S-4

As filed with the Securities and Exchange Commission on March 31, 2003.

Registration No.            

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

REMINGTON ARMS COMPANY, INC.

(Exact name of Registrant as specified in its charter)

Delaware	3484	51-0350935
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

870 Remington Drive

P.O. Box 700

Madison, North Carolina 27025-0700

(336) 548-8700

(Address, including zip code, and telephone number,

including area code, of Registrant’s principal executive offices)

Mark A. Little

Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer

Remington Arms Company, Inc.

870 Remington Drive

P.O. Box 700

Madison, North Carolina 27025-0700

(336) 548-8700

(Name, address, including zip code, and telephone number, including area code, of Registrant’s agent for service)

With copy to:

David A. Brittenham, Esq.

Debevoise & Plimpton

919 Third Avenue

New York, New York 10022

(212) 909-6000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Security(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
10½% Senior Notes Due 2011	$200,000,000	100%	$200,000,000	$16,180

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 promulgated under the Securities Act of 1933, as amended.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

OTHER REGISTRANTS

Name of Registrant	Jurisdiction of Organization	Primary Standard Industrial Classification Code	IRS Employee Identification Number	Address of Principal Executive Office
RBC Holding, Inc.	Delaware	3484	33-1005135	870 Remington Drive P.O. Box 700 Madison, North Carolina 27025 (336) 548-8700
RA Brands, L.L.C.	Delaware	3484	56-2201477	870 Remington Drive P.O. Box 700 Madison, North Carolina 27025 (336) 548-8700
RA Factors, Inc.	Delaware	3484	56-2205484	870 Remington Drive P.O. Box 700 Madison, North Carolina 27025 (336) 548-8700

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED                    , 2003

PROSPECTUS

Offer to Exchange $200,000,000 Outstanding

10½% Senior Notes due 2011

for $200,000,000 Registered

10½% Senior Notes due 2011

The New Notes:

• The terms of the new notes are identical to the terms of the old notes except that the new notes are registered under the Securities Act of 1933 and will not contain restrictions on transfer or provisions relating to additional interest and will contain different administrative terms.

Investing in the new notes involves risks. You should carefully review the risk factors beginning on page 10 of this prospectus.

The Exchange Offer:

• Our offer to exchange old notes for new notes will be open until 5:00 p.m., New York City time, on             , 2003, unless we extend the offer.

• No public market currently exists for the notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                    , 2003.

WHERE YOU CAN FIND MORE INFORMATION

In connection with the exchange offer, we have filed with the Securities and Exchange Commission, or the SEC, a registration statement on Form S-4 under the Securities Act of 1933 relating to the new notes to be issued in the exchange offer. As permitted by SEC rules, this prospectus omits information included in the registration statement. For a more complete understanding of this exchange offer, you should refer to the registration statement, including its exhibits. Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and, in each instance, in the contract or document is filed as an exhibit, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement, each statement being qualified in all respects by that reference.

The indenture pursuant to which the notes are issued require us to distribute to the holders of the notes annual reports containing our financial statements audited by our independent public accountants and quarterly reports containing unaudited condensed consolidated financial statements for the first three quarters of each fiscal year. Following completion of the exchange offer, we will file annual, quarterly and current reports and other information with the SEC. Our parent, RACI Holding, Inc., filed annual and quarterly reports and other information with the SEC from prior to 1998 through the fiscal quarter ended September 30, 2002. The public may read and copy any reports or other information that we file with the SEC or that our parent RACI Holding, Inc. filed with the SEC at the SEC’s public reference room, Room 1024 at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, or at the SEC’s regional offices located at 233 Broadway, New York, New York 10279, and Suite 1400, 500 West Madison Street, Chicago, Illinois 60661. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. These documents are also available to the public at the web site maintained by the SEC at http://www.sec.gov. You may also obtain a copy of the exchange offer registration statement at no cost by writing or telephoning us at the following address:

Remington Arms Company, Inc.

870 Remington Drive

P.O. Box 700

Madison, North Carolina 27025-0700

Attention: Mark A. Little

Telephone: (336) 548-8700

E-mail: mark.little@remington.com

IN ORDER TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST DOCUMENTS FROM US NO LATER THAN [            ], 2003, WHICH IS FIVE DAYS BEFORE THE EXPIRATION DATE OF THE EXCHANGE OFFER ON [            ], 2003.

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TABLE OF CONTENTS

	Page
WHERE YOU CAN FIND MORE INFORMATION	i
NOTICE TO NEW HAMPSHIRE RESIDENTS	iii
FORWARD-LOOKING STATEMENTS	iii
MARKET AND INDUSTRY DATA	iv
TRADEMARKS AND TRADE NAMES	iv
SUMMARY	1
RISK FACTORS	10
THE EXCHANGE OFFER	19
USE OF PROCEEDS	27
CAPITALIZATION	28
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA	29
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	31

	Page
BUSINESS	42
MANAGEMENT	56
OWNERSHIP OF CAPITAL STOCK	64
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	66
DESCRIPTION OF OTHER INDEBTEDNESS	68
DESCRIPTION OF NOTES	69
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS	110
PLAN OF DISTRIBUTION	116
LEGAL MATTERS	117
INDEPENDENT ACCOUNTANTS	117

We have not authorized anyone to give you any information or to make any representations about the transactions we discuss in this prospectus other than those contained in the prospectus. If you are given any information or representation about these matters that is not discussed, you must not rely on that information. This prospectus is not an offer to sell or a solicitation of an offer to buy securities anywhere or to anyone where or to whom we are not permitted to offer to sell securities under applicable law. The delivery of this prospectus or the notes offered by this prospectus does not, under any circumstances, mean that there has not been a change in our affairs since the date of this prospectus. It also does not mean that the information in this prospectus is correct after this date.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES, ANNOTATED, 1955, AS AMENDED, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements as encouraged by the Private Securities Litigation Reform Act of 1995 regarding, among other things, our plans, strategies and prospects, both business and financial. All statements contained in this document, other than historical information, are forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this prospectus are set forth under the caption “Risk Factors” and elsewhere in this prospectus and include, but are not limited to:

• operations and prospects;

• business and financing plans;

• funding needs and financing sources;

• the outcome of product liability litigation;

• future growth of the hunting and shooting sports and related markets;

• characteristics of competition;

• actions of third parties, such as legislative bodies and government regulatory agencies; and

• various other factors beyond our control.

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MARKET AND INDUSTRY DATA

Market data used throughout this prospectus, including information relating to our relative position in the shooting sports industry, is based on the good faith estimates of management, which in turn are based upon management’s review of internal company surveys, independent industry surveys and publications and other publicly available information, including reports and information prepared by American Sports Data, Inc., the National Sporting Goods Association, and the Sports Marketing Research Group. Although we believe that these sources are reliable, we do not guarantee the accuracy or completeness of this information, and we have not independently verified this information. Similarly, internal company surveys, while believed by us to be reliable, have not been verified by any independent sources.

TRADEMARKS AND TRADE NAMES

We own or have rights to trademarks or trade names that we use in conjunction with the operation of our business. In addition, our name, logo and website name and address are our service marks or trademarks. Each trademark, trade name or service mark by any other company appearing in this prospectus belongs to its holder. Some of the more important trademarks that we use include Remington^®, Stren^®, Blue Rock^®, Peters^®, UMC^®, Premier^®, Express^®, Ultra-Mag^™, Hevi Shot^™, Core-Lokt Ultra^™, Fireball^™, Model 870^™, Model 1100^™, Model 11-87^™, Model 11-87 Super Magnum^™, Model 700^™, Model 700 Etron X^™, Model Seven^™, Model 7400^™, Model 7600^™, Model 597^™, Model 300^™, Ideal^™, M-27^™and Model 597^™.

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SUMMARY

This summary highlights selected information about us. In addition to reading this summary, you should carefully review the entire prospectus, especially the “Risk Factors” section. Unless the context otherwise requires, in this prospectus, references to “Remington”, “we”, “us” and “our” mean collectively Remington Arms Company, Inc. and its direct and indirect subsidiaries, and references to “Holding” mean our parent, RACI Holding, Inc. References to the “old notes” are to Remington’s existing 10 ¹/2% Senior Notes due 2011, and references to the “new notes” are to the notes offered hereby.

Company Overview

We design, manufacture and market a comprehensive line of sporting goods products for the global hunting and shooting sports marketplace under the Remington brand name and for the fishing marketplace under the Stren and Remington brand names. Our 186-year history gives us a long-established reputation in the marketplace for our products. We believe that the Remington and Stren names are two of the most powerful brands in the broader U.S. sporting goods and outdoor recreation markets and that our products are recognized by sportsmen worldwide for their superior value, performance and durability.

In the hunting and shooting sports marketplace, our product lines consist of shotguns, rifles, ammunition, hunting and gun care accessories and clay targets, while in the fishing market, our product line consists of a broad range of fishing line. We also manufacture and market commercial metal parts for various industries. We hold a leadership position in each of our major markets, with the #1 U.S. market share position in shotguns, rifles and ammunition and the #2 U.S. market share position in fishing line in 2001, according to the National Sporting Goods Association, or NSGA, and the Sports Marketing Research Group, or SMRG. In 2001, we estimate that 93% of our domestic sales came from product categories where we held the #1 or #2 U.S. market share position. We are the only major U.S. manufacturer of both firearms and ammunition. For the year ended December 31, 2002, we had consolidated sales of $403.0 million, net income of $20.0 million and Consolidated EBITDA of $61.1 million. See“—Summary Financial Data” for a description of the calculation of Consolidated EBITDA.

The market for our products is large, broad and diverse. The estimated U.S. market size for our products was $1.7 billion in 2001, according to the NSGA and SMRG, and we have an international presence with customers in over 60 countries. Our customers are people of all ages, educational backgrounds and income levels. According to American Sports Data, Inc., or ASDI, approximately 27 million people in the United States enjoy shooting sports. Although purchasers of hunting and shooting sports products have historically been predominantly male, women are increasingly becoming involved in shooting sports, particularly sport and target shooting. In addition, we believe that a number of other developments in the industry are broadening consumer interest in hunting and shooting sports, including an increase in sporting clay courses and product offerings designed to introduce new shooters to hunting and shooting. According to ASDI, approximately 54 million people in the United States consider themselves anglers. Fishing is generally an inexpensive sport that can be enjoyed by people of widely varying ages, skills and abilities.

Recent Developments

In connection with the offering of the old notes, Remington and Holding completed the following transactions, or the Transactions:

(1) The refinancing by Remington of substantially all of our then-existing indebtedness through (i) the repayment of all amounts outstanding under our old credit agreement concurrently with the termination of all commitments thereunder, and (ii) the redemption of all of Remington’s 9½% Senior Subordinated Notes due 2003, at a redemption price equal to 100% of the aggregate principal amount of Remington’s 9½% Senior Subordinated Notes due 2003 then outstanding, plus accrued and unpaid interest and (iii) the closing

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by Remington of a new working capital facility, under which up to $125.0 million of revolving credit commitments are available to us, subject to borrowing base and other limitations. The foregoing transactions are referred to in this prospectus as the “Refinancing”.

(2) The issuance and sale by Holding, for approximately $30.0 million, of shares of common stock of Holding to Bruckmann, Rosser, Sherrill & Co. II, L.P., or the BRS Fund, a private equity investment fund. The foregoing transaction is referred to in this prospectus as the “BRS Investment”.

(3) The repurchase by Holding of a portion of the outstanding shares of common stock of Holding and the cancellation or repurchase of options and deferred shares in respect of common stock of Holding, in an aggregate amount of approximately $163.7 million, for cash and approximately $32.9 million aggregate principal amount of senior notes of Holding, or the Holding Notes. The Clayton & Dubilier Private Equity Fund IV Limited Partnership, or the C&D Fund, holds all of the Holding Notes. The foregoing transaction is referred to in this prospectus as the “Repurchase”.

(4) The payment of related transaction fees and expenses.

The Refinancing occurred concurrently with the issuance of the old notes, while the BRS Investment and the Repurchase occurred on February 12, 2003.

As a result of the Transactions, the C&D Fund currently owns 27.4% and the BRS Fund currently owns 63.2% of the outstanding common stock of Holding on a fully-diluted basis including all options and deferred shares.

*    *    *

Remington’s principal executive offices are located at 870 Remington Drive, P.O. Box 700, Madison, North Carolina 27025-0700. Its phone number is (336) 548-8700.

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Summary of the Terms of the Exchange Offer

On January 24, 2003, we completed a private offering of $200,000,000 principal amount of 10½% senior notes. In this prospectus, we refer to (1) the old notes sold in the original offering as the old notes, (2) the notes offered hereby in exchange for the old notes as the new notes and (3) the old notes and the new notes together as the notes.

The Exchange Offer	You may exchange old notes for new notes.
Resale of New Notes	We believe the new notes that will be issued in this exchange offer may be resold by most investors without compliance with the registration and prospectus delivery provisions of the Securities Act, subject to certain conditions. You should read the discussion under the heading “The Exchange Offer” for further information regarding the exchange offer and resale of the new notes.
Registration Rights Agreement	We have undertaken this exchange offer pursuant to the terms of a registration rights agreement entered into with the initial purchasers of the old notes. See “The Exchange Offer” and “Description of Notes—Registration Rights; Exchange Offer”.
Consequence of Failure to Exchange Old Notes	You will continue to hold old notes that remain subject to their existing transfer restrictions if:
	•      you do not tender your old notes or
	•      you tender your old notes and they are not accepted for exchange.
	With some limited exceptions, we will have no obligation to register the old notes after we consummate the exchange offer. See “The Exchange Offer—Terms of the Exchange Offer” and “—Consequences of Failure to Exchange”.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on [            ], 2003 (the “Expiration Date”), unless we extend it, in which case “Expiration Date” means the latest date and time to which the exchange offer is extended.
Interest on the New Notes	The new notes will accrue interest from the most recent date to which interest has been paid or provided for on the old notes or, if no interest has been paid on the old notes, from the date of original issue of the old notes.
Condition to the Exchange Offer	The exchange offer is subject to several customary conditions, which we may waive. See “The Exchange Offer—Conditions”.
Procedures for Tendering Old Notes	If you wish to accept the exchange offer, you must submit required documentation and effect a tender of old notes pursuant to the procedures for book-entry transfer (or other applicable procedures) all in accordance with the instructions described in this prospectus and in the relevant letter of transmittal. See “The Exchange Offer—Procedures for Tendering”, “—Book Entry Transfer”, and “—Guaranteed Delivery Procedures”

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Guaranteed Delivery Procedures	If you wish to tender your old notes, but cannot properly do so prior to the expiration date, you may tender your old notes according to the guaranteed delivery procedures set forth in “The Exchange Offer—Guaranteed Delivery Procedures”.
Withdrawal Rights	Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of old notes, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth in “The Exchange Offer—Exchange Agent” prior to 5:00 p.m. on the expiration date.
Acceptance of Old Notes and Delivery of New Notes	Except in some circumstances, any and all old notes that are validly tendered in the exchange offer prior to 5:00 p.m., New York City time, on the expiration date will be accepted for exchange. The new notes issued pursuant to the exchange offer will be delivered as soon as practicable following the expiration date. See “The Exchange Offer—Terms of the Exchange Offer”.
Certain U.S. Federal Tax Considerations	We believe that the exchange of the old notes for new notes will not constitute a taxable exchange for U.S. federal income tax purposes. See “Certain United States Federal Tax Considerations.”
Exchange Agent	U.S. Bank National Association is serving as exchange agent.

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Summary of the Terms of the New Notes

The terms of the new notes are identical to the terms of the old notes except that the new notes:

• Are registered under the Securities Act, and therefore will not contain restrictions on transfer,

• Will not contain provisions relating to additional interest, and

• Will contain terms of an administrative nature that differ from those of the old notes.

Maturity Date	February 1, 2011.
Interest Payment Dates	We will pay interest on the notes semi-annually on June 1 and December 1 of each year, beginning on June 1, 2003.
Optional Redemption	We may redeem the notes, in whole or in part, at our option at any time on or after February 1, 2007, at the redemption prices listed in the “Description of Notes—Optional Redemption”.
	In addition, on or before February 1, 2006, we may, at our option and subject to certain requirements, redeem notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the notes originally issued at a redemption price of 110.5% of the principal amount of the notes, plus accrued and unpaid interest thereon, if any, with net proceeds of one or more equity offerings meeting specified conditions. See “Description of Notes—Optional Redemption”.
Change of Control Offer	If we go through a change of control, we may be required to make an offer to purchase each holder’s notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.
Ranking	The notes will be:
	•      senior unsecured obligations and will be equal in right of        payment with all of our existing and future unsecured senior        indebtedness and that of the guarantors;
	•      senior to all of our existing and future subordinated obligations        and those of the guarantors; and
	•      effectively subordinated to our secured indebtedness and that of        the guarantors to the extent of the collateral securing the secured        indebtedness.
Guarantees	Each of our domestic subsidiaries will guarantee our obligations under the notes on a senior unsecured basis, subject to release as provided in the indenture for the notes. Each of our subsidiaries that guarantee certain of our other debt in the future will guarantee our obligations under the notes on a senior unsecured basis, subject to release as provided in the indenture for the notes.
Asset Sale Proceeds	We may be obligated to offer to purchase notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, with the net cash proceeds of certain sales or other dispositions of assets. See “Description of Notes—Certain Covenants—Limitation on Sale of Assets”.

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Certain Covenants	The indenture contains covenants that limit our ability and that of our restricted subsidiaries to:
	•      incur additional indebtedness;
	•      pay dividends or distributions on, or redeem or repurchase, our capital stock;
	•      make investments;
	•      engage in transactions with affiliates;
	•      transfer or sell assets;
	•      create liens;
	•      restrict dividend or other payments to us from our subsidiaries;
	•      consolidate, merge or transfer all or substantially all of our assets and the assets of our restricted subsidiaries; and
	•      guarantee indebtedness.
	These covenants are subject to important exceptions and qualifications. See “Description of Notes—Certain Covenants”.

Risk Factors

You should refer to the section entitled “Risk Factors” beginning on page 10 for an explanation of some of the risks relating to us, our business, and an investment in the notes.

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Summary Consolidated Financial Data

The summary historical financial data below for each of the years in the five-year period ended December 31, 2002 are derived from the consolidated financial statements of Remington. Those consolidated financial statements have been audited by PricewaterhouseCoopers LLP, independent accountants. The pro forma financial data below for the year ended December 31, 2002 reflect adjustments to our historical financial data to give effect to the Transactions as if they occurred on January 1, 2002 for income statement purposes, and as if they occurred on December 31, 2002 for balance sheet purposes. See “—Recent Developments”. You should read the following audited and unaudited summary historical financial data of Remington in conjunction with the historical financial statements and other financial information appearing elsewhere in this prospectus, including “Capitalization”, “Selected Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

	Year Ended December 31,
	1998		1999		2000		2001		2002
	(dollars in millions)
Income Statement and Other Data
Net Sales(1)
Hunting/Shooting Sports(2)	$	333.9	$	354.0	$	345.1	$	340.3	$	357.9
All Other (including Fishing)(3)		51.9		49.1		43.6		42.8		45.1
Total Sales		385.8		403.1		388.7		383.1		403.0
Gross Profit
Hunting/Shooting Sports		102.3		109.0		115.1		93.3		103.3
All Other (including Fishing)		20.7		20.9		17.7		16.5		19.1
Total Gross Profit		123.0		129.9		132.8		109.8		122.4
Selling, General and Administrative Expenses		64.6		64.9		68.3		63.3		65.9
Depreciation and Amortization(4)		15.9		16.0		16.4		16.9		10.0
Interest Expense(4)		19.2		14.1		15.6		15.3		12.3
Operating Profit		47.5		51.8		48.0		37.5		47.6
Net Income(5)		17.2		23.0		19.9		13.7		20.0
Capital Expenditures	$	8.5	$	13.0	$	17.4	$	4.2		7.5

	1998		1999		2000		2001		2002
									Actual		Pro Forma
											(Unaudited)
Balance Sheet Data (end of period):
Working Capital(6)	$	92.6	$	91.0	$	115.8	$	96.5	$	95.6	$	98.7
Total Assets		354.4		358.8		361.9		332.1		334.6		347.2
Total Debt(7)		148.7		120.5		157.0		115.3		101.1		214.2
Shareholders’ Equity		102.5		125.1		90.1		103.6		112.2		11.7

	Year Ended December 31,
	1998			1999			2000			2001			2002
	(dollars in millions)
Other Financial Data
Consolidated EBITDA(8)	$	64.2		$	74.0		$	73.0		$	56.8		$	61.1
Consolidated EBITDA Margin(8)(9)		16.6	%		18.4	%		18.8	%		14.8	%		15.2	%
Ratio of Earnings to Fixed Charges(10)		2.5	x		3.7	x		3.0	x		2.4	x		3.7	x
Pro Forma Data (Unaudited)
Ratio of Consolidated EBITDA to Interest Expense(4)(8)														2.4	x
Ratio of Total Debt to Consolidated EBITDA(7)(8)														3.5	x
Interest Expense(4)													$	25.0

  (1) Presented net of federal excise taxes. Federal excise taxes were $31.5 million, $33.8 million, $33.2 million, $32.8 million and $34.3 million for the years ended December 31, 1998, 1999, 2000, 2001 and 2002, respectively.

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  (2) Consists of sales of recreational shotguns and rifles, sporting ammunition and ammunition reloading components.

  (3) Consists of sales of fishing products, clay targets, and the marketing of hunting/gun care accessories and powdered metal products.

  (4) Excludes amortization of deferred financing costs of $2.0 million, $1.8 million, $2.0 million, $1.7 million and $1.9 million for the years ended December 31, 1998, 1999, 2000, 2001 and 2002, respectively, which is included in interest expense.

  (5) Reflects Change in Accounting Principle of $1.4 million, net of tax for the year ended December 31, 2002, relating to the adoption of SFAS 142.

  (6) Defined as total current assets less total current liabilities. Our typical working capital cycle involves an increase in accounts receivable in the first quarter with a peak early in the second quarter. Inventories build throughout the first half of the year and tend to peak by the end of the second quarter. The increase in current assets is accompanied by a corresponding short-term increase in borrowings under the revolving credit facility under our old credit agreement. By the end of the fourth quarter, accounts receivable are largely converted into cash and borrowings under the revolving credit facility under our old credit agreement are correspondingly reduced.

  (7) Consists of short-term and long-term debt, current portion of long-term debt, note payable to Holding and capital lease obligations.

  (8) “Consolidated EBITDA” as presented herein is a measure of our financial performance that is used in the indenture for the notes. As defined in the indenture, Consolidated EBITDA represents net income adjusted to exclude income taxes, interest expense, and depreciation and amortization, as well as items such as non-cash items, gain or loss on asset sales or write-offs, extraordinary, unusual or nonrecurring items, and certain “special payments” to Remington employees who hold options and deferred shares in respect of Holding common stock, consisting of amounts that are treated as compensation expense by Remington and are paid in connection with payments of dividends to holders of Holding common stock. We present Consolidated EBITDA because it is one of the measures upon which management assesses our financial performance, and is a measure of our financial performance that is used in the indenture for the notes to test the permissibility of specified types of transactions. Among other provisions, Consolidated EBITDA is used in the indenture to test whether Remington and its subsidiaries may incur additional debt. Holders of the notes may view Consolidated EBITDA as a measure of our ability to service debt and of our financial performance. While providing useful information, Consolidated EBITDA should not be considered in isolation or as a substitute for consolidated statement of operations and cash flows data prepared in accordance with generally accepted accounting principles and should not be construed as an indication of a company’s operating performance or as a measure of liquidity.

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The following table illustrates the calculation of Consolidated EBITDA, by reconciling Consolidated EBITDA to operating cash flow, which management believes is the most nearly equivalent GAAP measure:

	Year ended December 31,
	(dollars in millions)
	2002			2001			2000			1999			1998
Operating Cash Flow	$	21.7		$	50.9		$	22.3		$	65.2		$	60.9
Change in operating Assets and Liabilities		15.2			(20.7	)		21.1			(19.0	)		(19.9	)
Restructuring		—			—			—			—			0.7
Depreciation & Amortization		(11.9	)		(18.6	)		(18.4	)		(17.8	)		(17.9	)
Change in accounting principle		(1.4	)		—			—			—			—
Loss on PP&E		(0.2	)		(0.4	)		(0.5	)		(0.6	)		(0.7	)
Provision for retiree benefits		(1.8	)		3.0			(4.5	)		(0.9	)		(0.8	)
Provision for deferred taxes		(1.6	)		(0.5	)		(0.1	)		(3.9	)		(5.1	)
Net Income		20.0			13.7			19.9			23.0			17.2
Depreciation & Amortization (A)		10.0			16.9			16.4			16.0			15.9
Interest Expense		12.3			15.3			15.6			14.1			19.2
Provision for Income Taxes		13.9			8.5			12.5			14.7			11.1
Other noncash charges		1.0			1.1			1.2			6.2			1.1
Non-recurring charges		2.1			1.3			0.5			—			(0.3	)
Special Payment		1.8			—			6.9			—			—
Consolidated EBITDA	$	61.1		$	56.8		$	73.0		$	74.0		$	64.2

(A) Excludes amortization of deferred financing costs of $1.9 million, $1.7 million, $2.0 million, $1.8 million and $2.0 million in 2002, 2001, 2000, 1999 and 1998, respectively, which is included in interest expense.

  (9) Represents Consolidated EBITDA as a percentage of sales.

(10) For purposes of computing this ratio, earnings consists of earnings before income taxes and fixed charges, excluding capitalized interest. Fixed charges consist of interest expense, capitalized interest, amortization of discount on indebtedness and one-third of rental expense (the portion deemed representative of the interest factor).

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RISK FACTORS

You should carefully consider the risks described below before making an investment decision. The risks described below are not the only ones facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such case, you may lose all or part of your original investment.

Risks Related to Our Substantial Debt

Our substantial indebtedness could have a material adverse effect on our financial health and our ability to obtain financing in the future and to react to changes in our business.

We have a significant amount of debt. On a pro forma basis assuming that the Transactions occurred on December 31, 2002, we would have had approximately $214.2 million of debt outstanding and our interest expense for the year ended December 31, 2002 would have been approximately $25.0 million. Our significant amount of debt could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations to you under the notes and to the lenders under our new working capital facility;

• increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a significant portion of our borrowings are and will continue to be at variable rates of interest;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and industry;

• place us at a disadvantage compared to competitors that have proportionately less debt;

• limit our ability to borrow additional funds in the future, if we need them, due to applicable financial and restrictive covenants in our debt; and

• prevent us from obtaining financing to repurchase the notes from you upon a change of control or otherwise limit our ability to make such repurchase.

The agreements and instruments governing our debt will not prohibit us from incurring additional debt, although they will place specified limitations on incurrence of additional debt.

Despite current indebtedness levels, we and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture governing the notes and the terms of the new working capital facility limit but do not prohibit us from doing so, and the new working capital facility provides for additional borrowings of up to $125 million, subject to borrowing base and other limitations. All of those borrowings would be secured and effectively senior to the notes and the guarantees to the extent of the collateral securing such borrowings. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face would intensify.

Our ability to generate the significant amount of cash needed to make payments on and repay the notes and our other debt and to operate our business depends on many factors beyond our control.

Our ability to make payments on the notes and our other debt and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash and secure financing in the future. This ability, to an extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond our control. If our business does not generate sufficient cash flow from operations, and sufficient future

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borrowings are not available to us under our new working capital facility or from other sources of financing, we may not be able to repay the notes or our other debt, operate our business or fund our other liquidity needs. We cannot assure you that we will be able to obtain additional financing, particularly because of our anticipated high levels of debt and the debt incurrence restrictions imposed by the agreements governing our debt. If we cannot meet or refinance our obligations when they are due, we may have to sell assets, reduce capital expenditures or take other actions which could have a material adverse effect on us.

The agreements and instruments governing our debt contain restrictions and limitations which could significantly impact the holders of the notes and our ability to operate our business.

The new working capital facility and the indenture governing the notes contain a number of significant covenants that could adversely impact the holders of the notes and our business. These covenants, among other things, restrict our ability and the ability of our subsidiaries to:

• pay dividends or make other distributions;

• make certain investments or acquisitions;

• enter into transactions with affiliates;

• dispose of assets or enter into business combinations;

• incur or guarantee additional debt;

• issue equity;

• repurchase or redeem equity interests and debt;

• create or permit to exist certain liens; and

• pledge assets.

These restrictions could limit our ability to obtain future financing, make acquisitions or needed capital expenditures, withstand a future downturn in our business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise. Furthermore, our new working capital facility requires us to meet specified financial ratios and tests. Our ability to comply with these provisions may be affected by events beyond our control. The breach of any of these covenants will result in a default under our new working capital facility, which could place us in default under the indenture governing the notes.

If we default under our new working capital facility, we may not have the ability to make payments on the notes.

In the event of a default under our working capital facility, lenders could elect to declare all amounts borrowed, together with accrued and unpaid interest and other fees, to be due and payable. If such an acceleration occurs, thereby causing an acceleration of amounts outstanding under the notes, we may not be able to repay the amounts due under our working capital facility or the notes. This could have serious consequences to the holders of the notes and to our financial condition and results of operations, and could cause us to become bankrupt or insolvent.

Risks Related to the Notes

If you do not properly tender your old notes, you will continue to hold unregistered old notes and your ability to transfer old notes will be adversely affected.

We will only issue new notes in exchange for old notes that are timely and properly tendered. Therefore, you should allow sufficient time to ensure timely delivery of the old notes and you should carefully follow the instructions on how to tender your old notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the old notes. If you do not exchange your old notes for new notes pursuant to the exchange offer, the existing transfer restrictions will continue to apply to the old notes you hold. In general, the old notes may not be offered or sold, unless registered under the Securities Act, or exempt from registration under the Securities Act and applicable state securities laws. We do not anticipate that we will register old notes under the Securities Act.

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After the exchange offer is consummated, if you continue to hold any old notes, you may have trouble selling them because the liquidity of the market for such notes may be diminished as there will likely be fewer old notes outstanding. In addition, if a large number of old notes are not tendered or are tendered improperly, the limited amount of new notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such new notes.

The notes and guarantees are effectively junior to all of our and the guarantors’ existing and future senior secured debt to the extent of the collateral.

The notes and the guarantees provided by the guarantors will be general unsecured obligations. This means that you will have no recourse to our or the guarantors’ specific assets upon any event of default under the indenture governing the notes and the guarantees. Accordingly, the notes and the guarantees will be effectively subordinated to any of Remington’s and the guarantors’ secured obligations to the extent of the value of the assets securing such obligations, including our obligations under the new working capital facility. Under certain circumstances, we may also incur secured debt owing to other creditors that will have the right to be repaid out of specific property. Remington and the guarantors may also issue additional unsecured and unsubordinated debt, which will also rank equally with your right to be repaid under the notes and the guarantees.

If we default on the notes, become bankrupt, liquidate or reorganize:

• you will be entitled to be repaid from our remaining assets only after any secured creditors have been paid out of proceeds from the sale of their collateral; and

• to the extent there are assets available after all of the foregoing creditors have been paid, then you will be entitled to be repaid on a pro rata basis with and only to the extent that there are sufficient assets to repay any other obligations of Remington and the guarantors that rank equally with the notes in right of payment.

If, at the time of a bankruptcy, liquidation, reorganization or similar proceeding relating to us or the guarantors, we and the guarantors have no secured debt, holders of the notes will participate ratably with all of our and the guarantors’ other unsecured and unsubordinated creditors, including unsecured trade creditors and tort claimants, in our and the guarantors’ assets.

On a pro forma basis assuming that the Transactions occurred on December 31, 2002, the notes and the guarantees would have been effectively subordinated to approximately $ 18.8 million of secured debt. Under the terms of the indenture governing the notes and the terms of the new working capital facility, we will be permitted to borrow substantial additional indebtedness, including secured debt, in the future, subject to borrowing base and other limitations in the case of borrowings under the new working capital facility.

The instruments governing our debt contain cross default provisions that may cause all of the debt issued under such instruments to become immediately due and payable as a result of a default under an unrelated debt instrument.

The indenture governing the notes contains numerous operating covenants, and the new working capital facility contains numerous operating covenants and require us and our subsidiaries to meet certain financial ratios and tests. Our failure to comply with the obligations contained in the indenture, the new working capital facility or other instruments governing our indebtedness could result in an event of default under the applicable instrument, which could result in the related debt and the debt issued under other instruments becoming immediately due and payable. In such event, we would need to raise funds from alternative sources, which funds may not be available to us on favorable terms, on a timely basis or at all. Alternatively, such a default could require us to sell our assets and otherwise curtail operations in order to pay our creditors.

We may not have the funds to purchase the notes upon a change of control as required by the indenture for the notes.

The source of funds for any purchase of the notes would be our available cash or cash generated from other sources, including borrowings, sales of assets, sales of equity or funds provided by our existing or new

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equityholders. We cannot assure you that any of these sources will be available or sufficient. Upon the occurrence of a change of control event, we may seek to refinance the indebtedness outstanding under our new working capital facility and the notes. However, it is possible that we will not be able to complete such refinancing on commercially reasonable terms or at all. In such event, we would not have the funds necessary to finance the required change of control offer. See “Description of Notes—Certain Covenants—Purchase of Notes Upon a Change of Control”.

Certain transactions will not constitute a change of control under the indenture that would otherwise entitle a holder of notes to require us to purchase notes.

Certain transactions will not constitute a Change of Control (as defined in the indenture for the notes) that would otherwise entitle a holder of notes to require us to purchase notes, including acquisitions of common stock by the C&D Fund, the BRS Fund, or certain affiliates thereof; certain acquisitions of common stock not exceeding a specified ownership threshold; and certain changes in Holding’s board of directors approved by certain incumbent directors. See “Description of Notes—Certain Covenants—Purchase of Notes Upon a Change of Control”. We will be permitted to merge with or consolidate with another entity if certain requirements are met, including that the surviving entity is Remington or is a qualifying entity and assumes the indenture, and that, on a pro forma basis, the surviving entity could incur indebtedness by meeting a coverage ratio test. See “Description of Notes—Consolidation, Merger, Sale of Assets”. If we meet certain financial tests, we will be permitted to incur additional indebtedness, to pay dividends or distributions to stockholders and effect certain other restricted payments or transactions, including payments to Holding to enable it to make payments of principal and interest on the Holding Notes. See “Description of Notes—Certain Covenants—Limitation on Indebtedness” and “—Certain Covenants—Limitation on Restricted Payments”. We will be permitted to enter into most transactions with certain affiliates on a specified arms-length basis, or by meeting certain other criteria, or by obtaining the approval of a majority of Remington’s directors who have no material related financial interest. See “Description of Notes—Certain Covenants—Limitation on Transactions with Affiliates”. The indenture’s covenants and other provisions accordingly may have limited applicability to some transactions, such as certain leveraged recapitalizations or restructurings not involving a change of control.

Our being subject to certain fraudulent transfer and conveyance statutes may have adverse implications for the holders of the notes.

If, under relevant federal and state fraudulent transfer and conveyance statutes, in a bankruptcy or reorganization case or a lawsuit by or on behalf of unpaid creditors of Remington or the guarantors, a court were to find that, at the time any notes were issued by Remington or guaranteed by the guarantors:

• Remington issued the notes or a guarantor guaranteed the notes with the intent of hindering, delaying or defrauding current or future creditors, or Remington or the guarantors received less than reasonably equivalent value or fair consideration for issuing or guaranteeing the notes, as applicable; and

• Remington or a guarantor, as the case may be:

— was insolvent or was rendered insolvent by reason of the incurrence or guarantee, as applicable, of the indebtedness constituting the notes;

— was engaged, or about to engage, in a business or transaction for which its assets constituted unreasonably small capital;

— intended to incur, or believed that it would incur, debts beyond its ability to pay as those debts matured (as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes); or

— was a defendant in an action for money damages, or had a judgment for money damages docketed against it (if, in either case, after final judgment the judgment is unsatisfied);

such court could avoid or subordinate the notes or the relevant guarantee to presently existing and future indebtedness of Remington or the guarantor, as the case may be, and take other action detrimental to the holders of the notes, including, under certain circumstances, invalidating the notes or the guarantees.

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The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being applied in any such proceeding. Generally, however, Remington or a guarantor would be considered insolvent if, at the time it incurs or guarantees, as the case may be, the indebtedness constituting the notes, either:

• the sum of its debts (including contingent liabilities) is greater than its assets, at a fair valuation; or

• the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured.

There can be no assurance as to what standards a court would use to determine whether Remington or a guarantor, as the case may be, was solvent at the relevant time, or whether, whatever standard was used, the notes or guarantees would not be avoided on another of the grounds set forth above.

We and the guarantors believe that at the time the old notes were, or the new notes are, initially issued by Remington and guaranteed by the guarantors, Remington and the guarantors were, and will be, neither insolvent nor rendered insolvent thereby, were, and will be, in possession of sufficient capital to run their respective businesses effectively and incurring debts within their respective abilities to pay as the same mature or become due and did, and will have, sufficient assets to satisfy any probable money judgment against them in any pending action.

In reaching the foregoing conclusions, Remington and the guarantors have relied upon their analyses of internal cash flow projections and estimated values of assets and liabilities. There can be no assurance, however, that a court passing on such questions would reach the same conclusions.

There may be no public trading market for the notes, and your ability to transfer them is limited. In addition, the notes may, if traded at all, trade at a discount from their initial offering price.

No active trading market currently exists for the notes. If these securities are traded after we issue them, they may trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities and other factors, including general economic conditions and our financial condition, performance and prospects, as well as recommendations of securities analysts. We cannot assure you that an active trading market for the notes will develop or, if one does develop, that it will be sustained. The liquidity of, and the trading market for, the notes may also be impacted by deadlines in the market for high yield securities generally. Such a decline may materially and adversely affect any liquidity and trading of the notes independent of our financial performance and prospects.

Risks Related to Our Business and Industry

We expect to continue to be involved in product liability litigation.

We are currently defending product liability litigation involving Remington brand firearms and our ammunition products (including ammunition manufactured under the UMC and Peters names). As of December 31, 2002, approximately 16 individual bodily injury cases or claims were pending, primarily alleging defective product design, defective manufacture and/or failure to provide adequate warnings. Some of these cases seek punitive as well as compensatory damages. As a manufacturer of shotguns and rifles, we have been named in three cases (including one voluntarily dismissed by plaintiffs) of the approximately 30 lawsuits brought by some 17 municipalities and other governmental entities, primarily against manufacturers and sellers of handguns. Because of the nature of our products, we anticipate that we will continue to be involved in product liability litigation in the future. Such litigation, together with insurance and other related costs, could result in significant future liabilities, either individually or in the aggregate.

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In part because the nature and extent of liability based on the manufacture and/or sale of allegedly defective products is uncertain, particularly in connection with the use of firearms, there can be no assurance that our resources will be adequate to cover both pending and future product liability occurrences, cases or claims, in the aggregate, or that such cases and claims will not have a material adverse effect upon our business, financial condition or results of operations. In addition, we cannot assure you that insurance coverage for these risks will continue to be available or, if available, that we will be able to obtain it at a reasonable cost. See “Business—Legal Proceedings”.

We operate in a highly regulated industry.

The manufacture, sale and purchase of firearms and ammunition are subject to extensive federal, state and local governmental regulation:

• Federal law generally requires licenses to manufacture and/or sell firearms and ammunition. We possess valid federal licenses for all of our owned and leased sites to manufacture and/or sell firearms and ammunition.

• The Brady Handgun Violence Prevention Act of 1993 mandates a national system of instant background checks for all purchases of firearms from federal license holders, including purchases of our firearms products. These checks are in addition to any restrictions that may be imposed by state and local law.

• Bills have been introduced in Congress to establish, and to consider the feasibility of establishing, a nationwide database recording so-called “ballistic images” of ammunition fired from new guns.

• In addition, bills have been introduced in Congress in the past several years that would affect the manufacture and sale of ammunition, including bills to regulate the manufacture, importation and sale of armor-piercing bullets, to prohibit the manufacture, transfer or importation of .25 caliber, .32 caliber and 9mm handgun ammunition, and to increase or impose new taxes on the sales of certain types of ammunition, as well as bills addressing the use of lead in ammunition. Certain of these bills would apply to ammunition of the kind we produce, and accordingly, if enacted, could have a material adverse effect on our business.

State and local laws and regulations vary significantly in the level of restrictions they place on gun ownership and transfer:

• Some states have recently enacted, and others are considering, legislation restricting or prohibiting the ownership, use or sale of specified categories of firearms and ammunition. Many states currently have mandatory waiting period laws in effect for the purchase of firearms, including rifles and shotguns. Although there are few restrictive state or local regulations applicable to ammunition, several jurisdictions are considering such restrictions on a variety of bases.

• Some states have enacted regulations prohibiting the sale of firearms unless accompanied by an internal and/or external locking device. In several states, this requirement is imposed on both handguns and long guns. Some states are also considering mandating the inclusion of various design features on safety grounds. Most of these regulations as currently contemplated would be applicable only to handguns.

• To date, two states have established registries of so-called “ballistic images” of ammunition fired from new guns. Although neither state’s law mandates the inclusion of such “imaging” data from long guns in their registries, there can be no assurance that they or other states will not do so in the future. Proposed legislation in at least one other state would be applicable to Remington rifles, and would call for “imaging” of both cartridges and projectiles.

• Our current firearm and ammunition products generally are not subject to existing state restrictions on ownership, use or sale of certain categories of firearms and ammunition and generally would not be subject to any known proposed state legislation relating to the regulation of “assault weapons”.

We believe that existing federal and state legislation relating to the regulation of firearms and ammunition has not had a material adverse effect on our sales of these products. However, there can be no assurance that the regulation of firearms and ammunition will not become more restrictive in the future and that any such

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development would not have a material adverse effect on our business, financial condition or results of operations. In addition, regulatory proposals, even if never enacted, may affect firearms or ammunition sales as a result of consumer perceptions. See “Business—Regulation”.

We are subject to environmental risks.

We are subject to a variety of federal, state and local environmental laws and regulations which govern, among other things, the discharge of hazardous materials into the air and water, the handling, treatment, storage and disposal of such materials, as well as remediation of contaminated soil and groundwater. We have programs in place that monitor compliance with those requirements and believe that our operations are in material compliance with them. In the normal course of our manufacturing operations, we are subject to occasional governmental proceedings and orders pertaining to waste disposal, air emissions and water discharges into the environment.

As of December 31, 2002, we had been named as a potentially responsible party under the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or Superfund, in one case involving a site in Dallas, Texas to which we shipped lead waste during the 1980’s. We have received an information request relating to a Superfund site in New Orleans, Louisiana. We have not identified any contribution to or use of this site. E.I. DuPont de Nemours Company, or DuPont, from whom the C&D Fund acquired Remington, has accepted responsibility for liability relating to both the Texas and Louisiana sites under our agreement with DuPont. We have also received an information request relating to Peters Cartridge Company’s Kings Mills Technical Center, in Warren County, Ohio. The only assets relating to Peters Cartridge Company transferred to Remington as part of the Acquisition was the Peters trademark. DuPont has informed the Environmental Protection Agency that it is responsible for this site. We have received an information request related to shipments of used drums in 1994 to a Superfund site in Kansas City, Kansas. Although our shipment of drums to this site was limited to a small amount, it is possible that we may be identified as a potentially responsible party as the investigation of this site continues. To date, we have not been named as a potentially responsible party with respect to the Louisiana, Ohio or Kansas sites.

Based on information known to us, we do not expect current environmental regulations or environmental proceedings and claims to have a material adverse effect on our results of operations or financial condition. However, it is not possible to predict with certainty the impact on us of future environmental compliance requirements or of the cost of resolution of future environmental proceedings and claims, in part because the scope of the remedies that may be required is not certain, liability under federal environmental laws is, under certain circumstances, joint and several in nature, and environmental laws and regulations are subject to modifications and changes in interpretation. There can be no assurance that environmental regulation will not become more burdensome in the future and that any such development, or discovery of unknown conditions would not have a material adverse effect on our business, financial condition and results of operations. See “Business—Environmental Matters”.

Unfavorable trends could affect our lines of business.

We believe that a number of trends currently exist that are potentially significant to the hunting and shooting sports market:

• We believe that the development of rural property in many locations has curtailed or eliminated access to private and public lands previously available for hunting and shooting sports.

• Environmental issues, such as concern about lead in the environment, may also adversely affect the industry.

• Although we are a manufacturer of long guns, the current trend regarding additional firearms regulations, as well as the pending industry litigation, and the consumer perception of such developments, may adversely affect sales of firearms, ammunition and other shooting-related products, including by reducing the number of distribution outlets for our products.

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There can be no assurance that these trends will not have a material adverse effect on our business, or that industry sales of firearms, ammunition and other shooting-related products will not decline.

Our business is affected by seasonal fluctuations in business; inventory management practices have had an effect on our business.

Many of our firearms products are purchased in anticipation of use during the fall hunting season. In an effort to reduce the effect of seasonality on our business, we allow these products to be purchased under an early order or “dating” plan. Under the dating plan, a distributor may purchase these products beginning in December (the start of our dating plan year) and pay for them on extended terms. Discounts are offered for early payment under this plan. Historically, use of the dating plan has had the effect of shifting some firearms sales from the second and third quarters to the first quarter. Beginning in 1998, we instituted a discount program which allows customers an additional 30 days to pay for ammunition purchased prior to April 1 of each year. Beginning in 2000, as a competitive measure, we also began offering extended payment terms on select ammunition purchases. Use of the dating plan and the extended payment terms results in significant deferral of collection of accounts receivable until the latter part of the year. As a result of the seasonal nature of our sales and the extended payment terms under our dating plan billing practices, our working capital financing needs may significantly exceed cash provided by operations during certain periods in a year.

A substantial amount of our business comes from one ‘national account’ customer.

Our in-house sales force markets our products directly to national accounts (consisting primarily of mass merchandisers) and to federal, state and local government agencies. Approximately 21% of our total 2002 sales and approximately 19% of our 2002 hunting/shooting sports sales consisted of sales made to one national account, Wal-Mart Stores, Inc. Our sales to Wal-Mart are generally not governed by a written agreement. In the event that Wal-Mart significantly reduces or terminates its purchases of firearms and/or ammunition from us, our financial condition or results of operations could be adversely affected.

We are dependent on a number of key suppliers.

To manufacture our various products, we use many raw materials, including steel, lead, brass, plastics and wood, as well as manufactured parts purchased from independent manufacturers. For a number of our raw materials, we rely on one or a few suppliers. Alternative sources, many of which are foreign, exist for each of these materials. We do not, however, currently have significant supply relationships with any of these alternative sources. We cannot estimate with any certainty the length of time that would be required to establish alternative supply relationships, or whether the quantity or quality of materials that could be so obtained would be sufficient. For example, while any combination of two out of the three North American sources of smokeless powder (an indispensable component of our ammunition) could supply all of our requirements, given the complex formulas and production processes involved in manufacturing the powder mixtures that we use, obtaining powder from sources other than these three may not be feasible.

An extended interruption in the supply of these or other raw materials or in the supply of suitable substitute materials would disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, we may incur additional costs in sourcing raw materials from alternative producers.

If we are unable to retain key management personnel, our business could be adversely effected.

Our success is dependent to a large degree upon the continued service of key members of our management, particularly Thomas L. Millner, our President and Chief Executive Officer, Ronald H. Bristol II, our Executive Vice President and Chief Operating Officer, and Mark A. Little, our Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer. We have entered into employment agreements with

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Mr. Millner, Mr. Bristol and Mr. Little. The loss of Mr. Millner, Mr. Bristol or Mr. Little could have a material adverse effect on our business, financial condition and results of operations. We do not maintain “key person” life insurance policies with respect to any personnel.

We operate in a highly competitive industry.

The markets in which we operate are highly competitive. Product image, quality and innovation are the primary competitive factors in the firearms industry. Product differentiation exists to a much lesser extent in the ammunition industry, where price is the primary competitive factor. Reductions in price by our competitors in the ammunition industry could force us to reduce prices or otherwise alter terms of sale as a competitive measure, which could adversely affect our business.

Our competitors vary by product line. Some of our competitors are subsidiaries of large corporations with substantially greater financial resources than us. Although we believe that we compete effectively with all of our present competitors, there can be no assurance that we will continue to do so, and our ability to compete could be adversely affected by our leveraged condition. See “Business—Competition”.

Our business is subject to economic and market conditions beyond our control.

The sale of hunting and shooting sports and fishing products depends upon a number of factors related to the level of consumer spending, including the general state of the economy and the willingness of consumers to spend on discretionary items. Historically, the general level of economic activity has significantly affected the demand for sporting goods products in the hunting and shooting sports and related markets. As economic activity slows, as it did beginning in the fourth quarter of 2000, consumer confidence and discretionary spending by consumers declines. We believe that the current economic slowdown affected sales in the fourth quarter of 2000 and continued to have an effect through 2001 and 2002. Competitive pressures arising from any significant or prolonged economic downturn could have a material adverse impact on our financial condition and results of operations, and such impact could be intensified by our leveraged condition.

We will have controlling shareholders, who may have interests that conflict with your interests.

As a result of the Transactions, the C&D Fund presently owns 27.4% and the BRS Fund presently owns 63.2% of the outstanding common stock of Holding on a fully-diluted basis including all options and deferred shares. Holding in turn owns 100% of the outstanding capital stock of Remington. Accordingly, the C&D Fund and the BRS Fund exercise significant influence over our board of directors and business and operations. The interests of the C&D Fund, the BRS Fund and their affiliates could conflict with your interests as a holder of the notes. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, their interests as equity holders might conflict with your interests as a holder of notes.

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THE EXCHANGE OFFER

The following contains a summary of the material provisions of the registration rights agreement. It does not contain all of the information that may be important to an investor in the notes. Reference is made to the provisions of the registration rights agreement, which has been filed as an exhibit to the registration statement. Copies are available as set forth under the heading “Where You Can Find More Information.”

Terms of the Exchange Offer

General.    In connection with the issuance of the old notes pursuant to a purchase agreement, dated as of January 17, 2003, between Remington and the initial purchasers, the initial purchasers and their respective assignees became entitled to the benefits of the registration rights agreement.

Under the registration rights agreement, we have agreed (1) to use our reasonable best efforts to cause to be filed with the SEC the registration statement of which this prospectus is a part with respect to a registered offer to exchange the old notes for the new notes and (2) to use our reasonable best efforts to cause the registration statement to be declared effective under the Securities Act within 150 calendar days after the date on which the initial purchasers purchased the old notes. We will keep the exchange offer open for the period required by applicable law, but in any event for at least 20 business days after the date notice of the exchange offer is mailed to holders of the old notes.

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, all old notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the Expiration Date will be accepted for exchange. New notes will be issued in exchange for an equal principal amount of outstanding old notes accepted in the exchange offer. Old notes may be tendered only in integral multiples of $1,000. This prospectus, together with the letter of transmittal, is being sent to all registered holders as of [            ], 2003. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. However, the obligation to accept old notes for exchange pursuant to the exchange offer is subject to certain customary conditions as set forth herein under “—Conditions”.

Old notes shall be deemed to have been accepted as validly tendered when, as and if we have given oral or written notice of such acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders of old notes for the purposes of receiving the new notes and delivering new notes to such holders.

Based on interpretations by the Staff of the Commission as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-III Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)) we believe that the new notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred any holder of such new notes, other than any such holder that is a broker-dealer or an “affiliate” of us within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

• such new notes are acquired in the ordinary course of business,

• at the time of the commencement of the exchange offer such holder has no arrangement or understanding with any person to participate in a distribution of such new notes, and

• such holder is not engaged in, and does not intend to engage in, a distribution of such new notes.

We have not sought, and do not intend to seek, a no-action letter from the Commission with respect to the effects of the exchange offer, and there can be no assurance that the Staff would make a similar determination with respect to the new notes as it has in such no-action letters.

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By tendering old notes in exchange for new notes and executing the letter of transmittal, each holder will represent to us that:

• any new notes to be received by it will be acquired in the ordinary course of business,

• it has no arrangements or understandings with any person to participate in the distribution of the old notes or new notes within the meaning of the Securities Act, and

• it is not our “affiliate,” as defined in Rule 405 under the Securities Act.

If such holder is a broker-dealer, it will also be required to represent that it will receive the new notes for its own account in exchange for old notes acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of new notes. See “Plan of Distribution.” If such holder is not a broker-dealer, it will be required to represent that it is not engaged in, and does not intend to engage in, the distribution of the new notes. Each holder, whether or not it is a broker-dealer, shall also represent that it is not acting on behalf of any person that could not truthfully make any of the foregoing representations contained in this paragraph. If a holder of old notes is unable to make the foregoing representations, such holder may not rely on the applicable interpretations of the Staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction unless such sale is made pursuant to an exemption from such requirements.

Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the Expiration Date (as defined herein), we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

Upon consummation of the exchange offer, any old notes not tendered will remain outstanding and continue to accrue interest at the rate of 10½% but, with limited exceptions, holders of old notes who do not exchange their old notes for new notes in the exchange offer will no longer be entitled to registration rights and will not be able to offer or sell their old notes, unless such old notes are subsequently registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. With limited exceptions, we will have no obligation to effect a subsequent registration of the old notes.

Expiration Date; Extensions; Amendments; Termination.    The Expiration Date shall be [            ], unless Remington, in its sole discretion, extends the exchange offer, in which case the Expiration Date shall be the latest date to which the exchange offer is extended.

To extend the Expiration Date, we will notify the exchange agent of any extension by oral or written notice and will notify the holders of old notes by means of a press release or other public announcement prior to 9:00 AM., New York City time, on the next business day after the previously scheduled Expiration Date. Such announcement may state that we are extending the exchange offer for a specified period of time.

We reserve the right

(1) to delay acceptance of any old notes, to extend the exchange offer or to terminate the exchange offer and not permit acceptance of old notes not previously accepted if any of the conditions set forth under “—Conditions” shall have occurred and shall not have been waived by us prior to the Expiration Date, by giving oral or written notice of such delay, extension or termination to the exchange agent, or

(2) to amend the terms of the exchange offer in any manner deemed by us to be advantageous to the holders of the old notes.

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Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice of such delay, extension or termination or amendment to the exchange agent. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of the old notes of such amendment.

Without limiting the manner in which we may choose to make public announcement of any delay, extension or termination of the exchange offer, we shall have no obligations to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

Interest on the New Notes

Each new note will accrue interest at the rate of 10½% per annum from the last interest payment date on which interest was paid on the old note surrendered in exchange for such new note to the day before the consummation of the exchange offer and thereafter, at the rate of 10½% per annum, provided, that if an old note is surrendered for exchange on or after a record date for an interest payment date that will occur on or after the date of such exchange and as to which interest will be paid, interest on the new note received in exchange for such old note will accrue from the date of such interest payment date. Interest on the new notes is payable on June 1 and December 1 of each year. No additional interest will be paid on old notes tendered and accepted for exchange.

Procedures for Tendering

To tender in the exchange offer, a holder must complete, sign and date the letter of transmittal, or a facsimile of such letter of transmittal, have the signatures on such letter of transmittal guaranteed if required by such letter of transmittal, and mail or otherwise deliver such letter of transmittal or such facsimile, together with any other required documents, to the exchange agent prior to 5:00p.m., New York City time, on the Expiration Date. In addition, either

• certificates of old notes must be received by the exchange agent along with the applicable letter of transmittal, or

• a timely confirmation of a book-entry transfer of such old notes, if such procedure is available, into the exchange agent’s account at the book-entry transfer facility, The Depository Trust Company, pursuant to the procedure for book-entry transfer described below, must be received by the exchange agent prior to the Expiration Date with the applicable letter of transmittal, or

• the holder must comply with the guaranteed delivery procedures described below.

The method of delivery of old notes, letter of transmittal and all other required documents is at the election and risk of the note holders. If such delivery is by mail, it is recommended that registered mail, properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to assure timely delivery. No old notes, letters of transmittal or other required documents should be sent to us. Delivery of all old notes (if applicable), letters of transmittal and other documents must be made to the exchange agent at its address set forth below. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders.

The tender by a holder of old notes will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the applicable letter of transmittal. Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on his behalf.

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Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by any member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor” institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934 (each an “Eligible Institution”) unless the old notes tendered pursuant to such letter of transmittal or notice of withdrawal, as the case may be are tendered (1) by a registered holder of old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal or (2) for the account of an Eligible Institution.

If a letter of transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such person should so indicate when signing, and unless waived by us, provide evidence satisfactory to us of their authority to so act must be submitted with such letter of transmittal.

All questions as to the validity, form, eligibility, time of receipt and withdrawal of the tendered old notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes which, if accepted, would, in the opinion of counsel for us, be unlawful. We also reserve the absolute right to waive any irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes must be cured within such time as we shall determine. Neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of old notes, nor shall any of them incur any liability for failure to give such notification. Tenders of old notes will not be deemed to have been made until such irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the exchange agent, unless otherwise provided in the letter of transmittal, as soon as possible following the Expiration Date.

In addition, we reserve the right in our sole discretion, subject to the provisions of the indenture pursuant to which the notes are issued,

• to purchase or make offers for any old notes, that remain outstanding subsequent to the Expiration Date or, as set forth under “—Conditions,” to terminate the exchange offer,

• to redeem old notes as a whole or in part at any time and from time to time, as set forth under “Description of Notes—Optional Redemption,” and

• to the extent permitted under applicable law, to purchase old notes in the open market, in privately negotiated transactions or otherwise.

The terms of any such purchases or offers could differ from the terms of the exchange offer.

Acceptance of Old Notes for Exchange; Delivery of New Notes

Upon satisfaction or waiver of all of the conditions to the exchange offer, all old notes properly tendered will be accepted promptly after the Expiration Date, and the new notes will be issued promptly after acceptance of the old notes. See “—Conditions.” For purposes of the exchange offer, old notes shall be deemed to have been accepted as validly tendered for exchange when, as and if we have given oral or written notice thereof to the exchange agent. For each old note accepted for exchange, the holder of such old note will receive a new note having a principal amount equal to that of the surrendered old note.

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In all cases, issuance of new notes for old notes that are accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of

• certificates for such old notes or a timely book-entry confirmation of such old notes into the exchange agent’s account at the applicable book-entry transfer facility,

• a properly completed and duly executed letter of transmittal, and

• all other required documents.

If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, such unaccepted or such non-exchanged old notes will be returned without expense to the tendering holder of such notes, if in certificated form, or credited to an account maintained with such book-entry transfer facility as promptly as practicable after the expiration or termination of the exchange offer.

Book-Entry Transfer

The exchange agent will make a request to establish an account with respect to the old notes at the  book-entry transfer facility for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in the book-entry transfer facility’s systems may make book-entry delivery of old notes by causing the book-entry transfer facility to transfer such old notes into the exchange agent’s account at the book-entry transfer facility in accordance with such book-entry transfer facility’s procedures for transfer. However, although delivery of old notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or facsimile thereof with any required signature guarantees and any other required documents must, in any case, be transmitted to and received by the exchange agent at one of the addresses set forth below under “—Exchange Agent” on or prior to the Expiration Date or the guaranteed delivery procedures described below must be complied with.

Exchanging Book-Entry Notes

The exchange agent and the book-entry transfer facility have confirmed that any financial institution that is a participant in the book-entry transfer facility may utilize the book-entry transfer facility Automated Tender Offer Program (“ATOP”) procedures to tender old notes.

Any participant in the book-entry transfer facility may make book-entry delivery of old notes by causing the book-entry transfer facility to transfer such old notes into the exchange agent’s account in accordance with the book-entry transfer facility’s ATOP procedures for transfer. However, the exchange for the old notes so tendered will only be made after a book-entry confirmation of the book-entry transfer of old notes into the exchange agent’s account, and timely receipt by the exchange agent of an agent’s message and any other documents required by the letter of transmittal. The term “agent’s message” means a message, transmitted by the book-entry transfer facility and received by the exchange agent and forming part of a book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgement from a participant tendering old notes that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant.

Guaranteed Delivery Procedures

If the procedures for book-entry transfer cannot be completed on a timely basis, a tender may be effected if

• the tender is made through an Eligible Institution,

• prior to the Expiration Date, the exchange agent receives by facsimile transmission, mail or hand delivery from such Eligible Institution a properly completed and duly executed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us, which

(1) sets forth the name and address of the holder of old notes and the amount of old notes tendered,

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(2) states the tender is being made thereby, and

(3) guarantees that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the Eligible Institution with the exchange agent, and

• the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, and all other documents required by the letter of transmittal are received by the exchange agent within three NYSE trading days after the date of execution of the notice of guaranteed delivery.

Withdrawal of Tenders

Tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent prior to 5:00 p.m., New York City time, on the Expiration Date at the address set forth below under “—Exchange Agent.” Any such notice of withdrawal must

• specify the name of the person having tendered the old notes to be withdrawn,

• identify the old notes to be withdrawn, including the principal amount of such old notes,

• in the case of old notes tendered by book-entry transfer, specify the number of the account at the book-entry transfer facility from which the old notes were tendered and specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old notes and otherwise comply with the procedures of such facility,

• contain a statement that such holder is withdrawing its election to have such old notes exchanged,

• be signed by the holder in the same manner as the original signature on the letter of transmittal by which such old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the old notes register the transfer of such old notes in the name of the person withdrawing the tender, and

• specify the name in which such old notes are registered, if different from the person who tendered such old notes.

All questions as to the validity, form, eligibility and time of receipt of such notice will be determined by us, which determination shall be final and binding on all parties. Any old notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the tendering holder of such notes without cost to such holder, in the case of physically tendered old notes, or credited to an account maintained with the book-entry transfer facility for the old notes as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under “—Procedures for Tendering” and —Book-Entry Transfer” above at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

Conditions

Notwithstanding any other provision of the exchange offer, we shall not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer if at any time prior to 5:00 p.m., New York City time, on the Expiration Date, we determine in our reasonable judgment that the exchange offer violates applicable law, any applicable interpretation of the Staff of the Commission or any order of any governmental agency or court of competent jurisdiction.

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The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at anytime and from time to time in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes, if at any such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture governing the notes under the Trust Indenture Act of 1939, as amended. We are required to use every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the registration statement at the earliest possible time.

Exchange Agent

U.S. Bank National Association has been appointed as exchange agent for the exchange offer. Questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Mail, Hand Delivery or Overnight Courier:	For Information Call: (800) 934-6802
U.S. Bank National Association 180 East 5th Street St. Paul, Minnesota 55101 Attn: Specialized Finance Department	Transmission Number: (651) 244-1537 Confirm by Telephone: (800) 934-6802

Fees and Expenses

The expenses of soliciting tenders pursuant to the exchange offer will be borne by us. The principal solicitation for tenders pursuant to the exchange offer is being made by mail; however, additional solicitations may be made by telegraph, telephone, telecopy or in person by our officers and regular employees.

We will not make any payments to of any commissions or concessions to any broker or dealers. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket expenses in connection therewith. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of the prospectus and related documents to the beneficial owners of the old notes, and in handling or forwarding tenders for exchange.

The expenses to be incurred by us in connection with the exchange offer will be paid by us, including fees and expenses of the exchange agent and trustee and accounting, legal, printing and related fees and expenses.

We will pay all transfer taxes, if any, applicable to the exchange of old notes pursuant to the exchange offer. If, however, new notes or old notes for principal amounts not tendered or accepted for exchange are to be registered or issued in the name of any person other than the registered holder of the old notes tendered, or if tendered old notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of old notes pursuant to the exchange offer, then the amount of any such transfer taxes imposed on the registered holder or any other persons will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

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Consequences of Failure to Exchange

Holders of old notes who do not exchange their old notes for new notes pursuant to the exchange offer will continue to be subject to the restrictions on transfer of such old notes as set forth in the legend on the old notes as a consequence of the issuance of the old notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Remington does not currently anticipate that it will register the old notes under the Securities Act. To the extent that old notes are tendered and accepted in the exchange offer, the trading market for untendered and tendered but unaccepted old notes could be adversely affected because the liquidity of this market will be diminished and their restrictions on transfer will make them less attractive to potential investors than the new notes.

Regulatory Requirements

Following the effectiveness of the registration statement covering the exchange offer, no material federal or state regulatory requirement must be complied with in connection with this exchange offer.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the new notes under the exchange offer. In consideration for issuing the exchange notes as contemplated by this prospectus, we will receive the old notes in like principal amount, the terms of which are identical in all material respects to the new notes. The old notes surrendered in exchange for the new notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any increase in our indebtedness or capital stock.

The net proceeds from the original offering were $194.0 million, after deducting discounts and commissions. We used the proceeds from the original offering, together with drawings under our new working capital facility, to:

(1) redeem all of Remington’s 9½% Senior Subordinated Notes due 2003, at a redemption price equal to 100% of the aggregate principal amount of Remington’s 9½% Senior Subordinated Notes due 2003 outstanding, plus accrued and unpaid interest;

(2) repay all amounts outstanding under our old credit agreement concurrently with the termination of all commitments thereunder;

(3) make a $100.0 million distribution to Holding, which Holding used, together with the proceeds of the BRS Investment and the issuance of the Holding Notes, to repurchase and cancel approximately $161.0 million of Holding’s common stock and other equity interests; and

(4) pay related transaction fees and expenses.

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CAPITALIZATION

The following table sets forth as of December 31, 2002 on a consolidated basis:

• the actual capitalization of Remington; and

• the pro forma capitalization of Remington, assuming the following occurred on December 31, 2002:  (i) the issuance and sale of the old notes; (ii) the redemption of Remington’s 9½% Senior Subordinated Notes due 2003 at a redemption price equal to 100% of the aggregate principal amount of Remington’s 9½% Senior Subordinated Notes due 2003 outstanding, plus accrued and unpaid interest; (iii) the repayment of all amounts outstanding under our old credit agreement concurrently with the termination of all commitments thereunder; (iv) the closing of the new working capital facility, which, subject to borrowing base and other limitations provides up to $125.0 million in revolving credit commitments;  (v) the making of a $100.0 million distribution to Holding, which Holding used, together with the proceeds of the BRS Investment and the issuance of the Holding Notes, to repurchase and cancel  $161.0 million of Holding’s common stock and other equity interests; (vi) the write-off of $1.9 million of deferred financing fees and expenses associated with Remington’s 9½% Senior Subordinated Notes due 2003 and our old credit agreement; and (vii) the payment of fees and expenses.

This table should be read in conjunction with the historical financial statements and other financial information appearing elsewhere in this prospectus.

	As of December 31, 2002
	Actual		Pro Forma
	(in millions)
Total debt:
Short-term debt	$	—	$	—
Old credit agreement(1)		11.0		—
New working capital facility		—		11.0
Capital leases		2.2		2.2
Note Payable to Holding		1.0		1.0
9½% Senior Subordinated Notes due 2003(2)		86.9		—
10½% Senior Notes due 2011		—		200.0
Total debt	$	101.1	$	214.2
Total shareholder’s equity(3)		112.2		11.7
Total capitalization	$	213.3	$	225.9

(1) Does not include breakage costs, accrued and unpaid interest to the date of repayment, of approximately $0.1 million, or approximately $5.3 million in outstanding letters of credit. Due to the seasonality of our business, the amount outstanding under our old credit agreement fluctuates widely during the course of the year. For the year ended December 31, 2002, the average monthly outstanding balance under our old credit agreement was $40.7 million.

(2) Does not include accrued and unpaid interest to the date of redemption of approximately $2.0 million.

(3) Reflects the making of a $100.0 million distribution to Holding in connection with the Transactions, an after-tax write-off of $0.9 million relating to financing fees under our old credit agreement and Remington’s 9½% Senior Subordinated Notes due 2003 and an after-tax compensation expense of $2.7 million associated with the payment for and cancellation of outstanding options and redeemable common and deferred shares of Holding as part of the Repurchase.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The selected historical financial data below for each of the years in the five-year period ended December 31, 2002 are derived from the consolidated financial statements of Remington. Those consolidated financial statements have been audited by PricewaterhouseCoopers LLP, independent accountants. You should read the following audited and unaudited summary historical financial data of Remington in conjunction with the historical financial statements and other financial information appearing elsewhere in this prospectus, including “Prospectus Summary—Summary Consolidated Financial Data”, “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

	Year Ended December 31,
	1998			1999			2000			2001			2002
	(dollars in millions)
Income Statement Data:
Net Sales(1)	$	385.8		$	403.1		$	388.7		$	383.1		$	403.0
Gross Profit		123.0			129.9			132.8			109.8			122.4
Operating Expenses		75.5			78.1			84.8			72.3			74.8
Operating Profit		47.5			51.8			48.0			37.5			47.6
Interest Expense		19.2			14.1			15.6			15.3			12.3
Income before Taxes		28.3			37.7			32.4			22.2			35.3
Net Income(2)		17.2			23.0			19.9			13.7			20.0
Operating and Other Financial Data:
Depreciation and Amortization(3)	$	15.9		$	16.0		$	16.4		$	16.9		$	10.0
Other Non-Cash Charges(4)		1.1			6.2			1.2			1.1			1.0
Nonrecurring and Restructuring Items(5)		(0.3	)		—			0.5			1.3			2.1
Special Payment(6)		—			—			6.9			—			1.8
Capital Expenditures	$	8.5		$	13.0		$	17.4		$	4.2		$	7.5
Cash flows provided by (used in):
Operating activities	$	60.9		$	65.2		$	22.3		$	50.9		$	14.1
Investing activities		(8.5	)		(13.0	)		(17.4	)		(4.2	)		(7.5	)
Financing activities		(48.2	)		(30.8	)		(28.5	)		(35.9	)		(19.6	)
Balance Sheet Data (end of period):
Working Capital(7)	$	92.6		$	91.0		$	115.8		$	96.5		$	95.6
Total Assets		354.4			358.8			361.9			332.1			334.6
Total Debt(8)		148.7			120.5			157.0			115.3			101.1
Shareholders’ Equity		102.5			125.1			90.1			103.6			112.2
Consolidated EBITDA and Credit Statistics:
Consolidated EBITDA(9)	$	64.2		$	74.0		$	73.0		$	56.8		$	61.1
Consolidated EBITDA Margin(9)(10)		16.6	%		18.4	%		18.8	%		14.8	%		15.2	%
Ratio of Earnings to Fixed Charges(11)		2.5	x		3.7	x		3.0	x		2.4	x		3.7	x
Ratio of Total Debt to Consolidated EBITDA(8)(9)		2.3	x		1.6	x		2.2	x		2.0	x		1.7	x

(1) Presented net of federal excise taxes. Federal excise taxes were $31.5 million, $33.8 million, $33.2 million, $32.8 million and $34.3 million for the years ended December 31, 1998, 1999, 2000, 2001 and  2002, respectively.

(2) Reflects Change in Accounting Principle of $1.4 million, net of tax, for the year ended December 31, 2002 relating to the adoption of SFAS 142.

(3) Excludes amortization of deferred financing costs of $2.0 million, $1.8 million, $2.0 million, $1.7 million and $1.9 million for the years ended 1998, 1999, 2000, 2001 and 2002, respectively, which is included in interest expense.

(4) Non-cash charges consist of the following: (a) for the year ended December 31, 1998, a pension accrual of $0.4 million and a $0.7 million loss on disposal of assets; (b) for the year ended December 31, 1999, a $3.8

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million stock based compensation expense, a $1.8 million pension accrual and a $0.6 million loss on disposal of assets; (c) for the year ended December 31, 2000, a $0.5 million loss on disposal of assets, a $0.6 million accrual for executive pension and a $0.1 million expense for other postretirement benefits; (d) for the year ended December 31, 2001, a $0.4 million loss on disposal of assets, a $0.5 million accrual for executive pension and a $0.2 million retiree benefit accrual; and (e) for the year ended December 31, 2002, a $0.8 million accrual for retiree benefits and a $0.2 million loss on disposal of assets.

(5) Nonrecurring and restructuring expenses consist of the following: (a) for the year ended December 31, 1998, nonrecurring legal charges of $0.4 million and restructuring accrual adjustments of $(0.7) million; (b) for the year ended December 31, 2000, nonrecurring professional fees of $0.5 million related to establishment of subsidiaries; (c) for the year ended December 31, 2001, $0.6 million of nonrecurring legal and professional fees and $0.7 million of severance and relocation costs; (d) for the year ended December 31, 2002, $1.4 million of Cumulative Effect of Change in Accounting Principle, net of tax, and $0.3 million of nonrecurring legal fees and $0.4 million associated with marking redeemable deferred shares to market.

(6) In April 2000, Holding distributed on behalf of Remington a special payment to holders of all stock options and deferred shares of approximately $63.93 per share, in an aggregate amount of $6.1 million. In October 2000, Holding distributed on behalf of Remington a special payment to holders of all stock options and deferred shares of approximately $8.00 per share, in an aggregate amount of $0.8 million. In August 2002, Holding distributed on behalf of Remington a special payment to holders of all stock options and deferred shares of approximately $19.54 per share, in an aggregate amount of $1.8 million. All of these special payments are treated as compensation expense by Remington.

(7) Defined as total current assets less total current liabilities. Our typical working capital cycle involves an increase in accounts receivable in the first quarter with a peak early in the second quarter. Inventories build throughout the first half of the year and tend to peak by the end of the second quarter. The increase in current assets is accompanied by a corresponding short-term increase in borrowings under the revolving credit facility under our old credit agreement. By the end of the fourth quarter, accounts receivable are largely converted into cash and borrowings under the revolving credit facility under our old credit agreement are correspondingly reduced.

(8) Consists of short-term and long-term debt, current portion of long-term debt, note payable to Holding and capital lease obligations.

(9) “Consolidated EBITDA” as presented herein is a measure of our financial performance that is used in the indenture for the notes. As defined in the indenture, Consolidated EBITDA represents net income adjusted to exclude income taxes, interest expense, and depreciation and amortization, as well as items such as non-cash items, gain or loss on asset sales or write-offs, extraordinary, unusual or nonrecurring items, and certain “special payments” to Remington employees who hold options and deferred shares in respect of Holding common stock, consisting of amounts that are treated as compensation expense by Remington and are paid in connection with payments of dividends to holders of Holding common stock. We present Consolidated EBITDA because it is one of the measures upon which management assesses our financial performance, and is a measure of our financial performance that is used in the indenture for the notes to test the permissibility of specified types of transactions. Among other provisions, Consolidated EBITDA is used in the indenture to test whether Remington and its subsidiaries may incur additional debt. Holders of the notes may view Consolidated EBITDA as a measure of our ability to service debt and of our financial performance. While providing useful information, Consolidated EBITDA should not be considered in isolation or as a substitute for consolidated statement of operations and cash flows data prepared in accordance with generally accepted accounting principles and should not be construed as an indication of a company’s operating performance or as a measure of liquidity. See “Summary—Summary Financial Data” for a description of the calculation of Consolidated EBITDA.

(10) Represents Consolidated EBITDA as a percentage of sales.

(11) For purposes of computing this ratio, earnings consists of earnings before income taxes and fixed charges, excluding capitalized interest. Fixed charges consist of interest expense, capitalized interest, amortization of discount on indebtedness and one-third of rental expense (the portion deemed representative of the  interest factor).

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the historical financial statements and other financial information appearing elsewhere in this prospectus, including “Prospectus Summary—Summary Consolidated Financial Data”, “Capitalization”, “Selected Historical Consolidated Financial Data” and the financial information incorporated by reference to this prospectus.

Introduction

General

The following discussion and analysis discusses the financial condition and results of operations of Remington and its subsidiaries Remington International, Ltd. (now dissolved), RBC Holding, Inc., RA Brands, L.L.C. and RA Factors, Inc. on a consolidated basis, unless otherwise indicated.

Founded originally in 1816 as a manufacturer of firearms, we were organized in our present form in connection with the acquisition of our current business from Dupont in 1993, or the Acquisition. Remington and its parent Holding are Delaware corporations organized at the direction of CD&R for the purposes of making the Acquisition. Holding has virtually no operations and its only significant asset is its investment in Remington. Remington International, Ltd. was a foreign sales corporation without significant operations and was dissolved in December 2002. RBC Holding, Inc. and RA Factors, Inc. are each a direct, wholly owned subsidiary of Remington. RBC Holding, Inc. owns 1% of RA Brands, L.L.C., while Remington directly owns 99%. RBC Holding, Inc. has no operations and its only asset is its investment in RA Brands, L.L.C. RA Brands, L.L.C. acts as a holding company for our intellectual property and other intangible assets, and RA Factors, Inc. acts as a factoring subsidiary for our receivables.

Our revenues are derived primarily from sales of hunting/shooting sports products. This segment accounted for approximately 89% of our sales in 2002, 2001 and 2000. We are the only domestic manufacturer of both firearms and ammunition. Our other product lines include firearm-related accessories, clay targets and fishing line products. Our sales are moderately seasonal due to the need to meet customer requirements for hunting/shooting sports products during the primary hunting season. Sales in the second and third quarters are generally higher, and sales in the fourth quarter generally lower than sales in other quarters.

Business Trends and Initiatives

We believe that the sale of hunting/shooting sports and fishing products depends upon a number of factors related to the level of consumer spending, including the general state of the economy and the willingness of consumers to spend on discretionary items. Historically, the general level of economic activity has significantly affected the demand for sporting goods products in the hunting/shooting sports and related markets. As economic activity slowed, as it did beginning in the fourth quarter of 2000, confidence and discretionary spending by consumers declined. Management believes that if the general level of economic activity continues to decline, it could have a negative impact on sales of our products, and that competitive pressures arising from any significant or prolonged economic downturn could have a material adverse impact on our financial condition, results of operations or cash flows.

Although we experienced a decrease in demand that coincided with the economic downturn that began in the fourth quarter of 2000 and continued through all of 2001, we also experienced an increased demand for our hunting/shooting sports products beginning in the fourth quarter of 2001, which continued to have an impact through the first nine months of 2002. Management believes that this increase in demand is attributable, at least in part, to the impact on consumers and government agencies resulting from the terrorist attacks on New York and Washington on September 11, 2001. Because the longer-term effects of such events and other geopolitical events, such as those in the Middle East, are inherently

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unpredictable, management cannot determine with certainty the impact of these or similar events on future demand. Management believes that the demand for hunting/shooting sports products depends on a number of factors, including the general state of the economy, and we can give no assurance that the recent increase in sales  will continue.

Although we believe that regulation of firearms and ammunition, and consumer concerns about such regulation, have not had a significant adverse influence on the market for our firearms and ammunition products for the periods presented herein, there can be no assurance that the regulation of firearms and ammunition will not become more restrictive in the future or that any such development would not adversely affect these markets. See “Business—Regulation” and “Business—Legal Proceedings”.

We believe that the market for hunting/shooting sports products is a large, mature market that will remain relatively flat in the near future. In light of this market constraint on sales growth opportunities and the working capital needs imposed by the seasonality of our business, our focus for increasing profitability, in addition to increasing brand name awareness and new product introductions, has been on containing costs. We have undertaken a number of cost containment initiatives, strengthened our management team and invested capital to continue improvement in operating efficiencies at our manufacturing facilities. Our management team will continue to review all aspects of operations with a view to controlling costs in response to competitive pressures.

The United Mine Workers of America (UMWA) represents hourly employees at our plant in Ilion, New York. The collective bargaining agreement with UMWA was renegotiated to our satisfaction effective October 2002 with the new contract expiring in September 2007. There have been no significant interruptions or curtailments of operations due to labor disputes since prior to 1968 and we believe that relations with our employees are satisfactory.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to inventories, supplies, accounts receivable, warranties, long-lived assets, product liability, revenue recognition, advertising and promotional costs, self-insurance, and pension and post-retirement benefits. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. As noted below, in some cases, our estimates are also based in part on the findings of independent advisors. Actual results may differ from these estimates under different assumptions or conditions.

The SEC has issued two releases, FR 60 and 61, relating to critical accounting policies and financial statement disclosures. Management has addressed and reviewed our critical accounting policies and considers them appropriate. We believe the following critical policies utilize significant judgments and estimates used in the preparation of our consolidated financial statements:

Inventories.    Our inventories are valued at the lower of cost or market. We evaluate the quantities of inventory held against past and future demand and market conditions to determine excess or slow moving inventory. For those units of inventory identified, we estimate their market value based on current and projected selling prices. If the projected market value is less than cost, we provide an allowance to reflect the lower value of that inventory. This methodology recognizes projected inventory losses at the time such losses are evident rather than at the time goods are actually sold.

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Allowance for doubtful accounts.    We maintain an allowance for doubtful receivables for estimated losses resulting from the inability of our trade customers to make required payments. We provide an allowance for specific customer accounts where collection is doubtful and also provide a general allowance for other accounts based on historical collection and write-off experience. Additional allowances would be required if the financial conditions of our customers deteriorated.

Long-lived assets.    We periodically review our property, plant and equipment and intangible assets for possible impairment whenever facts and circumstances indicate that the carrying amount may not be fully recoverable. Assumptions and estimates used in the evaluation of impairment may affect the carrying value of long-lived assets which could result in impairment charges in future periods. We adopted the provisions of SFAS 142, “Goodwill and Other Intangible Assets”, effective January 1, 2002. Adoption of this new standard also requires a review of the carrying amount of our goodwill. Adoption of the standard, while requiring a non-cash charge, did not have a significant impact on our financial condition. A decline in the future performance of certain business units in comparison to the related goodwill of such business units could result in future non-cash charges. In addition, our depreciation and amortization policies reflect judgments on the estimated useful lives of assets.

Reserves for product liability.    We provide for estimated defense and settlement costs related to product liabilities when it becomes probable that a liability has been incurred and reasonable estimates of such costs are available. Product liabilities are not recorded net of recoveries that are probable of realization. Estimates for accruals for product liability matters are based on historical patterns of the number of occurrences, costs incurred and a range of potential outcomes. We also utilize independent advisors to assist in analyzing the adequacy of such reserves. Due to the inherently unpredictable nature of litigation, actual results will likely differ  from estimates.

Revenue recognition.    Sales, net of an estimate for discounts, returns and allowances, and related cost of sales are recorded in income when goods are shipped, at which time risk of loss and title transfers to the customer. We continually evaluate our sales terms against criteria outlined in SEC Staff Accounting Bulletin 101. We follow the industry practice of selling firearms pursuant to a “dating” plan allowing the customer to purchase these products commencing in December (the start of our dating plan year) and to pay for them on extended terms. Discounts are offered for early payment under this plan. We believe that allowing extended payment terms for early orders helps to level out the demand for these otherwise seasonal products throughout the year. Historically, use of the dating plan has had the effect of shifting some firearms sales from the second and third quarters to the first quarter. We believe that the dating plan helps facilitate a more efficient manufacturing schedule. As a competitive measure, we also offer extended terms on select ammunition purchases. However, use of the dating plans also results in significant deferral of collection of accounts receivable until the latter part of the year. Customers do not have the right to return unsold product. Management uses historical trend information as well as other economic data to estimate future discounts, returns  and allowances.

Results of Operations

The following table shows, for the periods indicated, the percentage relationships to sales of selected financial data. Our management’s discussion and analysis of our results of operations compares 2002 to 2001 results, and 2001 to 2000 results.

	Year Ended December 31,
	2000		2001		2002
Sales	100	%	100	%	100	%
Cost of Goods Sold	66		71		70
Gross Profit	34		29		30
Operating Expenses	22		19		18
Operating Profit	12		10		12
Net Income	5		4		5

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Year Ended December 31, 2002 as Compared to the Year Ended December 31, 2001

Sales.    Consolidated sales for the year ended December 31, 2002 increased $19.9 million or 5.2% from the year ended December 31, 2001. The following table compares sales by segment for the years ended December 31, 2001 and 2002:

	Year Ended December 31, 2001		Percent of Total		Year Ended December 31, 2002		Percent of Total
	(dollars in millions)
Sales
Hunting/Shooting Sports	$	340.3	89	%	$	357.9	89	%
All Other		42.8	11			45.1	11
Consolidated Sales	$	383.1	100	%	$	403.0	100	%

Hunting/shooting sports sales for the year ended December 31, 2002 increased $17.6 million or 5.2% from the year ended December 31, 2001.

Firearms sales of $194.0 million for the year ended December 31, 2002 increased $8.6 million or 4.6% from the year ended December 31, 2001, resulting primarily from higher sales volumes in shotguns and centerfire rifles, mainly the 870 Express series of shotguns, the Model 700, the Model 710 centerfire rifles and the M-24 military rifle system combined with higher pricing in both the centerfire and shotgun product lines.

Ammunition sales were $163.9 million for the year ended December 31, 2002, an increase of $9.0 million, or 5.8%, from the year ended December 31, 2001. This increase was primarily attributable to higher sales volumes across all product categories, especially the new tungsten-nickel iron alloy shotshell product and  rimfire ammunition.

The increase in sales in the hunting/shooting sports segment for 2002 can be attributed in part to the lower level of shipments that were experienced in 2001. This lower level of shipments was due in part to a decrease in demand for hunting/shooting sports products in such period, which management believes was related to the economic slowdown in 2001. We experienced an increased demand for our hunting/shooting sports products in the fourth quarter of 2001, which continued to have an impact through the first nine months of 2002. 

Sales of all other products, including fishline, accessories, targets and powder metal products for the year ended December 31, 2002 were $45.1 million, or 5.4% higher than the year ended December 31, 2001, resulting from higher sales volumes of fishline, target products and powdered metal products.

Cost of Goods Sold.    For the year ended December 31, 2002, cost of goods sold increased $7.3 million, or 2.7%, from the year ended December 31, 2001, primarily due to higher sales volumes. As a percentage of sales, cost of goods sold for 2002 decreased to 69.6% from 71.3% in 2001, due primarily to higher sales volumes of higher margin firearm products, improved manufacturing costs associated with higher production levels at the ammunition facility and lower depreciation expense, slightly offset by higher retiree benefits costs and workers compensation expense.

Operating Expenses.    Operating expenses consist of selling, general and administrative expense, research and development expense and other expense. Operating expenses for the year ended December 31, 2002 were $74.8 million, an increase of $2.5 million, or 3.5%, from the year ended December 31, 2001, due primarily to the factors discussed below.

Selling, general and administrative expense for 2002 was $65.9 million, a $2.6 million or 4.1% increase from 2001. The increase from the prior year period was primarily attributable to increases in variable administrative expense and insurance premiums, offset by a reduction in distribution and bad debt expense and an increase in licensing income.

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Other expense for the year ended December 31, 2002 decreased $0.3 million from the year ended December 31, 2001. The decrease was due to the elimination of the amortization of certain intangibles under SFAS 142, offset by a special payment made to holders of options and deferred stock of Holding during the third quarter, and marking deferred shares of Holding to market during the fourth quarter as part of the Transaction.

Interest Expense.    Interest expense for the year ended December 31, 2002 was $12.3 million, a decrease of $3.0 million, or 19.6% from the year ended December 31, 2001. The decrease in interest expense resulted from a decrease in interest rates combined with a decrease in average outstanding debt under our old credit agreement. See “—Liquidity and Capital Resources”.

Change in Accounting Principle.    Effective January 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other Intangible Assets. The Company recognized an impairment loss, net of tax, of $1.4 million, in two business units in the All Other segment. The Company continues to monitor one of the business units in the All Other segment for possible impairment. The assessment of the relevant facts and circumstances is ongoing, and a triggering event may occur in future periods in which case non-cash impairment charges may be necessary.

Year Ended December 31, 2001 as Compared to Year Ended December 31, 2000

Sales.    Consolidated sales for the year ended December 31, 2001 decreased $5.6 million or 1.4% from the year ended December 31, 2000 for the reasons discussed below. The following table compares sales by segment for each of the years in the two-year period ended December 31, 2001:

	Year Ended December 31, 2000		Percent of Total		Year Ended December 31, 2001		Percent of Total
	(dollars in millions)
Sales
Hunting/Shooting Sports	$	345.1	89	%	$	340.3	89	%
All Other		43.6	11	%		42.8	11	%
Consolidated Sales	$	388.7	100	%	$	383.1	100	%

Hunting/shooting sports sales, including both firearms and ammunition, decreased $4.8 million or 1.4% in 2001 as compared to 2000. Firearms sales of $185.4 million for the year ended December 31, 2001 increased $1.3 million or 0.7% from the year ended December 31, 2000, primarily due to higher sales volumes of the Model 700 rifle combined with the introduction of the Model 710 rifle offset by lower overall sales volumes  of shotguns.

Ammunition sales of $154.9 million for the year ended December 31, 2001 decreased $6.1 million or 3.8% from 2000, due primarily to the combination of lower sales volumes in all ammunition categories (with the exception of rimfire cartridges) and lower overall pricing in all ammunition categories (with the exception of centerfire rifle cartridges). The overall decrease in ammunition sales in 2001 is largely attributable to the economic conditions experienced during the year and the competitive price reductions in many of the ammunition products.

Sales of all other products, including fishline, accessories, targets and powder metal products declined year over year by $0.8 million or 1.8%, primarily as a result of lower demand for certain fishline and target products, slightly offset by higher sales in accessories (mainly hearing protection and gun care products).

While economic activity has slowed, we did experience an increased demand for our hunting/shooting sports products in fourth quarter 2001 as compared to fourth quarter 2000. See “—Business Trends  and Initiatives”.

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Cost of Goods Sold.    Cost of goods sold for 2001 increased to $273.3 million, an increase of $17.4 million or 6.8% from the 2000 level of $255.9 million. As a percentage of sales, cost of goods sold increased to 71.3% in 2001 from 65.8% in 2000. The increase in cost of goods sold is primarily due to a combination of lower overall pricing in ammunition, higher sales volumes of lower margin products in the hunting/shooting sports segment and higher manufacturing costs primarily associated with lower ammunition production levels and production inefficiencies at the firearms facility in Ilion, NY. As a result of lower production levels, we incurred $1.2 million of additional expense due to the shutdown of the Lonoke facility in April, July and September 2001.

Operating Expenses.    Operating expenses consist of selling, general and administrative expense, research and development expense and other expense. Operating expenses for 2001 were $72.3 million, a decrease of $12.5 million, or 14.7%, from $84.8 million for 2000.

Selling, general and administrative expense for 2001 was $63.3 million, a decrease of $5.0 million, or 7.3%, from $68.3 million for 2000. The decrease between the two periods was primarily attributable to a combination of lower variable administrative expenses of $2.9 million, a reduction in bad debt expense of $2.3 million due to the partial recovery of a prior year debt and a decrease of current year provisions for bad debt, partially offset by higher distribution costs of $1.2 million, including start-up costs associated with the new distribution center leased in Memphis, Tennessee. Research and development expenses were $5.9 million for 2001, a $0.5 million, or 7.8%, decrease from $6.4 million in 2000. Other expense of $10.1 million in 2000 includes two special payments totaling $6.9 million to holders of all stock options and deferred shares in respect of Holding common stock. No such expense was incurred in 2001.

Interest Expense.    Interest expense in 2001 was $15.3 million, a decrease of $0.3 million, or 1.9%, from the 2000 level of $15.6 million. The decrease in interest expense was primarily a result of lower interest rates incurred, partially offset by an increase in average borrowings under our old credit agreement.

Purchasing Patterns; Seasonality

We produce and market a broad range of firearms and ammunition products used in various shooting sports. While several models of our shotguns and several types of ammunition are intended for target shooting that generally occurs in the “off season”, the majority of our firearms and ammunition products are manufactured for hunting use. As a result, sales of our products are seasonal and concentrated toward the fall hunting season. We follow the industry practice of selling firearms pursuant to a “dating plan” allowing the customer to buy the products commencing at the beginning of our dating plan year in December and pay for them on extended terms. Discounts are offered for early payment under this plan. Discounts amounting to $5.7 million, $5.6 million and $5.0 million were given in 2002, 2001 and 2000, respectively. We believe that the dating plan has partially offset the seasonality of our business by shifting some firearms and ammunition sales to the first quarter. Historically, use of the dating plan has had the effect of shifting some firearms sales from the second and third quarters to the first quarter. We believe that the dating plan helps facilitate a more efficient manufacturing schedule. Use of the dating plan, however, also results in significant deferral of collection of accounts receivable until the latter part of the year.

We generally sell ammunition products on standard terms of 90 days or less and offer discounts for earlier payments. As a competitive measure, the Company offers extended payment terms on select ammunition purchases. Also, an early order program allows customers an additional 30 days to pay for ammunition purchased prior to April 1 of each year.

As a result of the seasonal nature of our sales and the extended payment terms under our dating plan billing practices, our working capital financing needs generally have significantly exceeded cash provided by operations during the middle of a year, until our extended accounts receivable were collected in the third and fourth quarters. As a result, our working capital financing needs tend to be greatest during the spring and summer months, decreasing during the fall and reaching their lowest point during the winter.

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Liquidity and Capital Resources

Overview

We have historically funded expenditures for operations, administrative expenses, capital expenditures and debt service obligations with internally generated funds from operations, with working capital needs being satisfied from time to time with borrowings under our senior secured credit facility. We believe that we will be able to meet our debt service obligations and fund our operating requirements in the future with cash flow from operations and borrowings under our new working capital facility prior to the maturity of that working capital facility, although no assurance can be given in this regard. We continue to focus on working capital management, including the collection of accounts receivable, decreasing inventory levels to bring them in line with sales projections and management of accounts payable.

Liquidity

As of December 31, 2002, we had outstanding $101.1 million of indebtedness, consisting of approximately $86.9 million (face amount) of our 9½% Senior Subordinated Notes due 2003, $11.0 million in revolving credit borrowings under our old credit agreement, $2.2 million in capital lease obligations and a $1.0 million note payable to Holding. As of December 31, 2002, we also had aggregate letters of credit outstanding of approximately $5.3 million, and $153.7 million was available for borrowing under the old credit agreement. In connection with the Transactions on January 24, 2003 and as discussed in Note 14 to our financial statements, all of our indebtedness under our 9½% Senior Subordinated Notes due 2003 and under our old credit agreement was refinanced and Remington distributed a dividend to Holding of approximately $100 million with the net proceeds from the offering of the old notes and borrowings under our new working capital facility. At present, the principal sources of liquidity for our business and operating needs are internally generated funds from our operations and revolving credit borrowings under the new working capital facility. We believe that we will be able to meet our debt service obligations and fund our operating requirements with cash flow from operations and revolving credit borrowings under our new working capital facility.

On a pro forma basis assuming the Transactions occurred on December 31, 2002, we would have had approximately $11.0 million in outstanding borrowings under the new working capital facility. As a result of the Transactions, we may experience higher levels of interest expense, which could result in lower net income.

We continue to focus on working capital management, including the collection of accounts receivable, decreasing inventory levels to bring them in line with sales projections and management of accounts payable.

Our new working capital facility provides for aggregate borrowings of up to $125.0 million, subject to borrowing base and other limitations, under a revolving credit facility through January 23, 2008. As of February 28, 2003, approximately $46.4 million in borrowings were outstanding under the new working capital facility, and approximately $73.0 million in additional borrowings were available.

As a result of plan performance, Remington will be required to make an additional contribution of approximately $4.5 million to plan assets under its defined-benefits pension plan. Remington expects the contributions to be made in several installments through January 2004.

Contractual Obligations and Commercial Commitments

We have various purchase commitments for services incidental to the ordinary conduct of business, including for services relating to our E-Commerce activities and our NASCAR sponsorship. Such commitments are not at prices in excess of current market prices. We have purchase contracts with certain raw materials suppliers, for periods ranging from one to seven years, with no commitment to purchase specified quantities. We do not have formal contracts with our other raw materials suppliers. Such commitments and contracts had no significant impact on our financial condition or results of operations during the periods discussed herein.

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In recognition of and support of certain legal and legislative initiatives, the firearms industry has established The Hunting and Shooting Sports Heritage Fund of which we are a member. During 2002, we contributed a percentage of our domestic sales of firearms and select accessory products to this organization. Contributions in 2002 and 2001 were $0.8 million and $1.7 million, respectively. During 2003, we will contribute 0.5% of our domestic net revenue from sales of our firearms and select accessory products to this organization.

We support service and repair facilities for all of our firearm products in order to meet the service needs of our distributors, customers and consumers nationwide. We provide consumer warranties against manufacturing defects in all firearm products we sell in North America. Estimated future warranty costs are accrued at the time of sale. Product modifications or corrections are voluntary steps taken by us to assure proper usage or performance of a product by consumers. The cost associated with product modifications and or corrections are recognized in accordance with SFAS No. 5, Accounting for Contingencies, and charged to operations. The cost of these programs is not expected to have a material adverse impact on our operations, liquidity or capital resources.

The following represents our contractual obligations and other commercial commitments as of December 31, 2002, and prior to the Transactions:

	Payments Due by Period
	Total Amounts Committed		Less Than 1 Year		1-3 Years		4-5 Years		Over 5 Years
	(dollars in millions)
Contractual Obligations:
9½% Senior Subordinated Notes due 2003	$	86.9	$	86.9		—		—		—
Old Credit Agreement—Revolving Credit Borrowings		11.0		11.0		—		—		—
Capital Lease Obligations		2.2		1.0		1.2		—		—
Operating Leases		7.5		1.1		3.1		1.7		1.6
Other Long-term Obligations		18.8		13.5		5.3		—		—
Total Contractual Cash Obligations	$	126.4	$	113.5	$	9.6	$	1.7	$	1.6
Other Commercial Commitments:
Standby Letters of Credit	$	5.3	$	5.3		—		—		—
Total Commercial Commitments	$	5.3	$	5.3		—		—		—

Cash Flows

Net cash provided by operating activities was $21.7 million and $50.9 million for the years ended December 31, 2002 and 2001, respectively. The increase in cash used in operating activities resulted primarily from an increase in working capital components, slightly offset by an increase in earnings and non-cash add-back. Accounts receivable increased $13.1 million from December 31, 2001 to $58.6 million on December 31, 2002 primarily as a result of approximately $30.3 million of firearms and ammunition sales on extended terms. Consistent with prior years, some of these terms provide cash discount incentives and require payment by April and May 2003. Inventories increased $6.4 million from December 31, 2001 to $90.4 million on December 31, 2002 primarily resulting from a reduction of sales during the fourth quarter of 2002 versus unusually high sales in the fourth quarter of 2001. Management continues its efforts to keep inventory levels in line with sales projections. See “—Purchasing Patterns; Seasonality”. Accounts payable decreased $1.3 million from December 31, 2001 to $19.9 million on December 31, 2002 as a result of controlling costs and spending. Management continues its efforts to purchase on extended terms. Net cash used in investing activities in the years ended December 31, 2002 and 2001 were $7.5 million and $4.2 million, respectively, consisting primarily of capital expenditures for new equipment related to the manufacture of firearms and ammunition, as well as replacement equipment and improvement projects concentrated on enhancing operating efficiency throughout existing facilities. Net cash used in financing activities during the years ended December 31, 2002 and

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December 31, 2001 were $27.2 and $35.9 million. The decrease in cash used in financing activities primarily resulted from the cash on hand at the beginning of 2002, offset by payments on long-term capital leases, book overdraft and the dividend payment of $15.1 million.

Working Capital

Working capital decreased to $95.6 million at December 31, 2002 from $96.5 million at December 31, 2001, primarily resulting from increases in book overdraft, workers compensation and compensation accruals, offset by increases in accounts receivable and inventory. See “—Liquidity and Capital Resources—Cash Flows”. The seasonality of our business generally causes accounts receivables to be higher in the first three quarters of the year. See “—Purchasing Patterns; Seasonality.”

Capital Expenditures

Capital expenditures for the year ended December 31, 2002 were $7.5 million, primarily for new equipment related to the manufacture of firearms and ammunition, as well as replacement equipment and improvement projects concentrated on enhancing operating efficiency throughout existing facilities. We expect total capital expenditures to be approximately $10.0 million for 2003.

Indebtedness

As of December 31, 2002, we had outstanding $101.1 million of indebtedness, consisting of approximately $86.9 million (face amount) of 9½% Senior Subordinated Notes due 2003, $11.0 million in revolving credit borrowings under our old credit agreement, $2.2 million in capital lease obligations and a $1.0 million note payable to Holding. As of December 31, 2002, we also had aggregate letters of credit outstanding of approximately $5.3 million.

In connection with the Transactions, all of our indebtedness under our 9½% Senior Subordinated Notes due 2003 and under our old credit agreement was refinanced with the net proceeds from the offering of the old notes and borrowings under our new working capital facility. As of February 28, 2003, we had outstanding $252.5 million of indebtedness, consisting of $200.0 million (face amount) of old notes, $46.4 million in revolving credit borrowings under our new working capital facility, $2.0 million in capital lease obligations, $3.1 million of short-term debt and a $1.0 million note payable to Holding. As of February 28, 2003, we also had aggregate letters of credit outstanding of approximately $5.6 million, and approximately $73.0 million in additional borrowings were available under the new working capital facility. See “Risk Factors—Risks Related to Our Substantial Debt—The terms of our new working capital facility have not been finalized and could differ significantly from our old credit agreement”.

New Working Capital Facility.    Our new working capital facility provides $125.0 million of revolving credit agreements under an asset-based senior secured revolving credit facility. Amounts available under the new working capital facility are subject to a borrowing base limitation based on certain percentages of eligible accounts receivable and eligible inventory and an amortizing sublimit related to eligible machinery and equipment. The new working capital facility also includes a letter of credit subfacility of up to $15,000,000.

Under the terms of the new working capital facility:

• All of Remington’s existing and future domestic subsidiaries are either co-borrowers under, or guarantors of, the facility. The facility is secured by substantially all of our real and personal property, including without limitation the capital stock of our subsidiaries.

• Amounts outstanding under the facility bear interest at a rate equal to, at our option, (1) an alternate base rate plus 1.25% or (2) a reserve adjusted LIBOR rate plus an applicable margin. This applicable margin is currently 2.50%, and is subject to periodic adjustment based on certain levels of  financial performance.

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• The facility contains financial covenants and other customary affirmative and negative covenants, including but not limited to:

(1) a maximum leverage ratio requirement;

(2) a minimum fixed charge coverage ratio requirement;

(3) limitations on capital expenditures; and

(4) limitations on indebtedness, liens, investments, mergers and other acquisitions, asset dispositions, transactions with affiliates, and dividends and other distributions.

• The facility contains customary events of default.

• We are required to pay certain fees in connection with the facility, including (1) letter of credit fees,  (2) agency fees and (3) an unused commitment fee equal to 0.375% per annum of the average unused amount of the facility.

10½% Senior Notes due 2011.    The old notes were issued on January 24, 2003 in an aggregate principal amount of $200.0 million in connection with the Transactions. The notes are senior unsecured obligations of Remington guaranteed by each of Remington’s existing domestic subsidiaries. The indenture for the notes contains restrictive covenants that, among others, limit the incurrence of debt by Remington and its subsidiaries, the payment of dividends to Holding, the use of proceeds of specified asset sales and transactions with affiliates. As of February 28, 2003, $200.0 million aggregate principal amount of old notes was outstanding.

Financial Instruments

We have only limited involvement with financial instruments and do not use them for trading purposes. Financial instruments, which are a type of financial derivative instrument, are used to manage well-defined interest rate and commodity price risks. The criteria to qualify for hedge accounting are that the instrument must be related to an asset, liability, firm commitment or anticipated transaction that is probable and whose characteristics and terms have been identified. In addition, the investment must reduce the risks of commodity price movements or change the character of the interest rate.

We employ various strategies, including call options, zero cost collars and futures to hedge the price risk related to firm commitments and anticipated purchases of lead and copper to be used in the manufacturing process. We buy call options for an up front fee for the right to purchase a specified amount of metal at a  pre-determined price and date. On occasion, zero cost collars are created by selling put options for quantities and timing identical to the call options, which in effect pay for the call options. These put options give a third party the right to sell to us a specified amount of metal at a price which is below the call option price on a pre-determined date. This zero cost collar results in no up front fee and insures that we can purchase a specified amount of metal within a specified price range on a pre-determined date. Futures are a commitment to purchase a given amount of metal at an agreed upon price on a future date with a settlement between the contract price and the market price at the expiration of the contract. Hedging gains and losses are offset against purchase price variances on physical purchases of the commodities. The amounts of premiums paid for commodity contracts outstanding at December 31, 2002 and 2001 were $0.6 million and $0.4 million, respectively. The amounts of premiums paid for commodity contracts outstanding at December 31, 2000 was $0.7 million. At December 31, 2002, 2001 and 2000, the market value of our outstanding contracts relating to firm commitments and anticipated purchases up to one year from the respective date was $0.2 million, $0.2 million and $0.3 million, respectively. Such market values have been determined by an independent broker. Net losses of $0.2 million, $0.3 million and $0.3 million on derivative instruments were reclassified to earnings and recorded in accumulated other comprehensive income (loss), respectively, during the years ended December 31, 2002, 2001 and 2000. See Note 17 to our consolidated financial statements for the year ended December 31, 2002 appearing elsewhere in this prospectus.

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We were not a party to any interest rate cap, hedging or other protection arrangements with respect to our variable rate indebtedness as of December 31, 2002, December 31, 2001 or December 31, 2000. See Note 18 to our consolidated financial statements for the year ended December 31, 2002 appearing elsewhere in  this prospectus.

Both the estimated value and carrying value of our debt at December 31, 2002 was $101.1 million. The estimated value of our debt at December 31, 2001 was $119.7 million compared to a carrying value of $122.1 million. All fixed rate indebtedness was valued based on current market quotes. All variable rate indebtedness is assumed at market.

Product Liability

For information concerning product liability cases and claims involving us, see “Business—Legal Proceedings”. Because our assumption of financial responsibility for certain product liability cases and claims involving pre-Acquisition occurrences was limited to an amount that has now been fully paid, with the sellers retaining liability in excess of that amount and indemnifying us in respect thereof, we believe that product liability cases and claims involving occurrences arising prior to the Acquisition are not likely to have a material adverse effect upon our financial condition or results of operations. See “Business—Certain Indemnities”.

While it is difficult to forecast the outcome of litigation, we do not believe, in light of relevant circumstances (including the current availability of insurance for personal injury and property damage with respect to cases and claims involving occurrences arising after the Acquisition, our accruals for the uninsured costs of such cases and claims and the sellers’ agreement to bear partial responsibility for certain post-Acquisition shotgun-related product liability costs, as well as the type of firearms products we make), that the outcome of all pending product liability cases and claims will be likely to have a material adverse effect upon our financial condition or results of operations. However, in part because of the uncertainty as to the nature and extent of manufacturer responsibility for product liability allegations, especially as to firearms, there can be no assurance that our resources will be adequate to cover both pending and future product liability occurrences, cases or claims, in the aggregate, or that such a material adverse effect will not result therefrom. Because of the nature of our products, we anticipate that we will continue to be involved in product liability cases and claims in the future.

Since December 1, 1993, we have maintained insurance coverage for product liability claims for personal injury or property damage relating to occurrences after the Acquisition, subject to certain self-insured retentions on a per-occurrence basis. The current insurance policy extends through November 30, 2003. Certain of our post December 2001 insurance coverage expressly does not apply to actions brought by municipalities as described in “Business—Legal Proceedings”. Based on actual defense and disposition costs incurred by us and Sporting Goods with respect to product liability cases and claims in recent years, management estimated that our liability for product liability cases and claims outstanding at December 31, 2002 was $6.4 million. This amount is based upon ranges developed by outside advisors. Management estimates that the amount of the self-insured retention accrued each year will be paid out over the following three to five years. We paid $4.4 million, $2.1 million and $2.6 million for product liabilities (including pre-Acquisition occurrences for which we assumed responsibility) in the years ended December 31, 2002, 2001 and 2000, respectively.

Quantitative and Qualitative Disclosures About Market Risk

Certain of our financial instruments are subject to market risks, including interest rate risk. We were not a party to any interest rate cap or other protection arrangements with respect to our variable rate indebtedness as of December 31, 2002. We use commodity futures contracts to hedge against the risk of increased prices for lead and copper to be used in the manufacture of our products. At December 31, 2002, our outstanding contracts relating to firm commitments and anticipated purchases up to one year from such date have a fair market value of approximately $0.2 million. We believe that a near-term change in commodity prices will not materially impact our consolidated financial position, results of operations, future earnings, fair value or cash flows. Additionally, we believe that we do not have a material exposure to fluctuations in foreign currencies. We do not hold or issue financial instruments for trading purposes. See “—Liquidity & Capital Resources—Financial Instruments.”

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BUSINESS

Company Overview

Founded in 1816, we design, manufacture and market a comprehensive line of sporting goods products for the global hunting and shooting sports marketplace under the Remington brand name and for the fishing marketplace under the Stren and Remington brand names. Our 187-year history gives us a long-established reputation in the marketplace for our products. We believe that the Remington and Stren names are two of the most powerful brands in the broader U.S. sporting goods and outdoor recreation markets and that our products are recognized by sportsmen worldwide for their superior value, performance and durability.

In the hunting and shooting sports marketplace, our product lines consist of shotguns, rifles, ammunition, hunting and gun care accessories and clay targets, while in the fishing market, our product line consists of a broad range of fishing line. We also manufacture and market commercial metal parts for various industries. We hold a leadership position in each of our major markets, with the #1 U.S. market share position in shotguns, rifles and ammunition and the #2 U.S. market share position in fishing line in 2001, according to the NSGA and the SMRG. In 2001, we estimate that 93% of our domestic sales came from product categories where we held the #1 or #2 U.S. market share position. We are the only major U.S. manufacturer of both firearms and ammunition. For the year ended December 31, 2002, we had consolidated sales of $403.0 million, net income of $20.0 million and Consolidated EBITDA of $61.1 million. See “Summary—Summary Financial Data” for a description of the calculation of Consolidated EBITDA.

Our products are sold through an extensive distribution network in the United States and abroad, primarily through independent wholesalers, independent dealers, mass merchandisers such as Wal-Mart, sporting goods chains such as Bass Pro Shops, Academy, Dick’s Clothing & Sporting and Big Five, and dealer buying groups. Five independent sales representative agencies handle distribution to wholesalers, dealers, sporting goods chains and dealer buying groups, while our internal sales force markets and distributes directly to mass merchandisers and other buyers.

Segment Overview

We participate in two separate operating segments: (1) our ‘hunting/shooting sports’ segment, which includes both firearms and ammunition and (2) our ‘other products’ segment, which includes fishing products, accessories, clay targets and commercial powder metal product parts. The following table sets forth our sales for our aggregated operating segments for the periods shown:

	Year Ended December 31,
	2000		2001		2002
	(dollars in millions)
Hunting/Shooting Sports
Firearms	$	184.1	$	185.4	$	194.0
Ammunition		161.0		154.9		163.9
Subtotal		345.1		340.3		357.9
Other		43.6		42.8		45.1
	$	388.7	$	383.1	$	403.0

Hunting/Shooting Sports

Overview

According to the ASDI, approximately 27 million people in the United States enjoy shooting sports. We believe that the hunting and shooting sports industry is stable and mature. According to the NSGA, total U.S. consumer expenditures for the shooting sports industry in 2001 were approximately $1.6 billion, comprised of expenditures on shotguns ($382 million), rifles ($444 million) and ammunition ($798 million).

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We are the only domestic manufacturer of both firearms and ammunition and, according to the NSGA, were one of the largest U.S. manufacturers of rifles and shotguns in 2001. We enjoy a strong domestic market position in all of our major product categories:

Firearms.    According to the NSGA, we had the #1 market share position in the U.S. retail market for rifles in 2001. Based on sales volume, our U.S. market share was approximately 26.1%, with our nearest competitor holding a U.S. market share of approximately 14.8%. Sales of rifles for the year ended December 31, 2002 were $106.2 million. We had the #1 market share position in the U.S. retail shotgun market in 2001 according to the NSGA. Based on sales volume, our market share was approximately 31.6%, with our leading competitor holding a U.S. market share of approximately 18.4%. Sales of shotguns for the year ended December 31, 2002 were $87.8 million.

Ammunition.    According to the SMRG, we had the #1 market share position in the U.S. ammunition market in 2001. Based on sales volume, our market share was approximately 32.5%, with our nearest competitor holding a market share of approximately 27.1%.

Products

Our hunting/shooting sports product offerings include a comprehensive line of sporting shotguns and rifles, sporting ammunition and ammunition reloading components, marketed predominantly under the Remington brand name. Our goal has been to market a broad assortment of general-purpose firearms together with more specialized products that embody Remington’s emphasis on value, performance and design. In addition, we produce custom-made shotguns and rifles in the custom shop at our Ilion, New York facility.

Firearms.    Our most popular shotguns are the Model 870 pump-action shotgun, and the Model 1100 and Model 11-87 auto-loading shotguns. Remington shotguns are offered in versions that are marketed to both novices and experienced gun owners. Specialty shotguns focus on the deer, turkey and other specialized hunting markets, recreational and competitive clay target shooting, and various law enforcement applications. Retail list prices for our most popular shotguns range from approximately $230 to $800.

Our most popular rifles are the Model 700, Model Seven, Model 7400 and Model 7600 centerfire rifles and the family of Model 597 rimfire rifles. To appeal to a broad range of shooters, we manufacture these rifles in a wide variety of calibers, configurations and finishes. We presently manufacture three types of centerfire rifles: bolt-action, pump-action and auto-loading. In addition, we produce bolt-action, pump-action and auto-loading .22 caliber rimfire rifles. Our bolt-action Model 700 rifle is widely considered the standard in the industry, and we offer versions utilizing stainless steel barrels and synthetic stocks for weather durability. Retail list prices for our most popular rifles range from approximately $350 to $850.

We focus our product development efforts on introducing new products that satisfy the need for specialized, high-performance firearms and ammunition. In 2002, we introduced the Model 332 over/under shotgun, 16-gauge pump-action shotguns and Model Seven bolt action rifle in short action ultra-mag calibers. In 2003, the Model 672 Guide Gun, a short-action bolt-action rifle was introduced along with various short-action ultra mag calibers in the Model 700 line.

Ammunition.    We design, manufacture and market a complete line of sporting ammunition products under the brand names Remington, Peters and UMC, including shotgun shells, metallic centerfire ammunition for use in rifles and handguns, and .22 caliber rimfire ammunition. We also produce and market sporting ammunition components used by smaller ammunition manufacturers, as well as by private consumers engaged in the practice of reloading centerfire cases or shotgun shells. In general, Remington branded products compete in both the middle and high performance categories, while the UMC and Peters brands are used for popularly  priced ammunition.

A proprietary high density, non-toxic product, Premier Hevi-Shot was launched in 2002 delivering an enhanced performing shotshell for turkey and waterfowl hunting. In 2003, we introduced the .17 caliber HMR V-Max Boat Tail, which is used in both hunting and shooting sports.

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Competition

Each of the markets in which we operate is highly competitive. Our competitors vary according to product line. Certain of these competitors are subsidiaries of large corporations with substantially greater financial resources than we have. We believe that we compete effectively with all of our present competitors. However, there can be no assurance that we will continue to do so, and our ability to compete could be adversely affected by our leveraged condition. See “Risk Factors—Risks Related to Our Business and Industry—We operate in a highly competitive industry”.

Firearms.    Product image, quality and innovation are the primary competitive factors in the firearms industry, with price and customer service also being factors. Our shotgun products compete with products offered by O. F. Mossberg & Sons, Inc., USRAC (which produces Winchester firearms) and Browning (like USRAC, owned by the Walloon regional government of Belgium). Our rifles compete with products offered by Marlin Firearms Co., Sturm, Ruger & Co., Inc., USRAC, Savage Arms, Inc. and Browning.

Ammunition.    Price is the primary competitive factor in the ammunition industry. In the ammunition market, we compete with the Winchester unit of Olin Corporation, and the Federal Cartridge Co. and CCI units of Alliant Techsystems, Inc.

Fishline.    Our fishing line products compete primarily with products offered by Pure Fishing, formerly Berkley, Inc., JWA Fishing and private label products.

Manufacturing

We currently manufacture our hunting and shooting sports products at three plants located within the United States.

Firearms.    Our facility in Ilion, New York manufactures shotguns, rifles, powder metal parts and accessories such as extra barrels, and also houses a portion of our gunsmith repair services and our custom gun shop. Our facility in Mayfield, Kentucky manufactures rimfire and centerfire rifles. To manufacture our various firearm models, we utilize a combination of parts manufactured from raw materials at the Ilion and Mayfield facilities and components purchased from independent manufacturers. Quality control processes are employed throughout the production process, utilizing specifically tailored testing procedures and analyses. We believe that our firearm manufacturing safety record is excellent.

Ammunition.    Our facility in Lonoke, Arkansas manufactures ammunition and ammunition components. Primer mixture manufactured on site is combined with parts and raw materials to produce centerfire ammunition, rimfire ammunition and shotshell. Some parts are manufactured on site, while other components are purchased from independent manufacturers. Throughout the various processes, our technicians continuously monitor and test the velocity, pressure and accuracy levels of the ammunition. We believe that our ammunition manufacturing safety record is among the best in the U.S. ammunition industry.

Supply of Raw Materials

To manufacture our various products, we utilize numerous raw materials, including steel, lead, brass, powder, plastics and wood, as well as manufactured parts purchased from independent manufacturers. For a number of our raw materials, we rely on one or a few suppliers. For example, our requirements for brass strip and walnut gun stock blanks are each currently being met by a single vendor, and our requirements for smokeless powder (an indispensable component of our ammunition) are met by three suppliers, who are the only sources of smokeless powder in the United States and Canada. We also purchase a number of stamped parts from a single vendor. Generally, we have had satisfactory, long-term relationships with these suppliers. We have written purchase contracts with some, but not all, of these suppliers. Any disruption in our relationships with any of these vendors or reductions in the production of the material supplied could, in each case, adversely affect our ability

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to obtain an adequate supply of the material and could impose additional operational costs associated with sourcing raw materials from new suppliers. We believe that we have a good relationship with each of these vendors and do not currently anticipate any material shortages or disruptions in supply from these vendors. Alternative sources, many of which are foreign, exist for each of these materials from which we could obtain such raw materials. Nonetheless, we do not currently have significant supply relationships with any of these alternative sources and cannot estimate with any certainty the length of time that would be required to establish such a supply relationship, or the sufficiency of the quantity or quality of materials that could be so obtained.  See “Risk Factors—Risks Related to Our Business and Industry—We are dependent on a number of  key suppliers”.

The price and availability of raw materials are affected by a wide variety of interrelated economic and other factors, including alternative uses of materials and their components, changes in production capacity, energy prices and governmental regulations. Industry competition and the timing of price increases by suppliers limits to some extent our ability and the ability of other industry participants to pass raw material cost increases on to customers. We use commodity options and futures contracts to hedge against the risk of increased prices for raw materials. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financial Instruments”.

Service and Warranty

We support service and repair facilities for all of our firearms products in order to meet the service needs of our distributors, customers and consumers nationwide. New Remington firearms products purchased in North America are warranted to the original purchaser to be free from defects in material and workmanship for a period of two years from the registered date of purchase. Warranty expense was $2.5 million in 2001 and $3.2 million in the year ended December 31, 2002. Such levels of warranty expense were consistent with our historical experience.

Market Trends

A number of current trends are potentially significant to the hunting and shooting sports market.

We believe that the number of private hunting facilities is increasing, as is the availability of alternatives to traditional hunting activities, such as sporting clays and other target sports. On the other hand, we believe that the development of rural property in many locations has curtailed or eliminated access by hunters to private and public lands.

Environmental issues, such as concern about lead in the environment, may adversely affect the industry. We have developed a line of shotshells that use steel shot instead of the industry standard lead shot. These shotshells are intended to reduce the amount of lead being introduced into the environment and to appeal not only to the shooter legally required to use steel shot, but also to the environmentally concerned shooter.

We believe that hunting and shooting safety is an important issue that affects sales of firearms, ammunition and other shooting-related products. Since early 2000, nearly all firearms that we have shipped have included a unique built-in internal locking mechanism. We believe that we are the first long gun manufacturer to have included such an internal locking mechanism in most of its firearms. In addition, we have focused on safety education. Such instruction is also provided through an interactive safety training course on our Internet web site. We also provide substantial amounts of information regarding our products, their safe use and handling, and general shooting and outdoors information on our website, at www.remington.com, which we believe to be the most comprehensive web site in the industry. We also work through industry trade groups and hunter safety organizations to teach both novices and experienced gun owners the safe use, care and handling of firearms.

We believe that the current trend toward firearms regulatory proposals, as well as pending municipal handgun litigation (or consumer perceptions of these developments) could adversely affect the firearms and

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ammunition market. We produce firearms and ammunition that are used by hunters and sporting enthusiasts, and to a lesser extent, by law enforcement agencies. We do not produce “assault weapons” as defined in the federal law enacted in 1994. We do not produce handguns (as that term is conventionally used), and no Remington brand handguns have been produced since before World War II. We do, however, produce handgun ammunition. See “—Regulation”.

Although we believe that these trends have not had a material adverse effect on our business in the past, there can be no assurance that they will not do so in the future, or that industry sales of firearms, ammunition and other shooting-related products will not decline.

Other Product Lines

According to the ASDI, approximately 54 million people in the United States consider themselves anglers. Fishing is generally considered an inexpensive sport that can be enjoyed by people of widely varying ages, skills and abilities. We distribute a range of monofilament fishing line under the brand names Stren and Remington, offering eight families of fishing line for the recreational fisherman. The SMRG estimates that the U.S. retail market for recreational fishing line was approximately $66 million in 2001, of which we had a 27% U.S. market share based on sales dollars. Our fishing line products compete primarily with products offered by Pure Fishing (formerly Berkley, Inc.), JWA Fishing, and private labels. In December 2001, we entered into an agreement with Wal-Mart to produce and sell monofilament fishing line to be marketed as a private label product by Wal-Mart.

We purchase a significant amount of fishing line for our product lines from DuPont under a supply agreement that is automatically renewed annually unless either party notifies the other of its intent to terminate. Any disruption in our relationship with DuPont, or reductions in fishing line production by DuPont, could adversely affect our ability to obtain an adequate supply of fishing line on favorable terms. Alternative sources, many of which are foreign, exist from which we could obtain such supply. Although we currently have supply relationships with some of these alternative sources, we cannot estimate with any certainty the sufficiency of the quantity or quality of materials that could be so obtained. In addition, we may incur additional costs in sourcing raw materials from alternative producers.

We produce a complete line of clay targets for use in trap, skeet and sporting clays shooting activities, marketed under the Blue Rock brand name. Our clay targets are manufactured at two facilities located at Ada, Oklahoma and Findlay, Ohio. Targets are manufactured from a mixture of limestone and petroleum pitch.

We also market hunting and shooting accessories (including safety and security products, parts, gun care and cleaning products, belts, clips and folding and collectible knives) and commercial powder metal parts for the automotive, sporting goods, office equipment, hardware, medical and communication industries. We have licensed the Remington mark to certain third parties that manufacture and market sporting and outdoor products that complement our product line. See “—Licensing”.

Marketing and Distribution

Our products are distributed throughout the United States and in over 60 other countries. In the United States, Remington products are distributed primarily through a network of wholesalers and retailers who purchase the product directly from us for resale predominantly to gun dealers and end users, respectively. The end users include sportsmen, hunters, target shooters, gun collectors, and law enforcement and other  government organizations.

Our products are marketed primarily through manufacturer’s sales representatives. In 2002, approximately 61% of our sales consisted of sales made through our five manufacturer’s sales representative groups, who market principally to wholesalers, dealers and regional chains. These sales representatives are prohibited from selling competing goods from other manufacturers and are paid variable commissions based on the type of

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products that are sold. The customers to which the sales representatives market our products are authorized to carry specified types of Remington products for a non-exclusive one-year term, though not all carry the full range of products. These customers generally carry broader lines of merchandise than do the mass merchandisers and are less seasonal in sales.

Our in-house sales force markets our product lines directly to national accounts (consisting primarily of mass merchandisers) and to federal, state and local government agencies. Approximately 21% of our total sales and approximately 19% of our hunting and shooting sports sales in 2002 consisted of sales made to a national account, Wal-Mart. National accounts generally provide convenient access for hunting and shooting consumers to our products but carry a more limited array of products and are more seasonal in sales. Our sales to Wal-Mart are generally not governed by written contracts. Although we believe our relationship with Wal-Mart is good, the loss of this customer or a substantial reduction in sales to this customer could adversely affect our financial condition or results of operations. No other single customer comprises more than 10% of sales. No material portion of our business is subject to renegotiation of profits or termination of contracts at the election of a governmental purchaser. See “Risk Factors—Risks Related to Our Business and Industry—A substantial amount of our business comes from one ‘national account’ customer”.

Foreign sales were approximately 6% for 2002, 7% for 2001 and 6% for 2000, respectively, of our total sales. Hunting/shooting sports foreign sales were approximately 7% for 2002, 2001 and 2000, respectively, of our total hunting/shooting sports sales. Our sales personnel and manufacturer’s sales representatives market to foreign distributors generally on a nonexclusive basis and for a one-year term.

Because our firearms products are generally used during the fall hunting season, many of firearms products are sold pursuant to a “dating plan” which allows the purchasing distributor to buy the products commencing at the beginning of our dating plan year in December, and pay for them on extended terms. Discounts are offered for early payment under this plan. In the first quarter of each dating plan year, we receive orders from our customers, which are designated as firm orders, although we may permit adjustments in outstanding unfilled orders. We also follow industry practice in canceling most firearms orders from our distributors that remain unfilled at the end of each dating plan year. We also maintain a dating plan relating to ammunition that offers discounts for payment prior to our usual 90-day payment period. In addition, beginning in 2000, we also began offering extended payment terms on select ammunition purchases as a competitive measure. For further discussion of seasonality and related matters, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Purchasing Patterns; Seasonality”. The backlog of unfilled total orders was approximately $97.3 million as of February 28, 2003, compared to $119.9 million as of February 28, 2002. The backlog of unfilled hunting and shooting sports orders was approximately $93.9 million as of February 28, 2003, compared to $116.6 million as of February 28, 2002.

Research and Development

We maintain an ongoing research and development program, with approximately 47 employees engaged in these efforts as of December 31, 2002. New products and improvements to existing products are developed based upon the perceived needs and demands of consumers, as well as successful products introduced to the market by our competitors. Our research and development program involves an in-house team of engineers, draftsmen, product testers and marketing managers using tools such as computer-assisted design and a variety of consumer research techniques. Research and plant technical staff then collaborate to produce an experimental prototype, ensuring that products and manufacturing processes are concurrently designed. Following a successful prototype, a pilot run is commenced to ensure that plant personnel and equipment can manufacture the product efficiently. We continue to introduce new products employing innovations in design and manufacturing in both firearms and ammunition.

Recent product line expansions include new versions of the Model Seven centerfire rifle in various Ultra-Magnum calibers and new versions in short-action ultra mag calibers of the Model 700 centerfire rifle. The

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Model 673 Guide Gun was introduced in 2003. Recent new ammunition developments include a new line of high performance, bonded rifle bullets marketed under the Core-Lokt Ultra brand. Two new Ultra Mag cartridges, the 300 & 7mm Remington Short Action Ultra Mag were launched, expanding Remington’s franchise in the heavy magnum product arena, while the ..221 Fireball cartridge was reintroduced, complementing the Model 700 Classic firearm offering. The UMC category was expanded to include Jacketed Hollow Point bullet specifications in the pistol and revolver category. A proprietary high density, non-toxic product, Premier Hevi Shot, was launched delivering an enhanced performing shotshell for turkey and waterfowl hunting. We also developed the Core-Lokt Ultra slug, which provides superior performance for shotgun deer hunters. In the rimfire category, the .17 caliber HMR V-Max was introduced.

Research and development expenditures for our continuing operations in 2002, 2001, and 2000 amounted to approximately $6.1 million, $5.9 million, and $6.4 million, respectively.

Patents and Trademarks

Our operations are not dependent to any significant extent upon any single or related group of patents. We do not believe that the expiration of any of our patents will have a material adverse effect on our financial condition or our results of operations. Our operations are not dependent upon any single trademark other than the Remington word mark, the Remington logo mark, and, to a lesser extent, the Stren mark. Some of the other trademarks that we use, however, are nonetheless identified with and important to the sale of our products.

In June 2000, we formed RA Brands, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of Remington to which Remington transferred ownership of all of its patents, trademarks and copyrights. RA Brands, L.L.C. owns all of the above-referenced trademarks and licenses them to Remington. We believe that we have adequate policies and procedures in place to protect our intellectual property.

While we own the Remington marks (and registrations thereof) for use in our firearms and ammunition product lines and certain related products associated with hunting, wildlife and the outdoors, Remington Products Company LLC, an unrelated company, claims rights to the mark with respect to certain other product areas, particularly personal care products (including electric razors). Pursuant to a Trademark Settlement Agreement, dated December 5, 1986, between us and Remington Products, we agreed with Remington Products as follows:

• Remington Licensing Corporation, a Delaware corporation owned equally by us and Remington Products, owns the Remington marks in the United States with respect to products of mutual interest to us and to Remington Products.

• Remington Licensing Corporation licenses the Remington marks on a royalty-free basis to us and Remington Products for products in our and their respective markets.

• We are restricted in our ability to expand our use of the Remington mark into product areas claimed by Remington Products, particularly personal care products.

• We have the right to use the Remington mark with respect to certain product areas for which we do not own the mark, including certain knives and other merchandising items.

• If certain bankruptcy or insolvency-related events occur with respect to either us or Remington Products, the bankrupt or insolvent party may be contractually required to sell its interest in Remington Licensing corporation to the other party at book value or fair market value, depending on the circumstances. While in some cases this requirement may not be enforceable under the U.S. Bankruptcy Code, if Remington Products came to own all of Remington Licensing Corporation, that could provide Remington Products with greater leverage over our licensing relationship with Remington Licensing Corporation for the ancillary products discussed above.

We do not own any patents or other intellectual property with respect to the manufacture of the nylon monofilament fishing line products that we market and distribute. We purchase a significant amount of our fishing line requirements under a supply agreement with DuPont. See “—Other Product Lines”.

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Licensing

We license the Remington and Stren marks to companies that manufacture and market products that we believe complement our product line. Currently, the Remington mark is licensed for use on, among other things, sporting and outdoor apparel, caps, gun cases, fishing rods and reels, non-prescription sun, shooting and safety glasses, tree stands, wildlife feeders and various other nostalgia/novelty goods. The Stren mark is licensed for use on sunglasses, wildlife feeders and caps. We strive to ensure that the quality, image and appeal of these licensed products are consistent with the high-quality image of our core products. These licenses generally grant an exclusive right to sell a specific product category, with the standard term being five years. We believe that these licenses increase the market recognition of the Remington and Stren trademarks and enhance our ability to market core products and that licensing facilitates new cross-marketing promotional opportunities and generates income. Some of our licensing efforts are carried out under terms established in the trademark settlement agreement described above.

Regulation

The manufacture, sale and purchase of firearms are subject to extensive federal, state and local governmental regulation. The basic federal laws are the National Firearms Act and the Federal Firearms Act, which were originally enacted in the 1930s and which have been amended from time to time. Federal laws generally prohibit the private ownership of fully automatic weapons and place certain restrictions on the interstate sale of firearms unless certain licenses are obtained. We do not manufacture fully automatic weapons. We possess valid federal licenses for all of our owned and leased sites to manufacture and/or sell firearms and ammunition.

In 1994, a federal law with a ten year term was enacted that generally prohibits the manufacture of certain firearms defined under that statute as “assault weapons” as well as the sale or possession of “assault weapons” except for those that, prior to the law’s enactment, were legally in the owner’s possession. This law expressly exempts approximately 650 models of firearms that are generally used by hunters and sporting enthusiasts. None of our current firearms products are considered to be “assault weapons” under federal or state law. Various bills have been introduced in Congress in recent years to repeal bans on semi-automatic assault weapons and large-capacity ammunition feeding devices; the likelihood of their passage is uncertain, as are the prospects that the “assault weapon” ban will be renewed (or otherwise modified) when its current provisions are scheduled to expire in September 2004. Another federal law, enacted in 1993 and extended in 1998, the so-called “Brady Bill”, mandates a national system of instant background checks for all firearms purchases from federally-licensed firearms retail dealers. Legislation has been proposed to further extend this system to sales made by non-retail sellers at gun shows.

Bills have been introduced in Congress to establish, and to consider the feasibility of establishing, a nationwide database recording so-called “ballistic images” of ammunition fired from new guns. To date, only two states have established such registries, and neither state includes such “imaging” data from long guns, although there can be no assurance that they will not include them in the future. Proposed legislation in at least one other state would be applicable to Remington rifles, and would call for “imaging” of both cartridges and projectiles. In addition, bills have been introduced in Congress in the past several years that would affect the manufacture and sale of handgun ammunition, including bills to regulate the manufacture, importation and sale of any projectile that is capable of penetrating body armor, to impose a tax and import controls on bullets designed to penetrate bullet-proof vests, to prohibit the manufacture, transfer or importation of .25 caliber, .32 caliber and 9mm handgun ammunition, to increase the tax on handgun ammunition, to impose a special occupational tax and registration requirements on manufacturers of handgun ammunition, and to drastically increase the tax on certain handgun ammunition, such as 9mm, .25 caliber, and .32 caliber bullets. Some of these bills would apply to ammunition of the kind we produce, and accordingly, if enacted, could have a material adverse effect on our business. We believe that existing regulations applicable to ammunition have not had such an effect.

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State and local laws and regulations vary significantly in the level of restrictions they place on gun ownership and transfer. Some states have recently enacted, and others are considering, legislation restricting or prohibiting the ownership, use or sale of certain categories of firearms and/or ammunition. Although numerous jurisdictions presently have mandatory waiting period laws for handguns (and some for the sale of long guns as well), there are currently few restrictive state regulations applicable to handgun ammunition. However, Remington firearms are covered under several recently enacted state regulations requiring guns to be sold with internal or external locking mechanisms. Some states are considering mandating certain design features on safety grounds, most of which would be applicable only to handguns. We believe that hunting safety issues may affect sales of firearms, ammunition and other shooting-related products. In the northeastern United States, for example, some communities permit hunters to use only shotguns (which have a shorter average range than rifles) for deer hunting to minimize the possibility of shooting accidents in more densely populated areas. We market specialized ammunition, our Premier^® Copper Solid^™ sabot slug, intended for use in a shotgun, which is designed to give hunters the accuracy and effectiveness of a rifle.

We believe that existing federal and state regulation regarding firearms and ammunition has not had a material adverse effect on our sales of these products to date. See “Business—Regulation”. However, there can be no assurance that federal, state, local or foreign regulation of firearms and/or ammunition will not become more restrictive in the future and that any such development would not have a material adverse effect on our business. See “Risk Factors—Risks Related to Our Business and Industry—We operate in a highly regulated industry”.

Environmental Matters

Our operations are subject to a variety of federal, state and local environmental laws and regulations which govern, among other things, the discharge of hazardous materials to the air and water, handling, treatment, storage and disposal of such materials, as well as remediation of contaminated soil and groundwater. We have in place programs that monitor compliance with these requirements and believe our operations are in material compliance with them. In the normal course of our manufacturing operations, we are subject to occasional governmental proceedings and orders pertaining to waste disposal, air emissions and water discharges into the environment. We believe that we are in compliance with applicable environmental regulations in all material respects, and that the outcome of any such proceedings and orders will not have a material adverse effect on our business.

On June 7, 1999, we were informed that we are a potentially responsible party in a case involving the RSR Corporation (RSR) Superfund site in Dallas, Texas. We shipped lead waste to this facility in the 1980s. DuPont accepted responsibility for this liability under the terms of an agreement with us. See “—Certain Indemnities”.

On January 6, 2000, we received a request for information related to shipments of used drums to Container Recycling Inc., a Superfund site in Kansas City, Kansas. Shipments were made in 1994 by us, and we, as well as DuPont and others, have been identified as potentially responsible parties. Based upon the limited number of containers shipped to this site, we believe that our costs to resolve the matter will not be significant.

On March 5, 2001, we received a request for information relating to any use of the Agriculture Street Landfill, a Superfund site in New Orleans, LA. DuPont has accepted responsibility for this site under terms of its agreement with us, and responded to EPA. We have identified no contribution to or use of this site on our part.

On February 21, 2002, we received a request for information regarding the Peters Cartridge Company’s Kings Mills Technical Center, in Warren County, Ohio. While Peters Cartridge Company was owned by Dupont, the only assets relating to Peters Cartridge Company transferred to Remington as part of the Acquisition was the Peters trademark. Dupont has informed the Environmental Protection Agency that it is responsible for this site. See “—Certain Indemnities”.

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We are currently conducting groundwater monitoring at our facilities in Lonoke, Arkansas and Ilion, New York for remediation projects for which DuPont has assumed responsibility for the cost under our agreement with DuPont.

Based on information known to us, we do not expect current environmental regulations or environmental proceedings and claims to have a material adverse effect on our results of operations or financial condition. However, it is not possible to predict with certainty the impact of future environmental compliance requirements or of the cost of resolution of any future environmental proceedings and claims, in part because the scope of the remedies that may be required is not certain, liability under some federal environmental laws is under certain circumstances joint and several in nature, and environmental laws and regulations are subject to modification and changes in interpretation. There can be no assurance that environmental regulation will not become more burdensome in the future or that unknown conditions will not be discovered and that any such development would not have a material adverse effect on our business.

Legal Proceedings

Under the terms of the asset purchase agreement pursuant to which Holding and Remington acquired the business in 1993 from DuPont (the “Purchase Agreement”), the sellers retained liability for, and are required to indemnify us against:

• all product liability cases and claims (whenever they may arise) involving discontinued products;

• all product liability cases and claims involving products that had not been discontinued as of the Acquisition but relating to occurrences that took place prior to the Acquisition; and

• environmental liabilities based on conditions existing at the time of the Acquisition.

These indemnification obligations of the sellers are not subject to any survival period limitation. We have no current information on the extent, if any, to which the sellers have insured these indemnification obligations. Except for certain cases and claims relating to shotguns as described below and except for all cases and claims relating to products discontinued prior to the Acquisition, we generally bear financial responsibility for the costs of product liability cases and claims relating to occurrences after the Acquisition and are required to indemnify the sellers against such cases and claims. See “—Certain Indemnities”.

Since December 1, 1993, we have maintained insurance coverage for product liability claims subject to certain self-insured retentions on a per-occurrence basis for personal injury or property damage relating to occurrences arising after the Acquisition. We believe that our current product liability insurance coverage for personal injury and property damage is adequate for our needs. Our current product liability insurance policy runs from December 1, 2002 through November 30, 2003 and provides for a self-insured retention of $0.5 million per occurrence (plus pro-rata legal expenses). The current policy has a batch clause endorsement, which in general provides that if a batch of our products were to be defective, our liability for product liability expenses and damages related to the entire batch would be capped at the amount of self-insured retention for a single occurrence. The policy excludes from coverage any pollution-related liability. Based in part on the nature of our products, and the impact on the insurance market of the events of September 11, 2001, there can be no assurance that we will be able to obtain adequate product liability insurance coverage upon the expiration of the current policy. Certain of our post-December 2001 excess insurance coverage expressly does not apply to actions brought by municipalities as described below.

As a result of contractual arrangements, we manage the joint defense of product liability litigation involving Remington brand firearms and our ammunition products for both Remington and the sellers. As of December 31, 2002, approximately 17 individual bodily injury cases and claims were pending, primarily alleging defective product design, defective manufacture and/or failure to provide adequate warnings; some of these cases seek punitive as well as compensatory damages. We have previously disposed of a number of other cases involving post-Acquisition occurrences by settlement. Of the individual cases and claims pending as of

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December 31, 2002, approximately three involve matters for which the sellers retained liability and are required to indemnify us. The remaining approximately 14 pending cases involve post-Acquisition occurrences for which we bear responsibility under the Purchase Agreement; the sellers have some responsibility for the costs of approximately one of these cases involving certain shotguns, as described below.

A recently resolved case for which Remington bore financial responsibility involved the accidental fatal shooting in October 2000 of a nine-year-old boy, Gus Barber, with a Remington Model 700 bolt-action rifle being unloaded by his mother after a hunting trip in Montana. This tragedy was the focus of repeated local and national media attention, and the subject of a lawsuit filed in December 2001, in federal district court in Montana naming Remington and the Sellers as defendants. The lawsuit was resolved in May 2002 and was thereafter formally dismissed. Like many Remington bolt-action centerfire firearms made before 1982, the Barber rifle was manufactured with a feature known as a ‘bolt-lock’, which requires the manual safety to be moved to the ‘fire’ position to begin the process of unloading the rifle. Partly in response to this accident, in early March 2002, we initiated a nationwide product safety program under which we will clean, inspect and modify such centerfire firearms to remove the bolt-lock feature for $20. Participating customers will receive a transferable $20 rebate coupon on the purchase of specified Remington safety products. This offer was originally intended to expire on December 31, 2002. However, we have decided to continue this program at least until December 31, 2003. Approximately 2.5 million guns manufactured prior to 1982 may be eligible for the offer. Although due to various uncertainties (including the number of participating customers and the condition of their guns), we cannot estimate the ultimate cost of the program, based in part on customer responses to date, and the length of time since the products were manufactured, we do not believe the safety program will have a material adverse effect on our financial condition or liquidity, although there can be no assurances given in that regard.

In addition to these individual cases, as a manufacturer of shotguns and rifles, Remington has been named in only three of the approximately 30 actions brought by certain municipalities, primarily against manufacturers and sellers of handguns: (i) City of Boston, et al. v. Smith & Wesson, et al., No. 99-2590 (Suffolk Super Ct.); (ii) City of St. Louis, Missouri v. Henry Cernicek, et al., No. 992-01209 (Cir. Ct. St. Louis) & 00 Civil 1895 (U.S. Dist. Ct E.D. Missouri); and (iii) City of New York, et al. v. B.L. Jennings, Inc., et al., 00 Civil 3641 (JBW) (U.S. Dist. Ct. E.D.N.Y.). As a general matter, these lawsuits claim that the distribution practices of defendant firearms manufacturers allegedly permitted their products to enter a secondary market, from which guns can be obtained by unauthorized users; that defendants fail to include adequate safety devices in their firearms to prevent unauthorized use and accidental misuse; and that defendants’ conduct has created a public nuisance. Plaintiffs generally seek injunctive relief and money damages (consisting of the cost of providing certain city services and lost tax and other revenues), and in some cases, punitive damages, as well.

In City of Boston, first filed in 1999, an order granting plaintiff’s March 27, 2002 request to dismiss the case with prejudice as to all defendants was entered on April 1, 2002.

In City of St. Louis, a First Amended Complaint naming Remington was filed on August 15, 2000, in Circuit Court of the City of St. Louis. The case was removed on November 29, 2000, to the U.S. District Court for the Eastern District of Missouri by third-party defendant, Denel (Pty) Ltd., a firearms manufacturer majority-owned by the Republic of South Africa. Removal was made pursuant to Title 28, section 1330, of the United States Code, as an action involving a foreign state. On September 25, 2001, the federal court remanded the case to state court (where motions to dismiss are pending). On March 1, 2002, the St. Louis City court granted the defendants’ motion to transfer venue to the Circuit Court for St. Louis County. Plaintiffs’ challenge to that ruling was rejected, and defendants’ motion to dismiss in this new venue was argued on February 28, 2003.

In City of New York, the New York City Health and Hospitals Corp., and certain city officials filed an Amended Complaint, dated September 1, 2000, in the U.S. District Court for the Eastern District of New York naming Remington and asserting claims similar to those in City of Boston. Remington answered on December 1, 2000. Plaintiffs’ and defendants’ initial discovery requests were served in June 2001. In August 2001, the City indicated its intention to file a second amended complaint. However, in part as a result of the

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events of September 11, the court has granted the City’s request that the case be put on hold pending the appeal by the State of New York of the dismissal of its separate lawsuit against handgun manufacturers (in which we are not a defendant).

Motions to intervene had been filed in another such municipal lawsuit, Chicago v. Beretta U.S.A. Corp. (Cook Co. Ct.), seeking to name as additional defendants unidentified “ammunition manufacturers”. Such intervention was not permitted by the court, which, on September 15, 2000, granted the existing defendants’ motion to dismiss the case. The City of Chicago appealed this decision on October 11, 2000, and on November 4, 2002, the Illinois Appellate Court reversed that decision. It is our understanding that defendants in the case have filed a petition for review to the Illinois Supreme Court.

The number of cases listed above do not include Joe Luna, et al. v. Remington Arms Company, Inc. and E.I. du Pont de Nemours and Company et al., which was first filed in 1989 in Texas district court in Jim Wells County. The plaintiffs sought certification of a class consisting of all Texas owners of Model 700 bolt-action rifles seeking the cost of repair. In June 1996, the district court certified for class treatment certain limited issues; this ruling was reversed on appeal. Remington was not named as a defendant until July 1996, and was not a party to the appeal, although the appellate courts’ decisions should govern class action claims against Remington as well. The sellers’ obligations with respect to Luna include a requirement that they indemnify Remington against claims for economic loss involving Model 700 rifles shipped prior to the end of May 1997. Claims involving Model 700 rifles shipped thereafter would be our responsibility and, to the extent that they do not involve personal injury or property damage, would not be covered by Remington’s product liability insurance.

A majority of states have enacted some limitation on the ability of local governments to file such lawsuits against firearms manufacturers. In addition, similar legislation limiting such lawsuits on a federal level has been proposed in both houses of Congress.

In the spring of 2000, the Federal Trade Commission and the attorneys general of several states instituted investigations into allegations of anticompetitive retaliation against Smith & Wesson by other participants in the firearms industry. To date, Remington has received and replied to civil investigative demands and subpoenae duces tecum and other discovery requests from the State of Connecticut and the Federal Trade Commission. Remington, which makes only long guns, does not compete with Smith & Wesson, which makes handguns.

In recognition of and support of certain legal and legislative initiatives, the firearms industry has established the Hunting and Shooting Sports Heritage Fund of which we are a member. During 2003, we will contribute 0.5% of our domestic net revenue from sales of our firearms and select accessory products to this organization. A portion of the Fund’s revenues are used to pay costs associated with litigation brought against the industry. Contributions in 2002 and 2001 were $0.8 million and $1.7 million, respectively.

Because our assumption of financial responsibility for certain product liability cases and claims involving pre-Acquisition occurrences was limited to an amount that has now been fully paid, with the sellers retaining liability in excess of that amount and indemnifying us in respect of such liabilities, and because of our accruals with respect to such cases and claims, we believe that product liability cases and claims involving occurrences arising prior to the Acquisition are not likely to have a material adverse effect upon our financial condition or results of operations. Moreover, although it is difficult to forecast the outcome of litigation, we do not believe, in light of relevant circumstances (including the current availability of insurance for personal injury and property damage with respect to cases and claims involving occurrences arising after the Acquisition, our accruals for the uninsured costs of such cases and claims and the sellers’ agreement to be responsible for a portion of certain post-Acquisition shotgun-related product liability costs, as well as the type of firearms products that we make), that the outcome of all pending post-Acquisition product liability cases and claims will be likely to have a material adverse effect upon our financial condition or results of operations. Nonetheless, in part because the nature and extent of liability based on the manufacture and/or sale of allegedly defective products (particularly in connection with the use of firearms) is uncertain, there can be no assurance that our resources will be adequate to

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cover pending and future product liability occurrences, cases or claims, in the aggregate, or that a material adverse effect upon our financial condition or results of operations will not result therefrom. Because of the nature of our products, we anticipate that we will continue to be involved in product liability litigation in the future. See “Risk Factors—Risks Related to Our Business and Industry—We expect to continue to be involved in product liability litigation”.

Certain Indemnities

As of the closing of the Acquisition in December 1993 under the Purchase Agreement, we assumed:

• a number of specified liabilities, including certain trade payables and contractual obligations of Sporting Goods;

• limited financial responsibility for specified product liability claims relating to disclosed occurrences arising prior to the Acquisition;

• limited financial responsibility for environmental claims relating to the operation of the business prior to the Acquisition; and

• liabilities for product liability claims relating to occurrences after the Acquisition, except for claims involving discontinued products.

All other liabilities relating to or arising out of the operation of the business prior to the Acquisition are excluded liabilities (the “Excluded Liabilities”), which the sellers retained. The sellers are required to indemnify Remington and its affiliates in respect of the Excluded Liabilities, which include, among other liabilities:

• liability in excess of our limited financial responsibility for environmental claims and disclosed product liability claims relating to pre-closing occurrences;

• liability for product liability litigation related to discontinued products; and

• certain tax liabilities, and employee and retiree compensation and benefit liabilities.

The sellers’ overall liability in respect of their representations, covenants and the Excluded Liabilities under the Purchase Agreement, excluding environmental liabilities and product liability matters relating to events occurring prior to the purchase but not disclosed, or relating to discontinued products, is limited to $324.8 million. With a few exceptions, the sellers’ representations under the Purchase Agreement have expired. We made claims for indemnification involving product liability issues prior to such expiration. See “—Legal Proceedings”.

In addition, the sellers agreed in 1996 to indemnify us against a portion of certain product liability costs involving various shotguns manufactured prior to 1995 and arising from occurrences on or prior to November 30, 1999. These indemnification obligations of the sellers relating to product liability and environmental matters (subject to a limited exception) are not subject to any survival period limitation, deductible or other dollar threshold or cap. We and the sellers are also party to separate agreements setting forth agreed procedures for the management and disposition of environmental and product liability claims and proceedings relating to the operation or ownership of the business prior to the Acquisition, and are currently engaged in the joint defense of certain product liability claims and proceedings. See “—Legal Proceedings”.

Employees

As of February 28, 2003, we employed approximately 2,334 full-time employees of whom nearly 2,104 were engaged in manufacturing, approximately 183 in sales and general administration and approximately 47 in research and development. An additional work force of temporary employees is engaged during peak production schedules.

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The United Mine Workers of America (“UMWA”) represents approximately 953 hourly employees at our plant in Ilion, New York. The collective bargaining agreement with UMWA was renegotiated effective October 2002 with the contract expiring in September 2007. We also have a labor agreement with Local 2021 of the United Automobile, Aircraft and Agricultural Implement Workers of America, U.A.W., which represents approximately 4 hourly employees at our plant in Findlay, Ohio, which agreement is terminable by either party on notice. Employees at our Lonoke, Arkansas, Mayfield, Kentucky and Ada, Oklahoma facilities are not represented by unions. There have been no significant interruptions or curtailments of operations due to labor disputes since prior to 1968 and we believe that our relations with our employees are satisfactory.

Properties

Our manufacturing operations are currently conducted at five owned facilities. The following table sets forth selected information regarding each of these facilities:

Plant	Product	Square Feet (in thousands)
Ilion, New York	Shotguns; centerfire and rimfire rifles	1,000
Lonoke, Arkansas	Shotshell; rimfire and centerfire ammunition	750
Mayfield, Kentucky	Rimfire rifles and centerfire rifles	44
Findlay, Ohio	Clay targets	40
Ada, Oklahoma	Clay targets	21

We believe that these facilities are suitable for the manufacturing conducted therein and have capacities appropriate to meet existing production requirements. The Ilion, Lonoke and Mayfield facilities each contain enclosed ranges for testing firearms and ammunition.

Our headquarters and related operations are conducted in an office building that we own in Madison, North Carolina. Research and development is conducted at a facility that we own in Elizabethtown, Kentucky. All of the real property owned by us has been mortgaged to secure our obligations under our credit agreement. We also lease or contract for services from various warehouses and are a party to a leasing arrangement involving a facility operated by a third party contractor.

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MANAGEMENT

The names, ages and positions of the directors and executive officers of Remington are set forth below. All directors are elected annually and hold office until their successors are elected and qualified, or until their earlier removal or resignation.

Name	Age	Position
Leon J. Hendrix, Jr.(a)(b)(d)(e)(f)	61	Director, Chairman
B. Charles Ames	77	Director
Michael G. Babiarz(a)(c)(e)(f)	37	Director
Bobby R. Brown(b)(c)	70	Director
Richard A. Gilleland(b)(c)(d)	58	Director
Richard E. Heckert(b)(c)(d)	79	Director
Hubbard C. Howe(c)(e)(f)	74	Director
Thomas E. Ireland(b)(e)(f)	53	Director
Harold O. Rosser	54	Director
H. Norman Schwarzkopf(b)(d)	68	Director
Stephen C. Sherrill(a)(d)(e)(f)	49	Director
Thomas L. Millner(a)(b)	49	Director, President and Chief Executive Officer
Ronald H. Bristol, II	40	Executive Vice President and Chief Operating Officer
Mark A. Little(e)(f)	55	Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
Paul L. Cahan	61	Senior Vice President—Manufacturing
Jay M. Bunting, Jr.	45	Vice President—Sales, Marketing and Product Development—Firearms and Accessories
John M. Dwyer, Jr.	44	Vice President—Sales, Marketing and Product Development—Ammunition, Clay Targets and Law Enforcement
Samuel G. Grecco(e)(f)	49	Vice President—E-Business and E-Commerce, and Corporate Secretary

(a) Member, Executive Committee

(b) Member, Public Policy Committee

(c) Member, Audit Committee

(d) Member, Compensation Committee

(e) Member, Benefits Committee

(f) Member, Investment Committee

Each of our officers is elected by the Board of Directors to hold office until the next succeeding annual meeting of the Board of Directors.

None of our officers has any family relationship with any director or other officer. “Family relationship” for this purpose means any relationship by blood, marriage or adoption, not more remote than first cousin.

The business experience during the past five years of each of the directors and executive officers listed above is as follows:

Leon J. (Bill) Hendrix, Jr. has been a director and Chairman of Remington and Holding since prior to 1998. In November 2000, Mr. Hendrix retired as a principal of CD&R and became an outside director and paid Chairman of Remington. From prior to 1998 until April 1999, Mr. Hendrix was Chief Executive Officer. From prior to 1998 until November 2000, Mr. Hendrix was a principal of CD&R. In November 2000, Mr. Hendrix

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became an employee of the Company, retaining his title of Chairman. Mr. Hendrix currently serves as a director of Keithley Instruments, NACCO Industries, Inc. and Cambrex Corp. He is also a director of Riverwood International Corporation, and its parents RIC Holding, Inc. and Riverwood Holding, Inc., corporations in which an investment partnership managed by CD&R has an investment. Mr. Hendrix serves on the compensation committees of Keithley Instruments and Riverwood International Corporation.

B. Charles Ames was elected to the Board of Directors of Remington and Holding prior to 1998. Mr. Ames is a professional employee, and since prior to 1998, has been a principal of CD&R and a general partner of Clayton & Dubilier Associates IV Limited Partnership (“Associates IV”), the general partner of C&D Fund IV. Mr. Ames is also a director of Schulte Bautechnik GmbH, a director and Chairman of the Board of Riverwood International Corporation and its parents RIC Holding, Inc. and Riverwood Holding, Inc., corporations in which an investment partnership managed by CD&R has an investment. Mr. Ames also serves on the Boards of Directors of The Progressive Corporation and Lexmark International, Inc. Mr. Ames serves on the compensation committees of the Boards of Directors of Riverwood International Corporation and Lexmark International, Inc.

Michael G. Babiarz was elected to the Board of Directors of Remington and Holding in October 1998. He has been a principal of CD&R since prior to 1998. Mr. Babiarz currently serves as a director of SIRVA, Inc., a corporation in which an investment partnership managed by CD&R has an investment.

Bobby R. Brown has been a director of Remington and Holding since prior to 1998. From prior to 1998 to January 1998, Mr. Brown was President, Chairman and Chief Executive Officer of CONSOL Inc. and its parent CONSOL Energy Inc., the parents of Consolidation Coal Company, a coal mining company. Mr. Brown was the Chairman of CONSOL Inc. and CONSOL Energy Inc. from prior to 1998 to February 1999. Mr. Brown was a director of CONSOL Inc. and CONSOL Energy Inc. from prior to 1998 to February 2000. Mr. Brown currently serves as a director of Delta Trust and Bank and Horizon Natural Resources. Mr. Brown serves on the compensation committee of Delta Trust and Bank and Horizon Natural Resources.

Richard A. Gilleland has been a director of Remington and Holding since prior to 1998. From October 1998 to March 1999, Mr. Gilleland was CEO and President of Tyco Healthcare Group, a medical supplies company. He was Chairman and Chief Executive Officer of Physicians Resource Group, Inc., which provides management services to physicians and clinics, from prior to 1998 to October 1998. Mr. Gilleland was a director of Tyco International, Ltd. from prior to 1998 to July 1999.

Richard E. Heckert has been a director of Remington and Holding since prior to 1998. Mr. Heckert has been retired since prior to 1998.

Hubbard C. Howe has been a director of Remington and Holding since prior to 1998. Mr. Howe has served as Chairman and as a director since prior to 1998 of A.P.S., Inc., a distributor of automotive replacement parts, and its parent, APS Holding Corporation, corporations in which an investment partnership managed by CD&R had an investment. From prior to 1998 until January 1998, Mr. Howe served as the interim Chief Executive Officer of APS Holding Corporation and A.P.S., Inc. On February 2, 1998, A.P.S., Inc. and several of its direct and indirect subsidiaries filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the District of Delaware. A.P.S., Inc. was liquidated in 1999. Mr. Howe currently serves as a director of Western Industries Inc., Natural Pharmaceuticals Inc. and Riverwood International Corporation and its parents RIC Holding, Inc. and Riverwood Holding, Inc.

Thomas E. Ireland has been a director of Remington and Holding since May 2001. He has been a principal of CD&R since prior to 1998. Mr. Ireland is also a director of Jafra Cosmetics International, Inc. its parent CDJR Investments (LUX) S.A., and Jafra Cosmetics International, S.A. de C.V. corporations in which an investment partnership managed by CD&R has an investment.

Harold O. Rosser was elected to the Board of Remington and Holding in February 2003. Since prior to 1998, he has been a managing director of BRS, of which he is a founding member. Mr. Rosser currently serves as a director of California Pizza Kitchen, Inc., American Paper Group, Inc., American Paper Holdings, Inc.,

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Acapulco Restaurants, Inc., Penhall International, Inc., H&E Equipment Services, Inc., O’Sullivan Industries, Inc., Il Fornaio (America) Corporation, Au Bon Pain, Inc. and McCormick & Schmick Restaurant Corporation. Mr. Rosser serves on the compensation committees of Acapulco Restaurants, Inc., California Pizza Kitchen, Inc., Il Fornaio (America) Corporation, McCormick & Schmick Restaurant Corporation, O’Sullivan Industries, Inc., H&E Equipment Services, Inc. and Penhall International, Inc.

H. Norman Schwarzkopf has been a director of Remington and Holding since prior to 1998. From prior to 1998 he has been a commentator for NBC, as well as a lecturer and author. He currently serves as a director of USA Interactive and Endur, and served as a director of Burns International Services, Inc. from prior to 1998 until April 2000. General Schwarzkopf is also a member of the University of Richmond Board of Trustees and the Nature Conservancy’s President’s Council.

Stephen C. Sherrill was elected to the Board of Remington and Holding in February 2003. Since prior to 1998, he has been a managing director of BRS, of which he is a founding member. Mr. Sherrill currently serves as a director of Alliance Laundry Systems, Inc., B&G Foods, Inc., Doane Pet Care Company, Eurofresh, Inc., HealthEssentials, Inc., HealthPlus Corporation, MWI Veterinary, Inc. and Galey & Lord, Inc. Mr. Sherrill serves on the compensation committees of B&G Foods, Inc. and HealthPlus Corporation.

Thomas L. Millner was President and Chief Operating Officer of Remington since prior to 1998 until April 1999, and in April 1999 became President and Chief Executive Officer. Mr. Millner has been a director of Remington and Holding since prior to 1997. Mr. Millner currently serves on the Board of Directors of Stanley Furniture Co., Inc., Old London Foods and Atlanta Belting.

Ronald H. Bristol, II joined Remington prior to 1998, had served as Vice President and General Manager—Firearms since prior to 1998, and became Executive Vice President and Chief Operating Officer in April 2000.

Mark A. Little was Vice President, Chief Financial Officer and Controller from prior to 1998 to September 1999. In September 1999, he became Vice President, Chief Financial Officer and Treasurer. In April 2000, he became Executive Vice President, Chief Financial Officer and Chief Administrative Officer and in December 2002, he re-assumed the additional position of Treasurer.

Paul L. Cahan joined Remington prior to 1998 as Vice President—Ammunition and in January 1998 became Vice President and General Manager—Ammunition. In August 2001, he became Senior Vice President—Manufacturing.

Jay M. Bunting, Jr. joined Remington prior to 1998 as Director of Firearms, Marketing and in January 2000 became Director of Sales. In August 2001, he became Vice President—Sales, Marketing and Product Development for Firearms and Accessories.

John M. Dwyer, Jr. joined Remington prior to 1998 as Director of Product Development—Ammunition and in July 2001 became Vice President—Sales, Marketing, and Product Development for Ammunition, Clay Targets and Law Enforcement.

Samuel G. Grecco was Vice President—Business Development and Corporate Secretary since prior to 1998 and became Vice President—E-Commerce and E-Business and Corporate Secretary in April 2000.

Shareholders’ Agreement

In connection with the Transactions, the C&D Fund and the BRS Fund entered into a shareholders’ agreement which governs certain aspects of the relationships among Holding, Remington, the C&D Fund and the BRS Fund, and sets forth certain arrangement with respect to the corporate governance of Remington and Holding.

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Pursuant to the terms of the shareholders’ agreement, Remington’s board of directors must consist of the same members as the board of directors of Holding. The shareholders’ agreement further provides that the board of directors of Holding will initially consist of twelve directors (subject to adjustment upon the occurrence of specified events), including two nominees of the C&D Fund, two nominees of the BRS Fund, four existing directors and four directors mutually agreed to by the C&D Fund and the BRS Fund. These rights of designation held by the C&D Fund and the BRS Fund II are keyed to specified ownership levels, and will be reduced and/or cancelled if the C&D Fund’s or the BRS Fund’s ownership levels fall below thresholds specified in the shareholders’ agreement.

The shareholders agreement provides that the board may generally approve corporate actions through the approval of a majority of the directors present at any duly convened board meeting or by unanimous written consent of the directors without a meeting. However, the board of directors may not take certain significant actions without the prior written approval of each shareholder owning at least 5% of Holding’s common stock. Among the board actions generally requiring such prior written approval of shareholders are: (i) a sale of more than 50% of Holding’s outstanding voting securities, a merger or business combination, a recapitalization or a sale of all or substantially all of the assets of Holding or Remington and their respective subsidiaries; (ii) the appointment or termination of the Chief Executive Officer of Holding or Remington; (iii) any amendment to the Certificate of Incorporation or By-Laws of Remington or Holding, or any amendment to the shareholders’ agreement; (iv) any increase or decrease in the number of directors of Remington or Holding; (v) subject to certain exceptions, any transaction between Holding or its subsidiaries, on the one hand, and any shareholder, director or officer of Holding or any of its subsidiaries or affiliates of any such persons, on the other hand, having a value in excess of $500,000; and (vi) the termination or amendment of the C&D Fund’s consulting agreement or the BRS Fund’s consulting agreement. Except for items (iii) and (v), these actions will cease to require the C&D Fund’s prior written approval upon repayment in full of the Holding Notes.

The shareholders’ agreement also requires enhanced voting requirements for board approval of particular matters, including, among other things: (i) the entry by Holding or its subsidiaries into a line of business unrelated to the existing lines of business of Holding or Remington; (ii) the incurrence by Holding or its subsidiaries of indebtedness in excess of $5 million at any time outstanding; (iii) the acquisition or disposition by Holding or its subsidiaries of any assets outside of the ordinary course of business, having a value in excess of $5 million; (iv) any voluntary liquidation or dissolution of Holding or Remington; (v) any issuance of shares of capital stock or securities convertible into shares of capital stock, stock appreciation rights, profit participation interests or other similar rights of Holding or its subsidiaries to any person, except pursuant to any management stock option plan approved by a supermajority of the board of directors of Holding; (vi) subject to certain exceptions, the declaration of dividends or other distributions or repurchases or redemptions of capital stock or options by Holding or Remington; (vii) the appointment or termination of senior management, other than Chief Executive Officer, of Holding or Remington; and (viii) the creation of any compensation or option plan and the setting of annual compensation for any members of senior management of Holding and its subsidiaries. Under the shareholders’ agreement, the approval of these matters will require either (i) the affirmative vote of nine directors or (ii) the affirmative vote of a majority of directors present at any duly convened board meeting, which majority must include one director nominated by the C&D Fund and one director nominated by the BRS Fund for so long as the C&D Fund or the BRS Fund, as applicable, along with certain affiliates, hold at least 5% of the then outstanding shares of common stock of Holding.

Compensation of Directors

Members of the Boards of Directors of Remington who are not employees of Remington, Holding, CD&R or BRS (each, an “Eligible Director”) receive a per meeting fee of $1,000 for each Remington board and committee meeting attended and an annual retainer of $25,000. An additional fee of $1,000 per meeting is paid to the chairman of each committee. All directors are reimbursed for reasonable travel and lodging expenses incurred to attend meetings. Each Eligible Director was also eligible to participate in the RACI Holding, Inc. 1994 Directors’ Stock Plan (the “1994 Directors’ Plan”) under which a director could forego part or all of the annual

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retainer and meeting fee payable to him for calendar years 1995-1997 in exchange for shares of the Holding’s common stock. The number of shares payable was determined by dividing (i) the amount of cash retainer fees foregone with respect to services provided during a calendar year by (ii) the greater of (x) the fair market value of a share of Common Stock as of the last day of such calendar year and (y) $100. Under this Plan, 1,800 shares of common stock have been issued. The 1994 Directors’ Plan terminated in 1998. Effective July 1, 1997 under the RACI Holding, Inc. Director Stock Purchase Plan (the “1997 Directors’ Plan”), we offered each Eligible Director the opportunity to purchase up to 2,500 shares of common stock at a purchase price per share of $100. The 1997 Directors’ Plan terminated on July 1, 2002. As of the date of this prospectus, 11,250 shares and 1,250 matching deferred shares of common stock were issued under the 1997 Directors’ Plan.

Compensation of Executive Officers

The following table summarizes the compensation paid by Remington to its Chief Executive Officer and to each of our four other most highly compensated executive officers (the “Named Executive Officers”) during or with respect to the 2000, 2001 and 2002 fiscal years for services in all capacities rendered to us for such fiscal years.

	Annual Compensation			Long Term Compensation
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)(1)		Securities Underlying Options (#)	All Other Compensation
Thomas L. Millner President and Chief Executive Officer	2000 2001 2002	419,167 435,000 480,000	350,200 —   480,000	—   —		881 —   —	2,165,423 17,201 499,374	(2)
Ronald H. Bristol, II Executive Vice President and Chief Operating Officer	2000 2001 2002	219,167 235,000 260,000	87,680 —   117,015	—   —   —		—   —   —	501,998 7,050 252,968	(3)
Mark A. Little Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer	2000 2001 2002	208,917 220,000 245,000	159,400 —   220,500	—   —   —		122 —   —	652,837 10,451 177,385	(2)
Robert L. Euritt (7) Vice President—Human Resources	2000 2001 2002	173,000 178,667 190,000	111,400 —   152,000	52,971 61,009 51,595	(4) (4) (4)	—   —   —	697,150 5,360 200,711	(5)
Samuel G. Grecco Vice President—E-Business and E-Commerce and Corporate Secretary	2000 2001 2002	172,333 173,000 185,000	111,400 —   148,000	—   —   —		—   —   —	559,385 5,190 163,121	(6)

  (1) Excludes perquisites and other personal benefits if the aggregate amount thereof is less than $50,000 or 10% of the Named Executive Officer’s salary and bonus.

  (2) Amount reflects premiums paid by the Company for a Disability Insurance Policy, Remington’s matching contributions on behalf of the Named Executive Officer to the Remington Savings and Investment Plans in the amounts of $11,671 and $4,244 for Messrs. Millner and Little, respectively, special bonus payments (made in connection with dividends) of $19.54 per unit paid on each option and deferred share that was held by the Named Executive Officer on the respective record dates and a special award payment of $10,000.

  (3) Amount reflects Remington’s matching contributions on behalf of the Named Executive Officer to the Remington Savings and Investment Plans in the amount of $4,874, $116,985 of deferred share awards

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(valued at $220.31 per share), special bonus payments (made in connection with dividends) of $19.54 per unit paid on each option and deferred share that was held by the Named Executive Officer on the respective record dates, a special award payment of $10,000.

  (4) Amount reflects reimbursements for temporary living expenses incurred by the Named Executive Officer of $52,971, $61,009 and $40,616 in 2000, 2001 and 2002, respectively.

  (5) Amount reflects Remington’s matching contributions on behalf of the Named Executive Officer to the Remington Savings and Investment Plans in the amount of $2,736, special bonus payment (made in connection with dividends) of $19.54 per unit paid on each option and deferred share that was held by the Named Executive Officer on the respective record dates and a special award payment of $10,000.

  (6) Amount reflects Remington’s matching contributions on behalf of the Named Executive Officer to the Remington Savings and Investment Plans in the amount of $2,565, special bonus payment (made in connection with dividends) of $19.54 per unit paid on each option and deferred share that was held by the Named Executive Officer on the respective record dates and a special award payment of $10,000.

(7) Mr. Euritt retired from Remington effective as of March 31, 2003.

Aggregated Option Exercises and FY-End Option Value Table(1)

Name	Shares Acquired on Exercise (#)	Value Realized	Number of Securities Underlying Unexercised Options at FY-End Exercisable/Unexercisable	Value of Unexercised In-the-Money Options at FY-End Exercisable/Unexercisable (2)
Thomas L. Millner	—	—	11,683 / 4,474	$976,538 / 83,718
Ronald H. Bristol, II	—	—	3,005 / 1,158	248,532 / 23,519
Mark A. Little	—	—	3,194 / 2,183	163,388 / 43,342
Robert L. Euritt	—	—	5,090 / 2,000	337,378 / 40,620
Samuel G. Grecco	—	—	4,158 / 1,017	326,949 / 20,655

(1) In connection with the Transactions, all outstanding options were accelerated and cancelled in exchange for a payment equal to the excess, if any, of the exercise price $220.31.

(2) Calculated based on a per share price of Holding Common Stock of $220.31, the estimated fair value as of December 31, 2002, less the exercise price for the option.

Pension and Retirement Plan

The Remington Arms Company, Inc. Pension and Retirement Plan was established effective December 1, 1993 to provide retirement income and survivor benefits to Remington’s employees and their beneficiaries through a tax qualified program. Pension benefits under the Retirement Plan are limited in accordance with the provision of the Internal Revenue Code of 1986, as amended (the “Code”), governing tax qualified pension plans. We adopted a Supplemental Pension Plan effective January 1, 1998 (the “Supplemental Plan” and, together with the Pension and Retirement Plan, the “Pension Plans”) that provides for payment to participants of retirement benefits equal to the excess, if any, of 2% of the participant’s average monthly pay multiplied by such participant’s years of service over the amount actually earned by such participant under the Pension and Retirement Plan. Each of the Named Executive Officers is eligible to participate in the Pension Plans. Benefits under the Supplemental Plan are not pre-funded; such benefits are paid by Remington when due.

Retirement benefits under the Pension Plans are generally based on an employee’s years of benefit service and highest final average compensation. Generally, an employee’s benefit service under the Pension Plans includes all of his service with Remington and his service, if any, with DuPont prior to the Acquisition. DuPont service is not recognized for benefit accrual or early retirement eligibility, however, in the case of eligible employees who elected to retire from DuPont and commence receiving retirement income from the DuPont

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retirement plan in connection with the Acquisition. Retirement benefits are generally paid in annuity form, for life, commencing at the employee’s 65th birthday, although longer service employees may elect to commence receiving retirement income at an earlier age.

	Estimated Annual Retirement Benefits Based on Service of
Salary and 50% of Incentive Compensation	15 Years		20 Years		25 Years		30 Years		35 Years
$175,000	$	52,500	$	70,000	$	87,500	$	105,000	$	122,500
200,000		60,000		80,000		100,000		120,000		140,000
225,000		67,500		90,000		112,500		135,000		157,500
250,000		75,000		100,000		125,000		150,000		175,000
300,000		90,000		120,000		150,000		180,000		210,000
400,000		120,000		160,000		200,000		240,000		280,000
450,000		135,000		180,000		225,000		270,000		315,000
500,000		150,000		200,000		250,000		300,000		350,000
550,000		165,000		220,000		275,000		330,000		385,000

The above table illustrates the estimated annual amounts payable under the Pension Plans, including the Supplemental Plan, in the form of a straight life annuity to employees retiring at age 65 in 2002. Compensation recognized under the Pension Plans generally includes an employee’s average compensation for the three consecutive year period in the employee’s final ten years of service for which such compensation was the highest. Compensation for this purpose includes overtime, shift differentials and 50% of any incentive compensation award. Compensation does not include awards and payments under any other special compensation plans, payments for severance, relocation or other special payments.

The years of benefit service and average monthly pay (expressed as an annual amount), recognized as of December 31, 2002, under the Pension Plans for each eligible Named Executive Officer are as follows:

Name	Years of Service	Average Pay
Thomas L. Millner	8.6	$	639,884
Ronald H. Bristol, II	7.5	$	311,725
Mark A. Little	6.5	$	298,617
Robert L. Euritt	8.3	$	251,761
Samuel G. Grecco	26.7	$	242,444

On July 25, 2001, the Board of Directors of Remington amended the Health and Welfare Benefit Plan (“Medical Plan”) to allow outside directors under the age of 65 to participate in the Medical Plan. Presently, one outside director is enrolled in the Medical Plan and reimburses Remington at the same cost as an active employee.

On January 23, 2002, the Board of Directors of Remington extended medical coverage to certain key employees and outside directors under the age of 65 (collectively, the “Participants”), which allows them to continue to participate in the Medical Plan under certain circumstances. In the event of a change of control, or in the case of a key Participant’s retirement, resignation or termination (except in the case of termination for cause), the Participants will be entitled to continue to participate in the Medical Plan or any successor plans, at a cost equal to the cost for active Remington employees and on the same basis.

Executive Employment Agreements

In June 1999, we entered into Executive Employment Agreements with each of the Named Executive Officers. The agreements provide continued employment terms and severance terms if employment is terminated under certain conditions. In the event of a termination of the Named Executive Officer’s employment by us without “cause” (as defined in the agreement) or by such Named Executive Officer for “good reason” (as defined in the agreement), the Named Executive Officer will receive his base salary (as defined in the agreement) for the

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longer of one year or the period from such date of termination through the end of the term, and a portion of incentive compensation that would have been payable for the calendar year in which his employment terminates. Messrs. Millner and Little will also receive service credit under Remington’s pension plans through the end of the term. Our Executive Employment Agreements with our Named Executive Officers are without a fixed term. Following a termination of the Named Executive Officer’s employment agreement by Remington without cause or by such officer for good reason, Messrs. Millner and Little are entitled to severance for three and two years, respectively, and Messrs. Euritt, Bristol, and Grecco are entitled to severance for one year. The agreements also contain certain non-competition and non-solicitation provisions and provide for the termination of previously existing employment and severance agreements and arrangements.

Robert L. Euritt retired from Remington effective as of March 31, 2003. In connection with his retirement, he entered into a Retirement Agreement with Remington pursuant to which Mr. Euritt will receive continued payments of his base salary for one year following his retirement, continued benefits, and a pro-rata portion of his annual bonus. Mr. Euritt has agreed to provide consulting services to Remington for one year following his retirement (extendable at Remington’s option for an additional 12 months) for a monthly consulting fee of $3,000. In addition, Mr. Euritt signed a General Release of All Claims in favor of Remington and its affiliates and has also agreed to sell back to Holding the 336 shares of Holding common stock that he currently holds at a price of $220.31 per share.

Compensation Committee Interlocks and Insider Participation

The Board of Directors of Remington established a Compensation Committee to review all compensation arrangements for executive officers of Remington. The individuals serving on the Compensation Committee during 2001 were Richard A. Gilleland, Chairman, Leon J. Hendrix, Jr., H. Norman Schwarzkopf and Richard E. Heckert. Mr. Hendrix has served as Chairman of Remington and Holding since December 1997 and Chief Executive Officer from December 1997 to April 1999. Mr. Hendrix was also a principal of CD&R until his retirement in 2000. In November 2000, Mr. Hendrix became an employee of Remington, retaining the title of Chairman. Mr. Hendrix continues to serve as a director of Remington and Holding and as a member of the Compensation Committee. CD&R receives an annual fee for management and financial consulting services to us and reimbursement of out-of-pocket expenses. The consulting fees paid to CD&R were $500,000 for 2002 and 2001 and $400,000 for 2000. Such consulting fees are reviewed on an annual basis. Remington has also agreed to indemnify the members of the boards employed by CD&R and CD&R against certain liabilities incurred under the federal securities laws, other laws regulating our business and certain other claims and liabilities with respect to their services for Remington.

In connection with the BRS Investment, the BRS Fund entered into consulting and indemnification agreements with Holding and Remington on substantially the same terms as the existing CD&R consulting and indemnification agreements. The consulting and indemnification agreements with the C&D Fund and the BRS Fund provide for a $500,000 annual fee to each of the C&D Fund and the BRS Fund.

As part of the Transactions, the C&D Fund sold 690,990 shares of common stock of Holding to Holding for an aggregate purchase price of $152,232,006.90 in cash plus $32,891,480.11 aggregate principal amount of Holding Notes. In addition, Messrs. Gilleland, Schwarzkopf and Heckert (or affiliated trusts) sold 2,487, 2,671 and 2,487 shares of common stock of Holding, respectively, to Holding at a cash purchase price of $220.31 per share.

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OWNERSHIP OF CAPITAL STOCK

Holding owns all of the outstanding common stock of Remington. Each share of common stock is entitled to one vote. The following table sets forth the beneficial ownership, as of the date of this prospectus, of common stock of Holding by each director of Remington, by all directors and executive officers of Remington as a group, by each Named Executive Officer, and by each person who owns beneficially more than five percent of the outstanding shares of common stock of Holding:

Name of Beneficial Owner	Number of Shares	Percent of Class(10)
Bruckmann, Rosser, Sherrill & Co. II, L.P(1)	135,954	66.5	%
The Clayton & Dubilier Private Equity Fund IV Limited Partnership(2)	59,010	28.9	%
B. Charles Ames(3)(4)	4,539	2.2	%
Michael G. Babiarz(3)	—	—
Hubbard C. Howe(3)	—	—
Thomas E. Ireland(3)	—	—
Bobby R. Brown	900	*
Richard A. Gilleland	213	*
Richard E. Heckert	213	*
Harold O. Rosser(5)	217	—
H. Norman Schwarzkopf(6)	229	*
Stephen C. Sherrill(5)	217	—
Leon J. Hendrix, Jr.(7)	1,400	*
Thomas L. Millner(8)	3,762	1.8	%
Ronald H. Bristol, II(8)	922	*
Samuel G. Grecco(8)	2,607	1.3	%
Mark A. Little(8)	1,198	*
Executive officers and directors as a group (3)(4)(5)(6)(7)(8)(9)	17,284	8.5	%

 * Less than 1%

  (1) BRSE, L.L.C. (“BRSE”) is the general partner of the BRS Fund and by virtue of such status may be deemed to be the beneficial owner of the shares owned by the BRS Fund. BRSE has the power to direct the BRS Fund as to the voting and disposition of shares held by the BRS Fund. No single person controls the voting and dispositive power of BRSE with respect to the shares owned by the BRS Fund. BRSE expressly disclaims beneficial ownership of the shares owned by the BRS Fund. The business address for each of the BRS Fund and BRSE is 126 East 56th Street, New York, New York, 10022.

  (2) Clayton & Dubilier Associates IV Limited Partnership (“Associates IV”) is the general partner of the C&D Fund and by virtue of such status may be deemed to be the beneficial owner of the shares owned by the C&D Fund. Associates IV has the power to direct the C&D Fund as to the voting and disposition of shares held by the C&D Fund. No person controls the voting and dispositive power of Associates IV with respect to the shares owned by the C&D Fund. Associates IV expressly disclaims beneficial ownership of the shares owned by the C&D Fund. The business address for each of the C&D Fund and Associates IV is 270 Greenwich Avenue, Greenwich, Connecticut 06830.

  (3) Does not include shares owned by the C&D Fund.

  (4) Includes shares held by the B. Charles Ames Family 1993 Trust and the B. Charles Ames TOD to B. Charles Ames Trust UAD August 26, 2002.

  (5) Includes 177 shares held by Julie Frist (“Frist”) and 40 shares held by Marilena Tibrea (“Tibrea”) in his capacity as a power of attorney holder from each of Frist and Tibrea.

  (6) All shares are held by H. Norman Schwarzkopf Revocable Trust of 1992.

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  (7) Includes 256 deferred shares held by Mr. Hendrix, director, Chairman.

  (8) Includes 3,393, 781, 1,000, and 2,530 deferred shares of common stock held by Messrs. Millner, Bristol, Little, and Grecco, respectively.

  (9) Includes 8,721 deferred shares of common stock held by the directors and executive officers as a group.

(10) For purposes of calculating the percentage of ownership held by each beneficial owner, deferred shares are not included in the total number of shares outstanding, but are included in the number of shares owned by such beneficial owner.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Principal Shareholders

The C&D Fund, which currently holds, on a fully diluted basis taking into account all options and deferred shares, 27.4% of the outstanding common stock of Holding, is a private investment fund managed by Clayton, Dubilier & Rice, Inc., or CD&R. The general partner of the C&D Fund is Associates IV. Leon J. Hendrix, Jr., formerly a principal of CD&R, is a director of Holding and Remington and has served as Chairman since December 1997. In November 2000, Mr. Hendrix became an employee of Remington, retaining the title of Chairman. B. Charles Ames is a principal of CD&R, general partner of Associates IV, and a director of Remington and Holding. Michael G. Babiarz and Thomas E. Ireland are principals and stockholders of CD&R and directors of Remington and Holding. Hubbard C. Howe is a director of Remington and a former principal of CD&R. As part of the Transactions, the C&D Fund sold 690,990 shares of common stock of Holding to Holding for an aggregate purchase price of $152,232,006.90 in cash plus $32,891,480.11 aggregate principal amount of Holding Notes. Also in connection with the Transactions, Mr. Ames and certain affiliated family trusts purchased 3,646 newly issued shares of common stock of Holding for an aggregate purchase price of $803,250.26. In addition, Messrs. Bechtel, Brown, Dresdale, Gilleland, Heckert and Schwarzkopf (or affiliated trusts) sold 2,303, 1,800, 737, 2,487, 2,487 and 2,671 shares of common stock of Holding, respectively, to Holding for a purchase price of $220.31 per share in cash.

The BRS Fund, which currently owns, on a fully diluted basis taking into account all options and deferred shares, 63.2% of the capital stock of Holding on a fully-diluted basis, is a private equity investment fund managed by Bruckmann, Rosser, Sherrill & Co, Inc., or BRS. The general partner of the BRS Fund is BRSE, L.L.C. Harold O. Rosser and Stephen C. Sherrill, both principals of BRS, are directors of Remington and Holding.

Pursuant to consulting agreements Holding and Remington have entered into with CD&R and BRS, CD&R and BRS receive annual fees for management and financial consulting services provided to us and reimbursement of out-of-pocket expenses. Such consulting services include helping us to establish effective banking, legal and other business relationships, and assisting management in developing and implementing strategies for improving our operational, marketing and financial performance. The consulting agreements currently provide for annual fees of $0.5 million to each of CD&R and BRS, which may be adjusted, subject to the approval of both the C&D Fund and the BRS Fund, at the discretion of a majority of the directors of Remington and Holding not affiliated with CD&R or BRS, respectively. In addition, the consulting agreements also provide that if an employee of CD&R or BRS is appointed to an executive management position (or position of comparable responsibility) with us, the annual fee will be increased by an amount to be determined by CD&R or BRS, the amount of such increase not to exceed 100% of the existing annual fee in effect at that time. However, any increase in the annual fee is subject to applicable limitations under our existing and future debt. We paid to CD&R an annual fee of $0.5 million in each of 2002 and 2001 and an annual fee of $0.4 million in 2000. The consulting agreements also provides that CD&R and BRS will perform financial advisory, investment banking and similar services with respect to proposals for an acquisition, merger, recapitalization, or any other similar transaction directly or indirectly involving Holding, Remington and their subsidiaries. The fee for such services in connection with future transactions would be an amount equal to 1% of the transaction value for the transaction to which such fee relates. The amount of the transaction fee may be increased if approved by a majority of the directors of Remington not affiliated with CD&R or BRS, as applicable, and by both the C&D Fund and the BRS Fund.

Holding and Remington have entered into indemnification agreements with both CD&R and the C&D Fund and BRS and the BRS Fund, pursuant to which Holding and Remington have agreed to indemnify CD&R, the C&D Fund, BRS and the BRS Fund and each of their respective directors, officers, partners, employees, agents and controlling persons, against certain liabilities arising under the federal securities laws, other laws regulating our business and certain other claims and liabilities. The C&D Fund and Holding have entered into a registration rights agreement that, among other things, provides the C&D Fund and will provide certain other Holding equity

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holders with certain registration rights with respect to their Common Stock. The BRS Fund will also be a beneficiary and be bound by the terms of the registration rights agreement.

We paid fees to the law firm of Debevoise & Plimpton during 2002 for legal services rendered. Franci J. Blassberg, Esq., a member of Debevoise & Plimpton, is married to Joseph L. Rice, III, a general partner of Associates IV. Fees and expenses paid to Debevoise & Plimpton for 2002, 2001 and 2000 were $1.5 million, $1.7 million and $2.0 million, respectively.

Stock Option and Purchase Plans

As of December 31, 2002, we had reserved 184,580 shares of Holding’s Common Stock for issuance in accordance with the terms of the Amended and Restated RACI Holding, Inc. Stock Option Plan (the “Option Plan”), the RACI Holding, Inc. Stock Purchase Plan (the “Purchase Plan”), the RACI Holding, Inc. 1994 Director Stock Plan (the “1994 Director Plan”), the RACI Holding, Inc. Director Plan (the “Director Plan”), the RACI Holding, Inc. Director Stock Option Plan (the “Director Stock Option Plan”) and the RACI Holding, Inc. Stock Incentive Plan (the “1999 Stock Incentive Plan”). As of December 31, 2002, 30,516 options were granted under the Option Plan and 2,000 options were converted to Common Stock; 1,800 shares have been issued under the 1994 Director Plan; 11,250 shares and 1,250 deferred matching shares of Common Stock have been issued under the 1997 Director Plan; 6,789 shares have been issued, 22,941 deferred shares were awarded and 35,012 options were granted under the 1999 Stock Incentive Plan and no shares of Common Stock have been issued under the Purchase Plan. As of December 31, 2002, 73,022 shares of Common Stock remained available for grant under the above mentioned plans. In connection with the Transactions, 15,970 shares of common stock were distributed in respect of an equal number of deferred shares held under the 1999 Stock Incentive Plan and the 1997 Directors Plan. Currently, 9,596 deferred shares are outstanding under the 1999 Stock Incentive Plan.

As part of the Repurchase, Messrs. Millner, Bristol, Euritt, Grecco and Little, and the executive officers and directors as a group, sold an aggregate of 4,316, 1,644, 3,914, 893, 2,302 and 26,262 shares of common stock of Holding, respectively, at a sale price of $220.31 per share. In connection with Mr. Euritt’s retirement, Holding is repurchasing his remaining 336 shares at a purchase price of $220.31 per share.

At December 31, 2002, options to purchase 30,515 shares of Common Stock were outstanding, at a per share exercise price of $100, of which all options were exercisable, options to purchase 27,938 shares of Common Stock were outstanding, at a per share exercise price of $200, of which 13,169 options were exercisable, options to purchase 1,383 shares of Common Stock were outstanding at a per share exercise price of $230, of which 763 options were exercisable, options to purchase 5,000 shares of Common Stock were outstanding at a per share exercise price of $180, of which no options were exercisable and options to purchase 691 shares of Common Stock were outstanding at a per share exercise price of $185, of which no options were exercisable. In connection with the Transactions, all outstanding options were accelerated and canceled in exchange for a payment equal to the excess, if any, of the exercise price for the option over $220.31. Messrs. Millner, Bristol, Euritt, Grecco and Little, and the executive officers and directors as a group, received cancellation payments equal to $1,060,256, $272,051, $377,998, $347,604, $206,729 and $2,849,558 respectively as a result of the Transactions.

In March 2002, certain members of management acquired an aggregate of 891 redeemable shares of Holding at a purchase price of $185 per share and were granted options to purchase 891 shares of Holding’s common stock, under the 1999 Stock Incentive Plan at an exercise price of $185 per share.

In March 2003, certain members of management acquired an aggregate of 1,375 redeemable deferred shares of Holding at a purchase price of $220.31 per share and were granted options to purchase 844 shares of Holding’s common stock at an exercise price of $220.31 per share.

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DESCRIPTION OF OTHER INDEBTEDNESS

The following description of our indebtedness is qualified in its entirety by reference to the relevant credit facility, indenture and related documents governing the debt.

New Working Capital Facility

On January 24, 2003, we entered into a new five year $125,000,000 asset-based senior secured revolving credit facility with a syndicate of financial institutions and Wachovia Bank, National Association as the administrative agent. Amounts available under this facility are subject to a borrowing base limitation based on certain percentages of eligible accounts receivable and eligible inventory and an amortizing sublimit related to eligible machinery and equipment. This facility includes a letter of credit sub-facility of up to $15,000,000.

Guarantee and Security.    All of Remington’s existing and future domestic subsidiaries are either co-borrowers under, or guarantors of, this facility. This facility would be secured by substantially all of our real and personal property, including without limitation the capital stock of our subsidiaries.

Interest; Fees; Maturity.    Loans under the credit facility will mature on January 23, 2008. The loans under the facility generally bear interest, at our option, at a variable rate equal to either:

• the applicable margin plus the alternative base rate in effect from time to time or

• the applicable margin plus the relevant adjusted London Interbank Offered Rate.

This applicable margin is currently 2.50%, and is subject to periodic adjustment based on certain levels of financial performance.

We are required to pay certain fees in connection with this facility, including (1) letter of credit fees, (2) audit and appraisal fees and (3) an unused commitment fee expected to be equal to 0.375% per annum of the average unused amount of the facility.

Covenants and Events of Default.    This facility contains financial covenants and other customary affirmative and negative covenants, including but not limited to:

(1) a maximum leverage ratio requirement;

(2) a minimum fixed charge coverage ratio requirement;

(3) limitations on capital expenditures; and

(4) limitations on indebtedness, liens, investments, mergers and other acquisitions, asset dispositions, transactions with affiliates, and dividends and other distributions.

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DESCRIPTION OF NOTES

Remington issued the old notes, and will issue the new notes, under an indenture dated as of January 24, 2003 (the “Indenture”) among itself, as issuer, the Subsidiary Guarantors, and U.S. Bank National Association, as trustee (the “Trustee”). The indenture has been filed as an exhibit to the registration statement of which this prospectus is a part. It is available as set forth under the heading “Where You Can Find More Information”. The terms of the new notes are identical to the terms of the old notes, except that the new notes will be registered under the Securities Act, and therefore will not contain restrictions on transfer, will not contain provisions relating to additional interest, and will contain terms of an administrative nature that differ from the old notes. New notes will otherwise be treated as notes for purposes of the indenture.

The following description is a summary of the material provisions of the Indenture. This summary does not contain all of the information that may be important to an investor in the notes. It is subject to, and is qualified in its entirety by reference to, all the provisions of the Indenture, including terms defined in the Indenture and provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Whenever particular defined terms of the Indenture not otherwise defined here are referred to, those defined terms are incorporated by reference. We urge you to read the Indenture and the notes because they, and not this description, will define your rights as holders of these notes. You will be able to obtain a copy of the Indenture from the Trustee. For definitions of certain capitalized terms used in the following summary, see “—Certain Definitions.” References in this “Description of Notes” section to “the Company” are to Remington and not its subsidiaries.

GENERAL

The Notes will be unsecured senior obligations of the Company and will mature on February 1, 2011. Notes in an aggregate principal amount of $200 million will be issued in this offering. Additional Notes (the “Additional Notes”) may be issued from time to time under the Indenture in an unlimited amount, subject to the limitations set forth under “—Certain Covenants—Limitation on Indebtedness” below. The Notes offered hereby and any such Additional Notes will be treated as a single class for all purposes under the Indenture. The Notes will bear interest from the date of initial issuance at the rate per annum shown on the cover page of this prospectus. Interest will be payable semiannually in arrears on June 1 and December 1 each year, commencing June 1, 2003 to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the May 15 or November 15 next preceding such interest payment date. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.

The Notes will be unsecured senior obligations of the Company, ranking equal in right of payment with all existing and future senior indebtedness of the Company, including its Indebtedness under the initial Credit Facility, and ranking senior in right of payment to all existing and future Subordinated Indebtedness of the Company. The Notes will be effectively subordinated to secured Indebtedness of the Company, including its Indebtedness under the initial Credit Facility, to the extent of the assets securing such Indebtedness. The Notes will also be effectively subordinated to all existing and future liabilities, including Indebtedness, of the Subsidiaries of the Company that are not Subsidiary Guarantors. Claims of creditors of such Subsidiaries, including trade creditors, will generally have priority as to the assets of such Subsidiaries over the claims of the holders of the Company’s Indebtedness, including the Notes. As of December 31, 2002, after giving pro forma effect to this offering and the use of proceeds thereof, the Company would have had approximately $18.8 million of secured Indebtedness to which the Notes would have been effectively subordinated. All material domestic Subsidiaries of the Company as of the date of the Indenture will initially be Subsidiary Guarantors.

Principal of, and premium, if any, and interest and any additional interest payable pursuant to the Registration Rights Agreement (“Additional Interest”) on, the Notes will be payable, and the Notes will be exchangeable and transferable (subject to compliance with transfer restrictions imposed by applicable securities laws for so long as the Notes are not registered for resale under the Securities Act), at the office or agency of the Company in the City of New York maintained for such purposes; provided, however, that payment of interest

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may be made at the option of the Company by check mailed to the Person entitled thereto as shown on the security register. The Notes will be issuable only in fully registered form without coupons, in denominations of $1,000 and integral multiples thereof. No service charge will be made for any registration of transfer, exchange or redemption of Notes, except in certain circumstances for any tax or other governmental charge that may be imposed in connection therewith.

Payment of the Notes will be fully and unconditionally guaranteed on a joint and several basis by all Subsidiaries that guarantee certain other Indebtedness of the Company. See “—Certain Covenants—Limitation on Issuances of Guarantees of Indebtedness.” The Guarantee of each Subsidiary Guarantor will be an unsecured senior obligation of that Subsidiary Guarantor, ranking equal in right of payment with all existing and future unsubordinated obligations of that Subsidiary Guarantor, including any guarantee of Indebtedness under the initial Credit Facility, and ranking senior in right of payment to all existing and future Subordinated Indebtedness of such Subsidiary Guarantor. The Guarantees will be effectively subordinated to secured Indebtedness of the Subsidiary Guarantors, including guarantees under the initial Credit Facility, to the extent of the assets securing such Indebtedness. The Guarantees will also be effectively subordinated to all existing and future liabilities, including Indebtedness, of the Subsidiaries of the Subsidiary Guarantors that are not themselves Subsidiary Guarantors. Claims of creditors of such Subsidiaries, including trade creditors, will generally have priority as to the assets of such Subsidiaries over the claims of the holders of the Subsidiary Guarantors’ Indebtedness, including the Guarantees.

The obligations of each Subsidiary Guarantor under its Guarantee will be limited to the maximum amount which, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor, will result in the obligations of such Subsidiary Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors. Each Subsidiary Guarantor that makes a payment or distribution under a Guarantee will be entitled to seek contribution from each other Subsidiary Guarantor.

A Guarantor will be released from all of its obligations under its Guarantee if all of its assets or Capital Stock is sold, or the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets, in each case if such transaction is made in compliance with the terms of the Indenture, or if at the time the Guarantor does not guarantee certain other Indebtedness of the Company, and under certain other circumstances.

OPTIONAL REDEMPTION

The Notes will be subject to redemption at any time on or after February 1, 2007, at the option of the Company, in whole or in part, on not less than 30 nor more than 60 days’ prior notice in amounts of $1,000 or an integral multiple thereof at the following redemption prices (expressed as percentages of the principal amount), if redeemed during the 12-month period beginning February 1 of the years indicated below:

Year	Redemption Price
2007	105.250%
2008	102.625%
2009 and thereafter	100.000%

and thereafter at 100% of the principal amount, in each case together with accrued and unpaid interest, if any, to the redemption date (subject to the right of holders of record on relevant record dates to receive interest due on relevant interest payment dates). Any such redemption and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

In addition, at any time and from time to time prior to February 1, 2006, the Company at its option may redeem Notes in an aggregate principal amount equal to up to 35% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes), with funds in an aggregate amount (the

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“Redemption Amount”) not exceeding the aggregate proceeds of one or more Equity Offerings (as defined below) at a redemption price (expressed as a percentage of principal amount thereof) of 110.5% plus accrued interest, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that an aggregate principal amount of Notes equal to at least 65% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes) must remain outstanding after each such redemption. “Equity Offering” means a sale of Capital Stock (x) that is a sale of Qualified Capital Stock of the Company, or (y) proceeds of which in an amount equal to or exceeding the Redemption Amount are contributed to the Company or any of its Subsidiaries. The Company may make such redemption upon notice not less than 30 nor more than 60 days prior to the redemption date. Any such notice may be given prior to the completion of the related Equity Offering, and any such redemption or notice may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the completion of the related Equity Offering.

If less than all of the Notes are to be redeemed in the case of any of the foregoing redemptions, the Trustee shall select the Notes or the portion thereof to be redeemed pro rata, by lot or by any other method the Trustee shall deem fair and reasonable.

MANDATORY PURCHASE UPON A CHANGE OF CONTROL

Each holder of Notes will have certain rights to require the Company to purchase such Notes upon the occurrence of a Change of Control. See “—Certain Covenants—Purchase of Notes Upon a Change of Control.”

SINKING FUND

The Notes will not be entitled to the benefit of any sinking fund.

CERTAIN COVENANTS

The Indenture will contain, among others, the following covenants:

Limitation on Indebtedness

The Company will not, and will not permit any of its Subsidiaries to, create, issue, assume, enter into any guarantee of, or otherwise in any manner become directly or indirectly liable for the payment of or otherwise incur (collectively, “incur”) any Indebtedness (including any Acquired Indebtedness but excluding any Permitted Indebtedness); provided that the Company or a Subsidiary Guarantor may incur Indebtedness (including any Acquired Indebtedness) and a Subsidiary that is not a Subsidiary Guarantor may incur Acquired Indebtedness, in each case if, at the date of such incurrence and after giving effect thereto, the Consolidated Coverage Ratio for the Company is at least equal to 2.25:1.0.

Limitation on Restricted Payments

(a) The Company will not, and will not permit any Subsidiary to, directly or indirectly:

(1) declare or pay any dividend on, or make any distribution to holders of, the Company’s Capital Stock (other than dividends or distributions payable in the Qualified Capital Stock of the Company or Holding or in options, warrants or other rights to acquire such Qualified Capital Stock);

(2) purchase, redeem or otherwise acquire or retire for value, directly or indirectly, the Company’s Capital Stock or options, warrants or other rights to acquire such Capital Stock;

(3) make any voluntary principal payment on, or voluntarily repurchase, redeem, defease, retire or otherwise acquire for value, prior to any scheduled principal payment, any scheduled sinking fund payment or maturity, any Subordinated Indebtedness (other than in anticipation of satisfying a principal payment, sinking fund payment or maturity, in each case due within one year of such voluntary payment, repurchase, redemption, defeasance, retirement or acquisition);

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(4) declare or pay any dividend or distribution on any Capital Stock of any Subsidiary to any Person (other than any payable solely in Qualified Capital Stock of such Subsidiary and other than (x) with respect to any such Capital Stock held by the Company or any of its Subsidiaries or (y) with respect to Capital Stock held by any other Person made on no more than a pro rata basis (measured by value) consistent with the ownership interests in such Capital Stock, to the owners of such Capital Stock); or

(5) make any Investment in any Person (other than any Permitted Investments);

(any of the foregoing payments described in clauses (1) through (5), collectively, “Restricted Payments”) unless after giving effect to the proposed Restricted Payment (the amount of any such Restricted Payment, if other than cash, being the Fair Market Value thereof as determined by the Board of Directors, whose determination shall be conclusive and evidenced by a board resolution),

(A) no Default or Event of Default shall have occurred and be continuing;

(B) immediately after giving effect to such transaction on a pro forma basis, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions described under “—Limitation on Indebtedness”; and

(C) the aggregate amount of all such Restricted Payments declared or made after the date of the Indenture (and not repaid or rescinded) does not exceed the sum of:

(i) 50% of the aggregate cumulative Consolidated Net Income of the Company accrued on a cumulative basis during the period beginning on October 1, 2002 and ending on the last day of the Company’s last fiscal quarter ending prior to the date of the Restricted Payment for which consolidated financial statements of the Company are available (or, if such aggregate cumulative Consolidated Net Income shall be a loss, minus 100% of such loss);

(ii) the aggregate Net Cash Proceeds (other than Excluded Contributions) received after the date of the Indenture by the Company as capital contributions to the Company;

(iii) the aggregate Net Cash Proceeds (other than Excluded Contributions) received after the date of the Indenture by the Company from the issuance or sale (other than to any of its Subsidiaries) of shares of its Qualified Capital Stock or any option, warrants or rights to acquire shares of such Qualified Capital Stock of the Company (except, in each case, to the extent such proceeds are used to purchase, redeem or otherwise retire Capital Stock or Subordinated Indebtedness as set forth in clause (2) or (3) of paragraph (b) below);

(iv) the aggregate Net Cash Proceeds received after the date of the Indenture by the Company (other than from any of its Subsidiaries) upon the exercise of any options, warrants or rights to acquire shares of Qualified Capital Stock of the Company;

(v) the aggregate Net Cash Proceeds received after the date of the Indenture by the Company from Indebtedness or Redeemable Capital Stock that has been converted into or exchanged for Qualified Capital Stock of the Company or Holding to the extent of the amount of cash or Cash Equivalents received from the sale of such Indebtedness or Redeemable Capital Stock, including payments in respect of deferred payment obligations when received in the form of, or stock or assets when disposed for, cash or Cash Equivalents, plus the aggregate Net Cash Proceeds received by the Company at the time of such conversion or exchange from the holder of such Indebtedness or Redeemable Capital Stock;

(vi) an amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Subsidiary from Unrestricted Subsidiaries, from termination or reduction of guarantees by the Company or any Subsidiary or from redesignations of Unrestricted Subsidiaries (valued in each case as provided in the definition of “Investments”), or resulting from the receipt of proceeds from the sale or other disposition of an Unrestricted Subsidiary,

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not to exceed in the case of any Unrestricted Subsidiary the amount of Investments previously made by the Company or any Subsidiary in such Unrestricted Subsidiary which were treated as a Restricted Payment; and

(vii) in the case of any disposition or repayment of any Investment constituting a Restricted Payment (without duplication of any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments), an amount in the aggregate equal to the lesser of the return of capital, repayment or other proceeds with respect to all such Investments and the initial amount of all such Investments;

provided that for the purpose of clause (C)(i) of this paragraph, there shall be excluded from Consolidated Net Income (without duplication) any amount that would otherwise be included therein that is applied by the Company (at its option) to increase the amount of Restricted Payments permitted under this paragraph pursuant to clause (C)(vi) or (vii) hereof.

In calculating the amount of Restricted Payments for purposes of clause (C) hereof at any time, (i) the amount of any Investment included in such calculation shall be the amount thereof outstanding at that time, (ii) the amount of any Restricted Payment previously made pursuant to clause (1), (6) or (8) of paragraph (b) below shall be included in such calculation and (iii) the amount of any Restricted Payment made pursuant to any other provision of paragraph (b) below shall be excluded from such calculation.

(b) Notwithstanding the foregoing, and, in the case of clauses (2), (3), (4), (6) and (8) below, so long as there is no Default or Event of Default continuing, the foregoing provisions shall not prohibit the following actions (the actions taken in all the clauses set forth below being referred to as “Permitted Payments”):

(1) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at such date of declaration such payment would be permitted by the provisions of paragraph (a) of this Section and such payment shall be deemed to have been paid on such date of declaration for purposes of the calculation required by paragraph (a) of this Section;

(2) the repurchase, redemption, or other acquisition or retirement of any shares of any class of Capital Stock of the Company in exchange for (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares or scrip), or out of the proceeds of a capital contribution to the Company, or a substantially concurrent issuance and sale for cash (other than to a Subsidiary) of, other shares of Qualified Capital Stock of the Company; provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (C)(iii), (iv) and (v) of paragraph (a) of this Section to the extent so applied to such repurchase, redemption or other acquisition or retirement;

(3) the repurchase, redemption, defeasance, retirement or acquisition for value or payment of principal of any Subordinated Indebtedness out of the proceeds of a capital contribution to the Company, or in exchange for, or in an amount not in excess of the net proceeds of, a substantially concurrent issuance and sale (other than to a Subsidiary) of shares of any class of Qualified Capital Stock of the Company; provided that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (C)(iii), (iv) and (v) of paragraph (a) of this Section to the extent so applied to such repurchase, redemption or other acquisition or retirement;

(4) the repurchase, redemption, defeasance, retirement, refinancing, acquisition for value or payment of principal of any Subordinated Indebtedness (other than Redeemable Capital Stock) (for purposes of this clause (4), a “refinancing”) through the issuance of new Subordinated Indebtedness; provided that any such new Indebtedness (x) shall be in a principal amount that does not exceed the principal amount so refinanced (or, if such Subordinated Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration or acceleration thereof, then such lesser amount calculated as of the date of determination), plus the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such

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refinancing; (y) has a Stated Maturity for its final scheduled principal payment not earlier than the Stated Maturity of the Indebtedness so refinanced (or, if shorter, the Notes); and (z) is expressly subordinated in right of payment to the Notes at least to the same extent as the Subordinated Indebtedness to be refinanced;

(5) (x) loans, advances, dividends or distributions by the Company to Holding not to exceed an amount necessary to permit Holding to pay (I) its costs (including all professional fees and expenses) incurred to comply with its reporting obligations under federal or state laws or under the Indenture, including as described under “Provision of Financial Statements,” or in connection with any Credit Facility or any other agreement or instrument relating to Indebtedness of the Company or any Subsidiary, or otherwise incurred in connection with compliance with applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, including in respect of reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder, (II) its expenses incurred in connection with any public offering of equity securities or of Indebtedness which has been terminated by the Board of Directors of Holding, in each case, the net proceeds of which were specifically intended to be contributed or loaned to the Company, and (III) its other operational expenses incurred in the ordinary course of business, and (y) loans, advances, dividends or distributions by the Company to Holding not to exceed an amount necessary to permit Holding to pay its interim expenses incurred in connection with any public offering of equity securities or of Indebtedness, the proceeds of which are specifically intended to be contributed or loaned to the Company, which, unless such offering shall have been terminated by the Board of Directors of Holding, shall be repaid to the Company promptly out of the proceeds of such offering;

(6) loans, advances, dividends or distributions by the Company to Holding in order for Holding to repurchase or otherwise acquire shares of Holding Common Stock or options, warrants or rights to acquire in respect thereto, or the repurchase or other acquisition by the Company or any Subsidiary of shares of Holding Common Stock or options, warrants or rights to acquire in respect thereto, from Management Investors, but in any event in an amount not in excess of the sum of $3,000,000 in any fiscal year, plus (y) any portion of the $3,000,000 available under the preceding clause (x) in the prior fiscal year that was not utilized, plus (z) the Net Cash Proceeds received during such fiscal year by the Company from Holding as an equity contribution out of the proceeds of the sale of Management Stock to any Management Investors;

(7) payments by the Company to Holding to pay (x) any taxes, charges or assessments (other than federal income taxes and withholding imposed on payments made by Holding) required to be paid by Holding by virtue of its being incorporated or having capital stock outstanding (but not by virtue of owning stock of any corporation other than the Company), or being a holding company parent of the Company or receiving dividends from or other distributions in respect of the stock of the Company, or having guaranteed any obligations of the Company or any Subsidiary, or having made any payment in respect to any of the items for which the Company is permitted to make payments to Holding pursuant to this covenant or (y) any other taxes for which Holding is liable up to an amount not to exceed the amount of any such taxes which the Company would have been required to pay on a separate company basis or on a consolidated basis if the Company had filed a consolidated return on behalf of an affiliated group (as defined in Section 1504 of the Internal Revenue Code of 1986, as amended, or an analogous provision of state, local or foreign law) of which it were the common parent, or with respect to state and local taxes, on a combined basis if the Company had filed a combined return on behalf of an affiliated group of which it were a member;

(8) loans, advances, dividends or distributions by the Company to Holding to pay dividends on the Holding Common Stock following an initial public offering of the Holding Common Stock in an amount not to exceed 6% per annum of the aggregate net proceeds received by Holding in such public offering or any additional public offerings (or if the Company and Holding have merged, payment of such dividends by the Company);

(9) (x) guarantees in respect of up to $5,000,000 of Indebtedness incurred by the Management Investors to purchase Holding Common Stock and (y) payments in discharge thereof;

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(10) guarantees in respect of Indebtedness incurred by officers or employees of the Company or any Subsidiary in the ordinary course of business and payments in discharge thereof;

(11) payments by the Company to Holding not to exceed an amount necessary to permit Holding to (x) make payments in respect of its indemnification obligations owing to directors, officers or other Persons under Holding’s charter or by-laws or pursuant to written agreements with any such Person, or obligations in respect of director and officer insurance (including premiums therefor), (y) satisfy its obligations, or by the Company to satisfy its obligations, under the Equity Registration Rights Agreement, the Consulting Agreements and the Indemnification Agreements or (z) make payments in respect of indemnification obligations of Holding in connection with any offering of Holding Common Stock;

(12) the repurchase, redemption, defeasance, retirement, refinancing, acquisition for value or payment of principal of any Subordinated Indebtedness (x) in the event of a Change of Control (or any similar event); provided that prior to such repurchase the Company has made the Change of Control Offer as provided under “—Purchase of Notes Upon a Change of Control” and has repurchased all Notes validly tendered for payment in connection with such Change of Control Offer, (y) from amounts equal to Net Cash Proceeds in the event of an Asset Sale; provided that prior to such repurchase the Company has made an Offer as provided under “—Limitation on Sale of Assets” and has repurchased all Notes validly tendered for payment in connection with such Asset Sale or (z) constituting Acquired Indebtedness;

(13) Restricted Payments (including loans or advances) in an aggregate amount outstanding at any time not to exceed $5,000,000 (net of repayments of any such loans or advances); and

(14) any Restricted Payments in connection with the Transaction; provided that the payment of a dividend or distribution by the Company of up to $100,000,000 as part of the Transaction may not be made to Holding at any time prior to the date on which the Company obtains a Credit Facility from one or more lenders (other than lenders that at such time are Affiliates of the Company) providing one or more commitments for borrowings by the Company of not less than $100,000,000.

Limitation on Transactions with Affiliates

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Affiliate of the Company (other than the Company or a Subsidiary) unless (1) such transaction or series of transactions is on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than would be available in a comparable transaction in arm’s-length dealings with an unrelated third party and (2) with respect to any transaction or series of related transactions involving aggregate payments in excess of $2,000,000, the Company delivers an officers’ certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (1) above and such transaction or series of related transactions is or has been approved by a majority of the Disinterested Directors; provided, however, in the event no members of the Board of Directors are Disinterested Directors with respect to such transaction or series of transactions, the Company delivers to the Trustee a written opinion of a nationally recognized investment banking or accounting firm or independent appraiser stating that such transaction or transactions is fair to the Company from a financial point of view; provided, further, that this provision shall not apply to

(a) any transaction with an employee, officer or member of the Board of Directors of Holding, the Company or any Subsidiary entered into in the ordinary course of business (including compensation or employee benefit arrangements with any employee, officer or member of the Board of Directors of Holding, the Company or any Subsidiary);

(b) any transaction arising out of agreements in existence on the date of the Indenture;

(c) any transaction permitted under “—Limitation on Restricted Payments” (including but not limited to any Permitted Investment, Permitted Payment or other transaction excluded from the definition of “Restricted Payment”);

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(d) payment to any of the Sponsors and their respective Affiliates of fees in an aggregate amount not to exceed $1,000,000 in any fiscal year plus all reasonable out-of-pocket expenses incurred by any of the Sponsors and their respective Affiliates in connection with its performance of management consulting, monitoring, financial advisory or other services with respect to Holding, the Company and its Subsidiaries;

(e) the Consulting Agreements and the Indemnification Agreements (in each case as in effect on, or entered into after, the Issue Date or as subsequently amended, waived, supplemented or otherwise modified in accordance with the requirements of this paragraph (excluding this clause (e)) and any payments made pursuant thereto;

(f) the Transaction and all transactions in connection therewith (including but not limited to the financing thereof);

(g) loans and advances (or guarantees in respect thereof and payments thereunder) made to officers or employees of Holding, the Company or any Subsidiary, or guarantees made on their behalf (and payments thereunder) (x) in respect of travel, entertainment and moving-related expenses incurred in the ordinary course of business, or (y) in respect of moving-related expenses incurred in connection with any closing or consolidation of any facility; and

(h) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture, which are fair to the Company or the relevant Subsidiary in the reasonable determination of the Board of Directors or senior management thereof, or are on terms no less favorable than would be available in a comparable transaction in arm’s-length dealings with an unrelated third party.

For purposes of this paragraph, any transaction or series of related transactions with any Affiliate shall be deemed to have satisfied the standards set forth in clause (1) of this paragraph if such transaction or series of related transactions is approved by a majority of the Disinterested Directors.

Limitation on Liens

(a) The Company will not, and will not permit any Subsidiary to, create, incur, affirm or suffer to exist any Lien of any kind securing Indebtedness (or securing the payment of any assumption, guarantee or other incurrence of liability with respect thereto by any Subsidiary) upon any property or assets (including any intercompany notes) of the Company or any Subsidiary owned on the date of the Indenture or acquired after the date of the Indenture, or any income or profits therefrom, unless the Notes or the Guarantee of such Subsidiary, as the case may be, are secured equally and ratably with (or, in the case of Subordinated Indebtedness, prior or senior thereto) the obligation or liability secured by such Lien; provided that the foregoing shall not apply to any Permitted Lien.

(b) Notwithstanding the foregoing, any Lien created for the benefit of the holders of the Notes pursuant to the foregoing paragraph (a) shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon (1) any sale, exchange or transfer, to any Person not an Affiliate of the Company, of all of the Capital Stock held by the Company or any Subsidiary in, or all or substantially all the assets of, any Subsidiary creating such Lien, which is in compliance with the Indenture or (2) the release by the holders of the Indebtedness described in paragraph (a) of their Lien (including any deemed release upon payment in full of all obligations under such Indebtedness), which release occurs at a time when (A) no other Indebtedness of the Company remains secured by the Company or such Subsidiary, as the case may be (other than as described in the proviso to paragraph (a) above), or (B) the holders of all such other Indebtedness which is secured by the Company or such Subsidiary (other than as described in the proviso to paragraph (a) above) also release their security interest in the Company or such Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness).

Limitation on Issuances of Guarantees of Indebtedness

(a) The Company will not permit any Subsidiary, directly or indirectly, to enter into any guarantee of, assume or in any other manner become liable with respect to any Indebtedness of the Company unless such

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Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a guarantee of the Notes on terms provided for in the Indenture or substantially similar to the guarantee of such Indebtedness, except that if such Indebtedness is by its express terms subordinated in right of payment to the Notes, any such assumption, guarantee or other liability of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s assumption, guarantee or other liability with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes. Any such Guarantee shall be the senior obligation of the Guarantor and rank senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor.

(b) Notwithstanding any other provision of the Indenture, any Guarantee by a Subsidiary of the Notes shall provide by its terms that such Guarantee shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer of all of the Capital Stock held by the Company or any Subsidiary in, or all or substantially all the assets of, such Subsidiary, or any other sale or disposition (by merger or otherwise) of such Subsidiary or any interest therein following which such Person is no longer a Subsidiary, which is in compliance with the Indenture, (ii) the release by the holders of the Indebtedness of the Company described in paragraph (a) above of their guarantee by such Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), which release occurs at a time when (A) no other Indebtedness of the Company remains guaranteed by such Subsidiary, as the case may be, or (B) the holders of all such other Indebtedness which is guaranteed by such Subsidiary also release their guarantee by such Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), (iii) merger or consolidation of such Subsidiary with and into the Company or another Guarantor, (iv) defeasance of the Company’s obligations, or satisfaction and discharge of the Indenture, or (v) subject to customary reinstatement provisions, payment in full of the aggregate principal amount of the Notes then outstanding and any interest then accrued thereon and unpaid. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Guarantor that does not guarantee payment by the Company of any other Indebtedness of the Company to be unconditionally released from all obligations under its Guarantee, and such Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this paragraph, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of such Guarantee.

(c) Neither the Company nor any such Guarantor shall be required to make a notation on the Notes to reflect any such Guarantee or any such release, termination or discharge.

(d) The obligations of each Guarantor under its Guarantee will be limited to the maximum amount, as will, after giving effect to all other contingent and fixed liabilities of such Guarantor, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors.

Limitation on Sale of Assets

(a) The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, consummate an Asset Sale unless

(1) at least 75% of the proceeds from such Asset Sale are received in cash and Cash Equivalents, and

(2) the Company or such Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the fair market value of the shares or assets sold (as determined by the Board of Directors, whose determination shall be conclusive, and, in the case of an Asset Sale in excess of $1,000,000, evidenced in a board resolution).

(b) If all or a portion of the Net Cash Proceeds of any Asset Sale is not required to be applied to repay permanently any secured Indebtedness then outstanding as required by the terms thereof, or the Company

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determines not to apply such Net Cash Proceeds to the permanent prepayment of any secured Indebtedness or if no such secured Indebtedness is then outstanding, then the Company or a Subsidiary may invest an amount equal to such Net Cash Proceeds in properties and assets that replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Company or its Subsidiaries existing on the date of the Indenture or in businesses reasonably related thereto within 365 days after the date of such Asset Sale, or, if such investment in properties or assets is a project that is authorized by the Board of Directors that will take longer than 365 days to complete, within the period of time necessary to complete such project. An amount equal to the amount of such Net Cash Proceeds neither used to permanently repay or prepay secured Indebtedness nor used or invested as set forth in this paragraph constitutes “Excess Proceeds.”

(c) When the aggregate amount of Excess Proceeds equals $10,000,000 or more, the Company shall apply the Excess Proceeds to the repayment of the Notes and any Pari Passu Indebtedness required to be repurchased under the instrument governing such Pari Passu Indebtedness as follows: (i) the Company shall make an offer to purchase (an “Offer”) from all holders of the Notes in accordance with the procedures set forth in the Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased out of an amount (the “Note Amount”) equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such Pari Passu Indebtedness (subject to proration in the event such Note Amount is less than the aggregate Offered Price (as defined herein) of all Notes tendered) and (ii) to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness, the Company may make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount. The Offer price for the Notes shall be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any (the “Offered Price”), to the date (the “Offer Date”) such Offer is consummated, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer is less than the Note Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased is less than the Pari Passu Debt Amount (the amount of such shortfall, if any, in either case constituting a “Deficiency”), the Company may use such Deficiency in any manner. Upon completion of the purchase of all the Notes tendered pursuant to an Offer (if any) and repurchase of the Pari Passu Indebtedness pursuant to a Pari Passu Offer (if any), the amount of Excess Proceeds, if any, shall be reset at zero.

(d) For purposes of clause (1) of paragraph (a) above, the following are deemed to be cash: (1) the assumption of Indebtedness of the Company (other than Redeemable Stock of the Company) or any Subsidiary and the release of the Company or such Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Sale, (2) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Asset Sale, to the extent that the Company and each other Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale, (3) securities received by the Company or any Subsidiary from the transferee that are converted by the Company or such Subsidiary into cash and (4) consideration consisting of Indebtedness of the Company or any Subsidiary.

(e) If the Company becomes obligated to make an Offer pursuant to paragraph (c) above, the Notes tendered shall be purchased by the Company, at the option of the holders thereof, in whole or in part, in integral multiples of $1,000, on a date that is not earlier than 45 days and not later than 60 days from the date the notice is given to holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act or any other applicable securities laws or regulations, subject to proration in the event the Note Amount is less than the aggregate Offered Price of all Notes tendered.

(f) The Company will be required to comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

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Purchase of Notes Upon a Change of Control

If a Change of Control shall occur at any time, then each holder of Notes shall have the right to require that the Company purchase such holder’s Notes, in whole or in part, in integral multiples of $1,000, at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Purchase Date”), pursuant to the offer described below (the “Change of Control Offer”) and the other procedures set forth in the Indenture; provided, however, that the Company shall not be obligated to repurchase Notes pursuant to this covenant in the event that it has exercised its right to redeem all of the Notes as described under “—Optional Redemption.”

Within 15 days following any Change of Control, the Company shall notify the Trustee thereof and give written notice of such Change of Control to each holder of Notes, by first-class mail, postage prepaid, at his address appearing in the security register, stating, among other things,

(1) the purchase price;

(2) that the purchase date shall be a Business Day no earlier than 45 days nor later than 60 days from the date such notice is mailed, or such later date as is necessary to comply with requirements under the Exchange Act or any applicable securities laws or regulations;

(3) that any Note not tendered will continue to accrue interest;

(4) that, unless the Company defaults in the payment of the purchase price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and

(5) certain other procedures that a holder of Notes must follow to accept a Change of Control Offer or to withdraw such acceptance.

The Company will be required to comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulation in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

If a Change of Control occurs, whether or not a Change of Control Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the Change of Control Purchase Price for all of the Notes that might be delivered by holders of the Notes seeking to accept the Change of Control Offer. The failure of the Company to make or consummate the Change of Control Offer or pay the Change of Control Purchase Price when due will give the Trustee and the holders of the Notes the rights described under “—Events of Default.”

A Change of Control can occur as a result of a single transaction or a series of transactions, whether related or unrelated. Under the definition of a Change of Control, set forth in “Certain Definitions” below, certain transactions will not constitute or result in a Change of Control, including (1) acquisitions of beneficial ownership of Voting Stock of the Company or Holding by Permitted Holders; (2) acquisitions of beneficial ownership of Voting Stock of the Company or Holding by other persons or entities that do not exceed the specified ownership threshold; (3) certain changes in the composition of the Board of Directors (whether in connection with a proxy contest or otherwise) that receive requisite approval of certain incumbent directors or that do not result in a change in a majority of such Board; and (4) certain mergers of, or transfers of substantially all assets by, the Company, where its Voting Stock is changed into or exchanged for qualifying Voting Stock of the surviving corporation, or permissible amounts of other assets, and no person or entity other than Permitted Holders beneficially owns Voting Stock of the surviving corporation in excess of the specified ownership thresholds.

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The term “all or substantially all” as used in the definition of “Change of Control” has not been interpreted under New York law (which is the governing law of the Indenture) to represent a specific quantitative test. As a consequence, in the event the holders of the Notes elected to exercise their rights under the Indenture and the Company elected to contest such election, there could be no assurance as to how a court interpreting New York law would interpret the phrase.

The existence of a holder’s right to require the Company to repurchase such holder’s Notes upon a Change of Control may deter a third party from acquiring the Company in a transaction which constitutes a Change of Control.

In addition to the obligations of the Company under the Indenture with respect to the Notes in the event of a Change of Control, the occurrence of a Change of Control may constitute an event of default under, or give rise to prepayment requirements or other consequences under, a Credit Facility. Moreover, a Credit Facility may restrict or prohibit the repayment of the Notes prior to maturity. Accordingly, the Company would either be required to obtain the consent of the lenders under that Credit Facility for the repayment of the Notes upon a Change of Control or be in default thereunder.

Limitation on Preferred Stock of Subsidiaries

The Company will not permit (1) any Subsidiary to issue any Preferred Stock (other than to the Company or any Subsidiary) or (2) any Person (other than the Company or a Subsidiary) to acquire any Preferred Stock of any Subsidiary from the Company or any Subsidiary except upon the sale of all the outstanding Capital Stock of such Subsidiary in accordance with the terms of the Indenture; provided that the foregoing provisions shall not apply to Permitted Subsidiary Preferred Stock.

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to (a) pay dividends or make any other distribution on its Capital Stock to the Company or any other Subsidiary, (b) pay any Indebtedness owed to the Company or a Subsidiary, (c) make any Investment in the Company or (d) transfer any of its properties or assets to the Company or any Subsidiary, except for

(1) any encumbrance or restriction pursuant to (x) any Credit Facility or (y) an agreement or instrument in effect on the date of the Indenture;

(2) any encumbrance or restriction (x) with respect to a Subsidiary that is not a Subsidiary of the Company on the date of the Indenture, in existence at the time such Person becomes a Subsidiary of the Company and not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or (y) with respect to any asset acquired, in existence at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition;

(3) any encumbrance or restriction (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Subsidiary not otherwise prohibited by the Indenture, (C) contained in mortgages, pledges or other security agreements securing Indebtedness of a Subsidiary to the extent restricting the transfer of the property or assets subject thereto, (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Subsidiary, (E) pursuant to Purchase Money Indebtedness that impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business, (G) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and joint venture and other similar agreements entered into in the ordinary course of business) or (H) that arises or is agreed to in the ordinary

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course of business and does not detract from the value of property or assets of the Company or any Subsidiary in any manner material to the Company or such Subsidiary;

(4) any encumbrance or restriction with respect to a Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;

(5) any encumbrance or restriction pursuant to any agreement or instrument relating to any sale of receivables by or any foreign Indebtedness incurred by any Non-U.S. Subsidiary;

(6) any encumbrance or restriction by reason of any applicable law, rule, regulation or order or required by any regulatory authority having jurisdiction over the Company or any Subsidiary or any of their businesses; and

(7) any encumbrance or restriction under any agreement or instrument that extends, renews, refinances or replaces any of the agreements or instruments containing any of the encumbrances or restrictions described in the foregoing clauses (1) and (2); provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable to the holders of the Notes than those under or pursuant to the agreement or instrument so extended, renewed, refinanced or replaced (as determined in good faith by the Company).

Provision of Financial Statements

Whether or not the Company is subject to Section 13(a) or 15(d) of the Exchange Act, the Company will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which the Company would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) if the Company were so subject, such documents to be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which the Company would have been required so to file such documents if the Company were so subject. The Company will also in any event within 15 days of each Required Filing Date (or, if later, 120 days after the date of the Indenture) (i) transmit by mail to all holders of Notes, as their names and addresses appear in the security register, without cost to such holders of Notes, and (ii) file with the Trustee, copies of the annual reports, quarterly reports and other documents (without exhibits) which the Company has filed with the Commission or would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if the Company were subject to such Sections (or in lieu of any thereof, a registration statement filed with the Commission under the Securities Act, or any amendment thereto, that contains the information that would have been included therein). If any Guarantor’s financial statements would be required to be included in the financial statements filed or delivered pursuant hereto if the Company were subject to Section 13(a) or 15(d) of the Exchange Act, the Company shall include such Guarantor’s financial statements in any filing or delivery pursuant hereto. The Company will be deemed to have satisfied the requirements set forth above if (a) Holding prepares, files, mails and supplies reports and other documents prepared on a consolidated basis of the types required above, in each case within the applicable time periods and (b) the Company is not required to file such reports and other documents separately under the applicable rules and regulations of the Commission (after giving effect to any exemptive relief) because of the filings by Holding.

Additional Covenants

The Indenture will also contain covenants with respect to the following matters:

(1)    payment of principal, premium and interest;

(2)    maintenance of an office or agency in the City of New York;

(3)    arrangements regarding the handling of money held in trust; and

(4)    maintenance of corporate existence.

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CONSOLIDATION, MERGER, SALE OF ASSETS

The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into any other Person or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons, or permit any of its Subsidiaries to enter into any such transaction or transactions if such transaction or transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis to any other Person or group of affiliated Persons, unless:

(1) at the time of and immediately after giving effect to such transaction, either (a) the Company shall be the continuing Person or (b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of the Company and its Subsidiaries on a consolidated basis (the “Surviving Entity”) shall be duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia, and such Person assumes by a supplemental indenture in a form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and the Indenture, and the Indenture shall remain in full force and effect;

(2) immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred and be continuing;

(3) immediately after giving effect to such transaction on a pro forma basis (on the assumption that the transaction occurred on the first day of the four-fiscal quarter period ending prior to the consummation of such transaction for which consolidated financial statements of the Company are available with the appropriate adjustments with respect to the transaction being included in such pro forma calculation), the Company (or the Surviving Entity if the Company is not the continuing obligor under the Indenture) could incur $1.00 of additional Indebtedness under the provisions of “—Certain Covenants—Limitation on Indebtedness” (other than Permitted Indebtedness);

(4) each Guarantor, if any, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the Indenture and the Notes;

(5) if any of the property or assets of the Company or any of its Subsidiaries would thereupon become subject to any Lien, the provisions of “—Certain Covenants—Limitation on Liens” are complied with; and

(6) the Company or the Surviving Entity shall have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers’ certificate and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, lease or other transaction and the supplemental indenture in respect thereto comply with the provisions described herein and that all conditions precedent herein provided for relating to such transaction have been complied with.

Each Guarantor shall not, and the Company will not permit a Guarantor to, in a single transaction or series of related transactions, merge or consolidate with or into any other Person (other than the Company or any other Guarantor), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets on a consolidated basis to any Person (other than the Company or any other Guarantor) unless:

(1) either (a) such Guarantor shall be the continuing Person or (b) the Person (if other than such Guarantor) formed by such consolidation or into which such Guarantor is merged or the Person which acquires by sale, assignment, conveyance, transfer, lease or disposition all or substantially all of the properties and assets of such Guarantor shall be duly organized and validly existing under the laws of the United States, any state thereof or the District of Columbia and (unless such Person is the Company or any other Guarantor) shall expressly assume by a supplemental indenture, executed and delivered to the Trustee, in a form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under its Guarantee and the Indenture;

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(2) immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; and

(3) such Guarantor shall have delivered, or caused to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an officers’ certificate and an opinion of counsel, each to the effect that such consolidation, merger, sale, assignment, conveyance, transfer, lease or disposition and such supplemental indenture comply with the Indenture, and thereafter all obligations of the predecessor shall terminate.

In the event of any transaction (other than a lease) described in and complying with the conditions listed in the two preceding paragraphs in which the Company or any Guarantor is not the continuing Person, the successor Person formed or remaining shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, and the Company or such Guarantor, as the case may be, shall be discharged from all obligations and covenants under the Indenture and the Notes (and in the case of such Guarantor, its Guarantee).

Notwithstanding the foregoing, any Guarantee by a Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released in certain circumstances as described in paragraph (b) under “—Certain Covenants—Limitation on Issuances of Guarantees of Indebtedness,” and the foregoing paragraphs shall not be applicable in such event.

None of the foregoing provisions shall be deemed to prohibit or restrict any Subsidiary from merging or consolidating with or into, or selling or otherwise disposing of all or substantially all of its assets to, any other Subsidiary or the Company, or to be applicable in any such event.

EVENTS OF DEFAULT

An Event of Default will occur under the Indenture if:

(1) there shall be a default in the payment of any interest on any Note when it becomes due and payable, and such default shall continue for a period of 30 days;

(2) there shall be a default in the payment of the principal of (or premium, if any, on) any Note when and as the same shall become due as payable at maturity, upon acceleration, optional or mandatory redemption, required repurchase or otherwise;

(3) (a) there shall be a default in the performance, or a breach, of any covenant or agreement of the Company or any Guarantor under the Indenture (other than a default in the performance, or a breach, of a covenant or agreement which is specifically addressed in clause (1) or (2) above or in clauses (b), (c) and (d) of this clause (3)) and such default or breach shall continue for a period of 30 days after written notice has been given, by certified mail,

(x) to the Company by the Trustee, or

(y) to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the outstanding Notes;

(b) there shall be a default in the performance or a breach of the provisions described in “—Consolidation, Merger, Sale of Assets”;

(c) the Company shall have failed to make or consummate an Offer in accordance with the provisions of “—Certain Covenants—Limitation on Sale of Assets”; or

(d) the Company shall have failed to make or consummate a Change of Control Offer in accordance with the provisions of “—Certain Covenants—Purchase of Notes Upon a Change of Control”;

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(4) one or more defaults shall have occurred under any agreements, indentures or instruments under which the Company or any Subsidiary then has outstanding Indebtedness in excess of $7,500,000 in the aggregate and, if not already matured at its final maturity in accordance with its terms, such Indebtedness shall have been accelerated;

(5) any Guarantee issued by a Material Subsidiary shall for any reason cease to be, or be asserted in writing by such Subsidiary or the Company not to be, in full force and effect, enforceable in accordance with its terms, for a period of 10 days, except to the extent contemplated by the Indenture and any such Guarantee;

(6) one or more judgments, orders or decrees for the payment of money in excess of $7,500,000, either individually or in the aggregate (net of amounts paid within 20 days of any such judgment, order or decree under any insurance, indemnity, bond, surety or similar instrument), shall be entered against the Company or any Subsidiary or any of their respective properties and shall not be discharged and either

(a) any creditor shall have commenced an enforcement proceeding upon such judgment, order or decree, or

(b) there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal or otherwise, shall not be in effect;

(7) there shall have been the entry by a court of competent jurisdiction of

(a) a decree or order for relief in respect of the Company, any Guarantor or any Material Subsidiary in an involuntary case or proceeding under any applicable Bankruptcy Law, or

(b) a decree or order adjudging the Company, any Guarantor or any Material Subsidiary bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of or in respect of the Company, any Guarantor or any Material Subsidiary under any applicable Federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company, any Guarantor or any Material Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any such decree or order for relief shall continue to be in effect, or any such other decree or order shall be unstayed and in effect, for a period of 60 consecutive days; or

(8) (a) the Company, any Guarantor or any Material Subsidiary commences a voluntary case or proceeding under any applicable Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or insolvent,

(b) the Company, any Guarantor or any Material Subsidiary consents to the entry of a decree or order for relief in respect of such Person in an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against it,

(c) the Company, any Guarantor or any Material Subsidiary files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law,

(d) the Company, any Guarantor or any Material Subsidiary (x) consents to the filing of such petition or the appointment of, or taking possession by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company, any Guarantor or such Material Subsidiary or of any substantial part of its property, (y) makes a general assignment for the benefit of creditors or (z) admits in writing its inability to pay its debts generally as they become due, or

(e) the Company, any Guarantor or any Material Subsidiary takes any corporate action in furtherance of any such actions described above in this clause (8).

If an Event of Default (other than as specified in clauses (7) and (8) of the prior paragraph that occurs with respect to the Company) shall occur and be continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare the Notes due and payable immediately at

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their principal amount together with accrued and unpaid interest, if any, to the date the Notes become due and payable and thereupon the Trustee may, at its discretion, proceed to protect and enforce the rights of the holders of Notes by appropriate judicial proceedings. If an Event of Default specified in clause (7) or (8) of the prior paragraph occurs with respect to the Company and is continuing, then all the Notes shall ipso facto become and be immediately due and payable, in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of the Trustee or any holder.

After a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of greater than 50% in aggregate principal amount of Notes outstanding, by written notice to the Company and the Trustee, may annul such declaration and its consequences if (a) the Company has paid or deposited with the Trustee a sum sufficient to pay (1) all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (2) all overdue interest and principal, if any, on all Notes, and (3) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes; and (b) all Events of Default, other than the non-payment of principal of the Notes which have become due solely by such declaration of acceleration, have been cured or waived.

The holders of greater than 50% in aggregate principal amount of the Notes outstanding may on behalf of the holders of all the Notes waive any past default under the Indenture and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on any Note, or in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the holder of each Note outstanding and affected by such modification or amendment.

The Company is also required to notify the Trustee within ten business days of the occurrence of any Default.

The Trust Indenture Act contains limitations on the rights of the Trustee, should it become a creditor of the Company or any Guarantor, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such claims, as security or otherwise. The Trustee is permitted to engage in other transactions, provided that if it acquires any conflicting interest it must eliminate such conflict upon the occurrence of an Event of Default or else resign.

DEFEASANCE OR COVENANT DEFEASANCE OF INDENTURE

The Company may, at its option and at any time, elect to have the obligations of the Company and any Guarantor discharged with respect to the outstanding Notes (“defeasance”). Such defeasance means that the Company and any Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for

(1) the rights of holders of outstanding Notes to receive payments, solely from the trust fund described in the immediately succeeding paragraph, in respect of the principal of, premium, if any, and interest on such Notes when such payments are due,

(2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes, and the maintenance of an office or agency for payment and money for security payments held in trust,

(3) the rights, powers, trusts, duties, indemnities and immunities of the Trustee, and

(4) the defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and any Guarantor released with respect to certain covenants that are described in the Indenture (“covenant defeasance”) and any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the Notes. In the event covenant defeasance occurs, certain events (not including non-

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payment, enforceability of any Guarantee, bankruptcy and insolvency events) described under “—Events of Default” will no longer constitute an Event of Default with respect to the Notes.

Either option may be exercised to any redemption date or to the maturity date for the Notes. In order to exercise either defeasance or covenant defeasance,

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes, cash in United States dollars, U.S. Government Obligations (as defined in the Indenture), or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the principal of, and premium, if any, and interest on the outstanding Notes (except lost, stolen or destroyed Notes which have been replaced or repaid) until maturity or redemption, as the case may be;

(2) in the case of defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel in the United States shall confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

(3) in the case of covenant defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States to the effect that the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default with respect to the Indenture resulting from the incurrence of Indebtedness, all or a portion of which will be used to defease the Notes concurrently with such incurrence);

(5) such defeasance or covenant defeasance shall not result in a material breach or violation of, or constitute a default under, any other material agreement or instrument to which either the Company or any Guarantor is a party or by which it is bound;

(6) in the case of defeasance or covenant defeasance, the Company shall have delivered to the Trustee an opinion of independent counsel in the United States to the effect that, assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the date of deposit and no holder of Notes is an insider of the Company, after the 91st day following the deposit or after the date such opinion is delivered, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

(7) the Company shall have delivered to the Trustee an officers’ certificate stating that the deposit was not made by the Company with the intent of preferring the holders of the Notes or of any Guarantee over the other creditors of either the Company or any Guarantor with the intent of hindering, delaying or defrauding creditors of either the Company or any Guarantor; and

(8) the Company shall have delivered to the Trustee an officers’ certificate and an opinion of independent counsel, each to the effect that all conditions precedent provided for relating to either the defeasance or the covenant defeasance, as the case may be, have been complied with.

Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable or (b) will become due and payable on the maturity date within one year, or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

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SATISFACTION AND DISCHARGE

The Indenture will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes when:

(1) either (a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid) have been delivered to the Trustee for cancellation or (b) all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable at their Stated Maturity within one year or (z) are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense of, the Company and any Guarantor and, in each case, either the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire indebtedness on the Notes (except lost, stolen or destroyed Notes which have been replaced or paid) not theretofore delivered to the Trustee for cancellation, including principal, premium, if any, and interest at such Stated Maturity or redemption date;

(2) either the Company or any Guarantor or Guarantors or any combination thereof has paid all other sums payable under the Indenture by the Company and any Guarantor; and

(3) the Company and any Guarantor have delivered to the Trustee an officers’ certificate and an opinion of counsel each to the effect that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

MODIFICATIONS AND AMENDMENTS

Modifications and amendments of the Indenture may be made by the Company, any Guarantor, if any, and the Trustee with the consent of the holders of greater than 50% in aggregate principal amount of the Notes then outstanding; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding Note affected thereby:

(1) change the Stated Maturity of the principal of, or any installment of interest on, any Note or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which the principal of any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof;

(2) after a Change of Control has occurred and the Company’s obligation to purchase Notes arises thereunder, amend, change or modify the obligation of the Company to make and consummate a Change of Control Offer with respect to such Change of Control in accordance with the covenant described under “—Certain Covenants—Purchase of Notes Upon a Change of Control,” including amending, changing or modifying any definitions with respect thereto;

(3) reduce the percentage in principal amount of outstanding Notes, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver;

(4) modify any of the provisions relating to supplemental indentures requiring the consent of holders or relating to the waiver of past defaults or relating to the waiver of certain covenants, except to increase the percentage of outstanding Notes required for such actions or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the holder of each Note affected thereby; or

(5) except as otherwise permitted under the provisions described under “—Consolidation, Merger, Sale of Assets,” consent to the assignment or transfer by either the Company or any Guarantor of any of its rights and obligations under the Indenture.

Notwithstanding the foregoing, without the consent of any holders of the Notes, the Company, any Guarantor and the Trustee may modify or amend the Indenture (a) to evidence the succession of another Person to the Company or a Guarantor, and the assumption by any such successor of the covenants of the Company or

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such Guarantor in the Indenture and in the Notes and in any Guarantee in accordance with the provisions described under “—Consolidation, Merger, Sale of Assets”; (b) to add to the covenants of the Company or any Guarantor for the benefit of the holders of the Notes, or to surrender any right or power conferred upon the Company or any Guarantor, as applicable, in the Indenture, in the Notes or in any Guarantee; (c) to cure any ambiguity, or to correct or supplement any provision in the Indenture, the Notes or any Guarantee which may be defective or inconsistent with any other provision in the Indenture, the Notes or any Guarantee; (d) to make any other provisions with respect to matters or questions arising under the Indenture, the Notes or any Guarantee; provided that, in each case, such provisions shall not adversely affect the interests of the holders of the Notes; (e) to comply with the requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; (f) to add a Guarantor (or any other Person providing a guarantee of the Notes) under the Indenture; (g) to evidence and provide the acceptance of the appointment of a successor Trustee under the Indenture; or (h) to mortgage, pledge, hypothecate or grant a security interest in favor of the Trustee for the benefit of the holders of the Notes as additional security for the payment and performance of the obligations under the Indenture, in any property, or assets, including any of which that are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee, pursuant to the Indenture or otherwise.

The holders of greater than 50% in aggregate principal amount of the Notes outstanding will be permitted to waive compliance with certain restrictive covenants and provisions of the Indenture.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, INCORPORATORS OR STOCKHOLDERS

A director, officer, employee, incorporator or stockholder, as such, of the Company, any Guarantor or any other obligor on the Notes shall not have any liability for any obligations of the Company, any Guarantor or any other obligor, as the case may be, under the Notes, the Indenture or any Guarantee or for any claim based on, in respect of or by reason of such obligations or their creation.

THE TRUSTEE

The Indenture will provide that, except during the continuance of a Default or an Event of Default, the Trustee need perform only those duties as are specifically set forth in the Indenture. If a Default or an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by the Indenture and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

GOVERNING LAW

The Indenture and the Notes will be governed by, and construed in accordance with, the law of the State of New York.

CERTAIN DEFINITIONS

“Acquired Indebtedness” means Indebtedness of a Person (1) existing at the time such Person becomes a Subsidiary or (2) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.

“Affiliate” means, with respect to any specified Person, (1) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (2) any other Person that owns, directly or indirectly, 10% or more of such Person’s Voting Stock or any executive

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officer or director of either of such other Persons. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Asset Sale” means any sale, issuance, conveyance, transfer, lease or other disposition (including, without limitation, by way of merger, consolidation or sale and leaseback transaction) (collectively, a “transfer”), directly or indirectly, in one or a series of related transactions, of

(1) any Capital Stock of any Subsidiary;

(2) all or substantially all of the properties and assets of any division or line of business of the Company or its Subsidiaries; or

(3) any other properties or assets of the Company or any Subsidiary, other than in the ordinary course of business.

For the purposes of this definition, the term “Asset Sale” shall not include any transfer of

(A) properties and assets that is governed by the provisions described under the first and second paragraphs of “—Consolidation, Merger, Sale of Assets”;

(B) properties and assets of the Company to any Subsidiary of the Company, or of any Subsidiary to the Company or any other Subsidiary;

(C) Capital Stock of a Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Company or a Subsidiary) from whom such Subsidiary was acquired, or from whom such Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), entered into in connection with such acquisition;

(D) not more than five percent of the outstanding Capital Stock of a Non-U.S. Subsidiary pursuant to an agreement or arrangement with an officer, employee or member of the management of such Non-U.S. Subsidiary that has been approved by the Board of Directors;

(E) properties and assets by the Company or any Subsidiary in accordance with the covenant described under “—Certain Covenants—Limitation on Restricted Payments”;

(F) accounts receivable or notes receivable (by sale or discount, with or without recourse, and on customary or commercially reasonable terms as determined in good faith by the Company), or the conversion or exchange of accounts receivable for notes receivable;

(G) arising from foreclosure, condemnation or similar action with respect to any property or assets; or

(H) in addition to any transfers excluded from the definition of “Asset Sale” by any of the foregoing clauses (A) through (G), properties or assets, the net proceeds of which do not exceed $1,000,000 per transaction or series of related transactions in any fiscal year.

“Bank Indebtedness” means any and all amounts, whether outstanding on the date of the Indenture or thereafter incurred, payable under or in respect of any Credit Facility, including without limitation principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary obligations of any nature and all other amounts payable thereunder or in respect thereof; provided that Bank Indebtedness shall not include any Securities Offering.

“Bankruptcy Law” means Title 11 of the United States Code, as amended, or any similar United States Federal or state law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

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“Board of Directors” means, unless otherwise specified, the board of directors of the Company or any duly authorized committee of such board.

“BRS” means Bruckmann Rosser Sherrill Co., Inc.

“BRS Fund II” means Bruckmann Rosser Sherrill & Co. II, L.P., a Delaware limited partnership, and any successor in interest thereto.

“BRS Investment Agreement” means the Investment Agreement, dated as of December 19, 2002, among Holding, C&D Fund IV, BRS Fund II and certain other parties, as amended, waived, supplemented or otherwise modified from time to time.

“C&D Fund IV” means The Clayton & Dubilier Private Equity Fund IV Limited Partnership, a Connecticut limited partnership, and any successor in interest thereto.

“CD&R” means Clayton, Dubilier & Rice, Inc.

“Capital Lease Obligation” of any Person means any obligations of such Person and its consolidated Subsidiaries on a consolidated basis under any capital lease of real or personal property which, in accordance with GAAP, has been recorded as a capitalized lease obligation.

“Capital Stock” of any Person means any and all shares, interests, participations or other equivalents (however designated) of such Person’s capital stock, including any Preferred Stock.

“Cash Equivalents” means

(1) any security, maturing not more than six months after the date of acquisition, issued by the United States of America, or an instrumentality or agency thereof and guaranteed fully as to principal, premium, if any, and interest by the United States of America,

(2) any certificate of deposit, time deposit or bankers’ acceptance, maturing not more than six months after the day of acquisition, issued by any commercial banking institution that is a member of the Federal Reserve System or a commercial banking institution organized and located in a country recognized by the United States of America, in each case having combined capital and surplus and undivided profits of not less than $500,000,000 (or the equivalent thereof), whose short-term debt (other than short-term debt of a lender under any Credit Facility) has a rating, at the time as of which any investment therein is made, of “P-1” (or higher) according to Moody’s Investors Service, Inc. or any successor rating agency (“Moody’s”), or “A-1” (or higher) according to Standard and Poor’s Ratings Group or any successor rating agency (“S&P”),

(3) commercial paper maturing not more than three months after the date of acquisition, issued by a corporation (other than an Affiliate or Subsidiary of the Company) organized and existing under the laws of the United States of America with a rating, at the time as of which any investment therein is made, of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P, or

(4) any money market deposit accounts issued or offered by a domestic commercial bank having capital and surplus in excess of $500,000,000 (or the equivalent thereof).

“Change of Control” means

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders or Holding, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company; provided that so long as the Company is a Subsidiary Person of Holding, no Person shall be deemed to be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of the Company unless such Person shall be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of Holding;

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(ii) the Company merges or consolidates with or into, or sells or transfers (in one or a series of related transactions) all or substantially all of the assets of the Company and its Subsidiaries to, another Person (other than one or more Permitted Holders) and any “person” (as defined in clause (i) above), other than one or more Permitted Holders or Holding, is or becomes the “beneficial owner” (as so defined), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the surviving Person in such merger or consolidation, or the transferee Person in such sale or transfer of assets, as the case may be; provided that so long as such surviving or transferee Person is a Subsidiary Person of a parent Person, no Person shall be deemed to be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of such surviving or transferee Person unless such Person shall be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of such parent Person; or

(iii) during any period of two consecutive years (during which period the Company has been a party to the Indenture), individuals who at the beginning of such period were members of the board of directors of the Company (together with any new members thereof whose election by such board of directors or whose nomination for election by holders of Capital Stock of the Company was approved by one or more Permitted Holders or by a vote of a majority of the members of such board of directors then still in office who were either members thereof at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of such board of directors then in office.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of the Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Commodities Agreements” means one or more of the following agreements which shall be entered into by one or more financial institutions: commodity future contracts, forward contracts, options or other similar agreements or arrangements designed to protect against fluctuations in the price of, or the shortage of supply of, commodities from time to time.

“Company” or “Remington” means Remington Arms Company, Inc., a Delaware corporation, until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Company” shall mean such successor Person.

“Consolidated Coverage Ratio” as of any date of determination means the ratio of (i) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Company are available to (ii) Consolidated Interest Expense for such four fiscal quarters; provided that

(1) if since the beginning of such period the Company or any Subsidiary has incurred any Indebtedness that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (B) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation),

(2) if since the beginning of such period the Company or any Subsidiary has repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged any Indebtedness (each, a “Discharge”) or

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if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such Discharge had occurred on the first day of such period,

(3) if since the beginning of such period the Company or any Subsidiary shall have disposed of any company, any business or any group of assets constituting an operating unit of a business (any such disposition, a “Sale”), the Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to (A) the Consolidated Interest Expense attributable to any Indebtedness of the Company or any Subsidiary repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged with respect to the Company and its continuing Subsidiaries in connection with such Sale for such period (including but not limited to through the assumption of such Indebtedness by another Person) plus (B) if the Capital Stock of any Subsidiary is sold, the Consolidated Interest Expense for such period attributable to the Indebtedness of such Subsidiary to the extent the Company and its continuing Subsidiaries are no longer liable for such Indebtedness after such Sale,

(4) if since the beginning of such period the Company or any Subsidiary (by merger, consolidation or otherwise) shall have made an Investment in any Person that thereby becomes a Subsidiary, or otherwise acquired any company, any business or any group of assets constituting an operating unit of a business, including any such Investment or acquisition occurring in connection with a transaction causing a calculation to be made hereunder (any such Investment or acquisition, a “Purchase”), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the incurrence of any related Indebtedness) as if such Purchase occurred on the first day of such period, and

(5) if since the beginning of such period any Person became a Subsidiary or was merged or consolidated with or into the Company or any Subsidiary, and since the beginning of such period such Person shall have Discharged any Indebtedness or made any Sale or Purchase that would have required an adjustment pursuant to clause (2), (3) or (4) above if made by the Company or a Subsidiary during such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness incurred or repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of the Company or a Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Company or such Subsidiary may designate. If any Indebtedness that is being given pro forma effect was incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capital Lease

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Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capital Lease Obligation in accordance with GAAP.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus the following to the extent deducted in calculating such Consolidated Net Income: (i) provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital, (ii) Consolidated Interest Expense, (iii) depreciation, amortization (including but not limited to amortization of goodwill and intangibles and amortization and write-off of financing costs) and all other non-cash charges or non-cash losses, (iv) any expenses or charges related to any Equity Offering, Investment or Indebtedness permitted by the Indenture (whether or not consummated or incurred) and (v) the amount of any minority interest expense.

“Consolidated Interest Expense” means, for any period, (i) the total interest expense of the Company and its Subsidiaries to the extent deducted in calculating Consolidated Net Income, net of any interest income of the Company and its Subsidiaries, including without limitation any such interest expense consisting of (a) interest expense attributable to Capital Lease Obligations, (b) amortization of debt discount, (c) interest in respect of Indebtedness of any other Person that has been guaranteed by the Company or any Subsidiary, but only to the extent that such interest is actually paid by the Company or any Subsidiary, (d) non-cash interest expense, (e) the interest portion of any deferred payment obligation, and (f) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing, plus (ii) Preferred Stock dividends paid in cash in respect of Redeemable Capital Stock of the Company held by Persons other than the Company or a Subsidiary and minus (iii) to the extent otherwise included in such interest expense referred to in clause (i) above, amortization or write-off of financing costs, in each case under clauses (i) through (iii) as determined on a consolidated basis in accordance with GAAP; provided that gross interest expense shall be determined after giving effect to any net payments made or received by the Company and its Subsidiaries with respect to Interest Rate Agreements.

“Consolidated Net Income” means, for any period, the net income (loss) of the Company and its Subsidiaries, determined on a consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends; provided that there shall not be included in Consolidated Net Income:

(i) any net income (loss) of any Person if such Person is not a Subsidiary, except that (A) subject to the limitations contained in clause (iv) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount actually distributed by such Person during such period to the Company or a Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Subsidiary, to the limitations contained in clause (iii) below) and (B) the Company’s equity in the net loss of such Person shall be included to the extent of the aggregate Investment of the Company or any of its Subsidiaries in such Person,

(ii) any net income (loss) of any Person acquired by the Company or a Subsidiary in a pooling of interests transaction for any period prior to the date of such acquisition,

(iii) any net income (loss) of any Subsidiary that is not a Guarantor if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such Subsidiary, directly or indirectly, to the Company by operation of the terms of such Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Subsidiary or its stockholders (other than (x) restrictions that have been waived or otherwise released, (y) restrictions pursuant to the Notes or the Indenture and (z) restrictions in effect on the date of the Indenture with respect to a Subsidiary and other restrictions with respect to such Subsidiary that taken as a whole are not materially less favorable to the holders of the Notes than such restrictions in effect on the date of the Indenture), except that (A) subject to the limitations contained in clause (iv) below, the Company’s equity in the net income of any such Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that could

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have been made by such Subsidiary during such period to the Company or another Subsidiary (subject, in the case of a dividend that could have been made to another Subsidiary, to the limitation contained in this clause) and (B) the net loss of such Subsidiary shall be included to the extent of the aggregate Investment of the Company or any of its other Subsidiaries in such Subsidiary,

(iv) any gain or loss realized upon the sale or other disposition of any asset of the Company or any Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by the Board of Directors),

(v) any item classified as an extraordinary, unusual or nonrecurring gain, loss or charge (including without limitation (a) any charge or expense incurred for employee bonuses in connection with the Transaction, and (b) fees, expenses and charges associated with the Transaction or any acquisition, merger or consolidation after the date of the Indenture),

(vi) the cumulative effect of a change in accounting principles,

(vii) all deferred financing costs written off and premiums paid in connection with any early extinguishment of Indebtedness,

(viii) any unrealized gains or losses in respect of Currency Hedging Arrangements,

(ix) any unrealized foreign currency translation gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person, and

(x) (a) any non-cash compensation charge arising from any grant of stock, stock options or other equity based awards, and (b) any compensation expense relating to or incurred in connection with dividends, distributions or other payments to holders of Capital Stock or other equity interests of the Company or Holding (or of warrants, options or rights to acquire, or deferred shares or other equity-linked interests, relating to any such Capital Stock or other equity interests).

In the case of any unusual or nonrecurring gain, loss or charge not included in Consolidated Net Income pursuant to clause (v) above in any determination thereof, the Company will deliver an officer’s certificate to the Trustee promptly after the date on which Consolidated Net Income is so determined, setting forth the nature and amount of such unusual or nonrecurring gain, loss or charge.

“Consulting Agreements” means, collectively, (a) the Amended and Restated Consulting Agreement, dated as of January 1, 2001, among Holding, the Company and CD&R, as amended, waived, supplemented or otherwise modified from time to time, and (b) the Consulting Agreement to be entered into among Holding, the Company and BRS pursuant to the BRS Investment Agreement, as amended, waived, supplemented or otherwise modified from time to time.

“Credit Facilities” means one or more facilities or arrangements, in each case with one or more banks or other institutions providing for revolving credit loans, term loans, receivables financings (including without limitation through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Indebtedness, in each case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with any of the foregoing, including but not limited to any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledge agreements, security agreements and collateral documents, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original banks or other institutions or other banks or other institutions or otherwise, and whether provided under any original Credit Facility or one or more other credit agreements, indentures, financing agreements or other Credit Facilities or otherwise). Without limiting the generality of the foregoing, the term “Credit Facility” shall include any agreement (i) changing the maturity of any Indebtedness incurred thereunder

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or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof.

“Currency Hedging Arrangements” means one or more of the following agreements which shall be entered into by one or more financial institutions: foreign exchange contracts, currency swap agreements or other similar agreements or arrangements designed to protect against fluctuations in currency values from time to time.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Directors’ Qualifying Shares” means shares of Capital Stock of a Person held by nominees, directors or trustees pursuant to the requirements of the law of the jurisdiction in which such Person is organized.

“Disinterested Director” means, with respect to any transaction or series of related transactions, a member of the Board of Directors who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions.

“Equity Registration Rights Agreement” means the Registration and Participation Agreement, dated as of November 30, 1993, among Holding and one or more of its stockholders, providing among other things for certain registration rights in respect of Holding Common Stock, as amended, waived, supplemented or otherwise modified from time to time.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Contribution” means Net Cash Proceeds, or the fair value, as determined in good faith by the Board of Directors, of property or assets, received by the Company as capital contributions to the Company after the date of the Indenture or from the issuance or sale (other than to a Subsidiary) of Qualified Capital Stock of the Company, in each case to the extent designated as an Excluded Contribution pursuant to an officers’ certificate of the Company and not previously included in the calculation set forth in subparagraph (a)(C)(ii) or (C)(iii) of the covenant described under “—Certain Covenants—Limitation on Restricted Payments” for purposes of determining whether a Restricted Payment may be made.

“Fair Market Value” means, with respect to any asset or property, the sale value that would be obtained in an arm’s length transaction between an informed and willing seller and an informed and willing buyer.

“GAAP” means generally accepted accounting principles in the United States of America as in effect on the date of the Indenture (for purposes of the definitions of the terms “Consolidated Coverage Ratio,” “Consolidated EBITDA,” “Consolidated Interest Expense” and “Consolidated Net Income,” all defined terms in the Indenture to the extent used in or relating to any of the foregoing definitions, and all ratios and computations based on any of the foregoing definitions) and as in effect from time to time (for all other purposes of the Indenture), including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in the Indenture shall be computed in conformity with GAAP.

“Guarantee” means the guarantee by any Guarantor of the Indenture Obligations.

“Guaranteed Debt” of any Person means, without duplication, all Indebtedness of any other Person guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement enforceable by or for the benefit of the holder of such Indebtedness (i) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness,

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(ii) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss, (iii) to supply funds to, or in any other manner invest in, the debtor (including any agreement to pay for property or services without requiring that such property be received or such services be rendered), (iv) to maintain working capital or equity capital of the debtor, or otherwise to maintain the net worth, solvency or other financial condition of the debtor or (v) otherwise to assure a creditor against loss; provided that the term “guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business.

“Hedging Obligations” of any Person means obligations of such Person pursuant to any Interest Rate Agreement, Currency Hedging Arrangement or Commodities Agreement.

“Holding” means RACI Holding, Inc., a Delaware corporation, and any successor in interest thereto.

“Holding Common Stock” means the common stock or other equity interests of Holding.

“Indebtedness” means, with respect to any Person, without duplication, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of property, excluding any trade payables and other accrued current liabilities arising in the ordinary course of business, but including, without limitation, all obligations, contingent or otherwise, of such Person in connection with any letters of credit issued under letter of credit facilities, acceptance facilities or other similar facilities, (ii) all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments, (iii) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), but excluding trade payables and other accrued current liabilities relating to the payment of the purchase price for such property provided such payments are required to be made over a period of less than one year, in each case arising in the ordinary course of business, (iv) all obligations under Interest Rate Agreements of such Person, (v) all Capital Lease Obligations of such Person, (vi) all Indebtedness referred to in clauses (i) through (v) above of other Persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien, upon or with respect to property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness, (vii) all Guaranteed Debt of such Person, and (viii) all Redeemable Capital Stock valued at its involuntary maximum fixed repurchase price (but excluding accrued and unpaid dividends). For purposes hereof, the “maximum fixed repurchase price” of any Redeemable Capital Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Redeemable Capital Stock, such fair market value to be determined in good faith by the Board of Directors.

“Indemnification Agreements” means, collectively, (a) the Indemnification Agreement, dated as of November 30, 1993, among Holding, the Company, CD&R, and C&D Fund IV, pursuant to which among other things the Company and Holding agree to indemnify C&D Fund IV, CD&R, their respective Affiliates and certain other Persons in certain circumstances, as amended, waived, supplemented or otherwise modified from time to time, and (b) the Indemnification Agreement to be entered into among Holding, the Company, BRS and BRS Fund II pursuant to the BRS Investment Agreement, as amended, waived, supplemented or otherwise modified from time to time.

“Indenture Obligations” means the obligations of the Company and any other obligor under the Indenture or under the Notes, including any Guarantor, to pay principal of, and premium, if any, and interest on, the Notes when due and payable, and all other amounts due or to become due under or in connection with the Indenture, the Notes and the performance of all other monetary obligations to the Trustee and the holders under the Indenture and the Notes, according to the terms thereof.

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“Interest Rate Agreements” means one or more of the following agreements which shall be entered into by one or more financial institutions: interest rate protection agreements (including, without limitation, interest rate swaps, caps, floors, collars and similar agreements) and/or other types of interest rate hedging agreements from time to time.

“Investments” means, with respect to any Person, directly or indirectly, any advance, loan (including guarantees of Indebtedness), or other extension of credit or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase, acquisition or ownership by such Person of any Capital Stock, bonds, notes, debentures or other securities issued by any other Person. “Investments” shall exclude any advance, loan (including any guarantee of Indebtedness) or other extension of credit to any customer, supplier, director, officer or employee of any Person in the ordinary course of business. For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “—Certain Covenants—Limitation on Restricted Payments” only, (i) “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary and shall exclude the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is designated a Subsidiary of the Company; and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer, in each case as determined by the Board of Directors in good faith. The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Company’s option) by any dividend, distribution, interest payment, return of capital, repayment or other amount or value received in respect of such Investment; provided that to the extent that the amount of Restricted Payments outstanding at any time is so reduced by any portion of any such amount or value that would otherwise be included in the calculation of Consolidated Net Income, such portion of such amount or value shall not be so included for purposes of calculating the amount of Restricted Payments that may be made pursuant to paragraph (a) of the covenant described under “—Certain Covenants—Limitation on Restricted Payments.”

“Lien” means any mortgage, charge, pledge, lien (statutory or otherwise), security interest, hypothecation or other encumbrance upon or with respect to any property of any kind, real or personal, movable or immovable, now owned or hereafter acquired.

“Management Investors” means the officers, directors, employees and other members of the management of the Company or a Subsidiary, or family members or relatives thereof or trusts for the benefit of any of the foregoing, who at any particular date shall beneficially own or have the right to acquire, directly or indirectly, Holding Common Stock.

“Management Stock” means Holding Common Stock, or options, warrants or rights to acquire Holding Common Stock, held by any of the Management Investors.

“Material Subsidiary” means any Subsidiary of the Company that would be a “significant subsidiary” of the Company as defined in Rule 1-02 of Regulation S-X under the Securities Act and the Exchange Act.

“Net Cash Proceeds” means

(a) with respect to any Asset Sale by any Person, the proceeds thereof (without duplication in respect of any other Asset Sale) in the form of cash or Cash Equivalents, including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Subsidiary) net of (i) brokerage commissions and other reasonable fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale, (ii) provisions for all taxes payable as a result of such Asset Sale, (iii) payments made, and installment payments required to be made, to retire indebtedness where payment of such indebtedness is secured by the assets or properties the subject

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of such Asset Sale, or that must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale, including payments made in respect of principal, interest and prepayment premiums and penalties, (iv) amounts required to be paid to any Person (other than the Company or any Subsidiary) owning a beneficial interest in the assets subject to the Asset Sale and (v) any liabilities or obligations associated with the assets disposed of in such Asset Sale and retained by the Company or any Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, and

(b) with respect to any capital contribution or any issuance or sale of Capital Stock or options, warrants or rights to acquire Capital Stock, or debt securities or Capital Stock that have been converted into or exchanged for Capital Stock, as referred to under “—Certain Covenants—Limitation on Restricted Payments,” the proceeds of such issuance or sale in the form of cash or Cash Equivalents, including payments in respect of deferred payment obligations when received in the form of, or stock or other assets when disposed for, cash or Cash Equivalents (except to the extent that such obligations are financed or sold with recourse to the Company or any Subsidiary), net of attorneys’ fees, accountants’ fees and brokerage, consultation, underwriting and other fees and expenses actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Non-U.S. Subsidiary” means any Subsidiary which is not a U.S. Subsidiary.

“Pari Passu Indebtedness” means (a) any Indebtedness of the Company that is pari passu in right of payment with the Notes and (b) any Indebtedness of any Subsidiary Guarantor that is pari passu in right of payment with the Guarantee of such Subsidiary Guarantor.

“Permitted Holder” means any of the following: (i) any of C&D Fund IV, the Management Investors, CDR and their respective Affiliates; (ii) any investment fund or vehicle managed, sponsored or advised by CDR; (iii) any limited or general partners of, or other investors in, any of C&D Fund IV and its Affiliates, or any such investment fund or vehicle; and (iv) any Person acting in the capacity of an underwriter in connection with a public or private offering of Capital Stock or other equity interests of Holding or the Company. Upon, from and after the occurrence of the closing under the BRS Investment Agreement (as determined in good faith by the Company), the term “Permitted Holder” shall, effective as of the date of the Indenture, also include any of the following: (i) any of BRS Fund II, BRS and their respective Affiliates; (ii) any investment fund or vehicle managed, sponsored or advised by BRS; and (iii) any limited or general partners of, or other investors in, any of BRS Fund II and its Affiliates, or any such investment fund or vehicle.

“Permitted Indebtedness” means the following:

(1) Indebtedness of the Company and the Subsidiary Guarantors under any Credit Facility, in an aggregate principal amount at any one time outstanding not to exceed the greater of (a) $125,000,000 and (b) the sum (determined as of the end of the most recently ended fiscal period for which consolidated financial statements of the Company are available) of (i) 85% of the book value of accounts receivable of the Company and its Subsidiaries calculated in accordance with GAAP plus (ii) 60% of the book value of inventory of the Company and its Subsidiaries calculated in accordance with GAAP;

(2) Indebtedness of the Company pursuant to the Notes (other than any Additional Notes) and Indebtedness of any Subsidiary pursuant to a Guarantee of such Notes;

(3) Indebtedness of the Company or any of its Subsidiaries outstanding on the date of the Indenture;

(4) Indebtedness of the Company owing to a Subsidiary; provided that any disposition or transfer of any such Indebtedness to a Person (other than a Subsidiary) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (4);

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(5) Indebtedness of a Subsidiary owing to the Company or another Subsidiary; provided that (a) any disposition or transfer of any such Indebtedness to a Person (other than the Company or a Subsidiary) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (5); and (b) any transaction pursuant to which any Subsidiary, which has Indebtedness owing to the Company or any other Subsidiary, ceases to be a Subsidiary shall be deemed to be the incurrence of Indebtedness by such Subsidiary that is not permitted by this clause (5);

(6) obligations of the Company or any Subsidiary entered into in the ordinary course of business (a) pursuant to Interest Rate Agreements designed to protect the Company or any Subsidiary against fluctuations in interest rates in respect of Indebtedness of the Company or any of its Subsidiaries, (b) pursuant to Currency Hedging Arrangements entered into by the Company or any of its Subsidiaries in respect of its (x) assets or (y) obligations, as the case may be, denominated in a foreign currency or (c) pursuant to Commodities Agreements;

(7) Indebtedness of the Company or any Subsidiary consisting of guarantees, indemnities, or obligations in respect of earnouts or purchase price adjustments, in connection with the acquisition or disposition of assets permitted under the Indenture;

(8) Indebtedness of the Company or any Subsidiary with respect to (a) letters of credit securing obligations under or relating to (x) insurance contracts entered into in the ordinary course of business, (y) expenses under leases pursuant to which the Company or any Subsidiary is lessee or (z) self-insurance in respect of worker compensation, or (b) other letters of credit issued, or relating to liabilities or obligations incurred, in the ordinary course of business;

(9) Indebtedness of the Company or any Subsidiary consisting of Purchase Money Indebtedness or Capital Lease Obligations (and any renewals, extensions, substitutions, refundings, refinancings or replacements thereof) not to exceed $7,500,000 in aggregate principal amount outstanding at any given time;

(10) Indebtedness of the Company or any Subsidiary consisting of guarantees of up to an aggregate principal amount of $5,000,000 of borrowings by Management Investors in connection with Management Stock, or guarantees in respect of Indebtedness incurred by officers or employees of the Company or any Subsidiary in the ordinary course of business, or guarantees referred to in clause (g) of the second proviso to the covenant described under “—Certain Covenants—Limitation on Transactions with Affiliates”;

(11) obligations of the Company or any Subsidiary in respect of judgment, performance, surety and other bonds provided by the Company or any Subsidiary in the ordinary course of business;

(12) Indebtedness of any Non-U.S. Subsidiary not to exceed $5,000,000 in aggregate principal amount outstanding at any given time;

(13) Indebtedness of the Company or any Subsidiary arising from the honoring of a check, draft or similar instrument drawn against insufficient funds; provided that such Indebtedness is extinguished within two business days of its incurrence;

(14) Indebtedness of the Company or any Subsidiary in addition to that described in clauses (1) through (13) of this definition of “Permitted Indebtedness” not to exceed $25,000,000 in aggregate principal amount outstanding at any given time;

(15) (A) Guarantees by the Company or any Subsidiary of Indebtedness or any other obligation or liability of the Company or any Subsidiary (other than any Indebtedness incurred by the Company or such Subsidiary, as the case may be, in violation of the covenant described under “—Certain Covenants— Limitation on Indebtedness”), or (B) without limiting the covenant described under “—Certain Covenants—Limitation on Liens,” Indebtedness of the Company or any Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the Company or any Subsidiary (other than any Indebtedness incurred by the Company or such Subsidiary, as the case may be, in violation of the covenant described under “—Certain Covenants—Limitation on Indebtedness”); and

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(16) any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a “refinancing”) of (x) any Indebtedness described in clause (2) or (3) of this definition of “Permitted Indebtedness,” or (y) any Indebtedness incurred pursuant to the proviso of the covenant described under “—Certain Covenants—Limitation on Indebtedness,” including any successive refinancings so long as the aggregate principal amount of Indebtedness represented thereby does not exceed (a) the principal amount so refinanced plus (b) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such refinancing and, in the case of Subordinated Indebtedness, such refinancing does not reduce the Stated Maturity of such Indebtedness to less than that of the Indebtedness thus refinanced (or, if shorter, that of the Notes).

“Permitted Investment” means

(1) Investments in any Subsidiary (including any Person that thereby becomes a Subsidiary);

(2) Investments in the Company (including in the Notes);

(3) Indebtedness (or guarantee of Indebtedness) of the Company or any Subsidiary permitted under the covenant described under “—Certain Covenants—Limitation on Indebtedness”;

(4) Cash Equivalents or Temporary Cash Investments;

(5) Investments acquired by the Company or any Subsidiary in connection with (x) an Asset Sale permitted under the covenant described under “—Certain Covenants—Limitation on Sale of Assets” to the extent such Investments are non-cash consideration as permitted under such covenant or (y) a sale or other disposition of property or assets not constituting an Asset Sale;

(6) Investments in existence or made pursuant to legally binding written commitments in existence on the date of the Indenture;

(7) loans or advances provided by the Company in the ordinary course of its business to its officers and employees and loans, advances and guarantees referred to in clause (g) of the second proviso to the covenant described under “—Certain Covenants—Limitation on Transactions with Affiliates”;

(8) receivables owing to the Company or any Subsidiary created in the ordinary course of business;

(9) evidences of Indebtedness, securities or other property received from another Person by the Company or any Subsidiary in connection with any bankruptcy proceeding or other reorganization of such other Person or as a result of foreclosure, perfection or enforcement of any Lien, or otherwise in settlement for liabilities or obligations of such other Person to the Company or any Subsidiary;

(10) (A) Interest Rate Agreements designed to protect the Company or any Subsidiary against fluctuations in interest rates in respect of Indebtedness of the Company or any of its Subsidiaries, (B) Currency Hedging Arrangements entered into by the Company or any of its Subsidiaries in respect of its (1) assets or (2) obligations, as the case may be, denominated in a foreign currency and (C) Commodities Agreements;

(11) pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y) otherwise described in the definition of “Permitted Lien” or made in connection with Liens permitted under the covenant described under “—Certain Covenants—Limitation on Liens”;

(12) Investments in an aggregate amount outstanding at any time not to exceed the amount of Excluded Contributions;

(13) any Investment to the extent made using Qualified Capital Stock of the Company, or Capital Stock of Holding, as consideration; and

(14) Investments in any Person in addition to those described in clauses (1) through (13) of this definition of “Permitted Investment” not to exceed $15,000,000 in the aggregate at any time outstanding.

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“Permitted Lien” means any of the following:

(1) Liens for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Company and its Subsidiaries, or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company or a Subsidiary thereof, as the case may be, in accordance with GAAP;

(2) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations that are not overdue for a period of more than 60 days, or that are bonded or that are being contested in good faith and by appropriate proceedings;

(3) pledges, deposits or Liens in connection with workers’ compensation, unemployment insurance and other social security and other similar legislation or other insurance-related obligations (including, without limitation, pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements);

(4) pledges, deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money), obligations for utilities, leases, licenses, public or statutory obligations, completion guarantees, surety, judgment, appeal or performance bonds, other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course of business;

(5) easements (including reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, encroachments, changes, and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries, taken as a whole;

(6) Liens existing on, or provided for under written arrangements existing on, the date of the Indenture, or (in the case of any such Liens securing Indebtedness of the Company or any of its Subsidiaries existing or arising under written arrangements existing on the date of the Indenture) securing any Indebtedness incurred in connection with any refinancing in respect of such Indebtedness so long as the Lien securing such refinancing Indebtedness is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or under such written arrangements could secure) the original Indebtedness;

(7) (a) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Company or any Subsidiary has easement rights or on any leased property and subordination or similar agreements relating thereto and (b) any condemnation or eminent domain proceedings affecting any real property;

(8) Liens securing Hedging Obligations, Purchase Money Indebtedness or Capital Lease Obligations incurred in compliance with the covenant described under “—Certain Covenants—Limitation on Indebtedness”;

(9) Liens arising out of judgments, decrees, orders or awards in respect of which the Company or any Subsidiary shall in good faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or if the period within which such appeal or proceedings may be initiated shall not have expired;

(10) leases, subleases, licenses or sublicenses to third parties;

(11) Liens securing (a) Permitted Indebtedness (other than Indebtedness incurred pursuant to clause (4), (5) or (16)(y) of the definition thereof), (b) Bank Indebtedness, (c) Indebtedness of any Subsidiary that is not a Guarantor, which Indebtedness is permitted to be incurred under the Indenture, or (d) the Notes or any Guarantee thereof;

(12) Liens existing on property or assets of a Person at the time such Person becomes a Subsidiary of the Company (or at the time the Company or a Subsidiary acquires such property or assets); provided,

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however, that such Liens are not created in connection with, or in contemplation of, such other Person becoming such a Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate;

(13) Liens on Capital Stock or other securities of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;

(14) any encumbrance or restriction (including, but not limited to, put and call agreements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(15) Liens (a) arising by operation of law (or by agreement to the same effect) in the ordinary course of business, (b) on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets, (c) on receivables (including related rights), (d) on cash set aside at the time of the incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent that such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose, (e) securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities, (f) in favor of the Company or any Subsidiary (other than Liens on property or assets of the Company in favor of any Subsidiary that is not a Guarantor) or (g) arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(16) Liens securing any refinancing, refunding, extension, renewal or replacement (in whole or in part) of any Indebtedness or other obligation secured by any other Permitted Liens, provided that any such new Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens relate;

(17) Liens securing Acquired Indebtedness created prior to (and not created in connection with, or in contemplation of) the incurrence of such Indebtedness by the Company or any Subsidiary, in each case, which Indebtedness is permitted under the provisions of “—Certain Covenants—Limitation on Indebtedness” so long as any such Lien extends only to the assets that were subject to such Lien securing such Acquired Indebtedness prior to the related acquisition by the Company or any of its Subsidiaries; and

(18) any Lien on any computer or management information systems equipment.

“Permitted Subsidiary Preferred Stock” means, with respect to any Subsidiary, any Preferred Stock of such Subsidiary that (x) is Redeemable Capital Stock or (y) is not Redeemable Capital Stock and no dividends or distributions thereon are paid (to any Person other than the Company or any Subsidiary) other than as permitted by the provisions described under “Certain Covenants—Limitation on Restricted Payments”; provided that, in each case, such Subsidiary would be entitled to incur Permitted Indebtedness in an aggregate principal amount equal to the aggregate involuntary maximum fixed repurchase price of such Preferred Stock.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivisions thereof.

“Preferred Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however designated) of such Person’s preferred stock whether now outstanding, or issued after the date of the Indenture, and including, without limitation, all classes and series of preferred or preference stock.

“Purchase Money Indebtedness” means any Indebtedness incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets, and whether acquired through the

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direct acquisition of such property or assets or the acquisition of the Capital Stock or other equity interests of any Person owning such property or assets, or otherwise.

“Qualified Capital Stock” of any Person means any and all Capital Stock of such Person other than Redeemable Capital Stock.

“Redeemable Capital Stock” means any Capital Stock that, either by its terms or by the terms of any security into which it is convertible or exchangeable or otherwise, is or upon the happening of an event or passage of time (other than following the occurrence of a Change of Control or other similar event described under such terms as a “change of control,” or an Asset Sale) would be, required to be redeemed prior to any Stated Maturity of the principal of the Notes or is redeemable at the option of the holder thereof (other than following the occurrence of a Change of Control or other similar event described under such terms as a “change of control,” or an Asset Sale) at any time prior to any such Stated Maturity, or is convertible into or exchangeable for debt securities at any time prior to any such Stated Maturity at the option of the holder thereof (other than following the occurrence of a Change of Control or other similar event described under such terms as a “change of control,” or an Asset Sale), but excluding Management Stock.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Offering” means any Indebtedness consisting of bonds, debentures, notes or other similar debt securities issued in (x) a public offering or (y) a private placement to institutional investors that is underwritten for resale in accordance with Rule 144A under the Securities Act (or Rule 144A and Regulation S), whether or not it includes registration rights entitling the holders of such debt securities to registration thereof with the Commission for public resale. The term “Securities Offering”, for the avoidance of doubt, shall not be construed to include any Indebtedness issued to institutional investors in a direct placement of such Indebtedness that is not underwritten by an intermediary (it being understood that, without limiting the foregoing, a financing that is distributed to not more than ten Persons (provided that multiple managed accounts and affiliates of any such Persons shall be treated as one Person for the purposes of this definition) shall not be deemed underwritten), or any commercial bank or similar Indebtedness, receivables financing, Capital Lease Obligation or recourse transfer of any financial asset or any other type of Indebtedness incurred in a manner not customarily viewed as a “securities offering”.

“Sponsors” means (x) CD&R and (y) upon, from and after the occurrence of the closing under the BRS Investment Agreement (as determined in good faith by the Company), and effective as of the date of the Indenture, the collective reference to CD&R and BRS.

“Stated Maturity” when used with respect to any Indebtedness or any installment of interest thereon, means the dates specified in such Indebtedness as the fixed date on which the principal of such Indebtedness or such installment of interest is due and payable.

“Subordinated Indebtedness” means (a) Indebtedness of the Company that by its express terms is subordinated in right of payment to the Notes and (b) Indebtedness of a Guarantor that by its express terms is subordinated in right of payment to the Guarantee of such Guarantor.

“Subsidiary” means any Person a majority of the equity ownership or the Voting Stock of which is at the time owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries; provided that an Unrestricted Subsidiary shall not be deemed a Subsidiary for purposes of the Indenture.

“Subsidiary Guarantor” or “Guarantor” means any Subsidiary which has issued a Guarantee.

“Subsidiary Person” of any Person means any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Capital Stock or other equity interests (including

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partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person or (ii) one or more Subsidiaries of such Person.

“Temporary Cash Investments” means

(1) any evidence of Indebtedness, maturing not more than one year after the date of acquisition, issued by the United States of America, or an instrumentality or agency thereof and guaranteed fully as to principal, premium, if any, and interest by the United States of America,

(2) any certificate of deposit or bankers’ acceptance, maturing not more than one year after the date of acquisition, issued by, or time deposit of, a commercial banking institution that is a member of the Federal Reserve System and that has combined capital and surplus and undivided profits of not less than $500,000,000 (or the equivalent thereof); provided that the short-term debt of such commercial bank (other than the short-term debt of a lender under any Credit Facility) has a rating, at the time as of which any investment therein is made, of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P,

(3) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate or Subsidiary of the Company or Holding) organized and existing under the laws of the United States of America with a rating, at the time as of which any investment therein is made, of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P,

(4) any money market deposit accounts issued or offered by a domestic commercial bank having capital and surplus in excess of $500,000,000 or the equivalent thereof; provided that the short-term debt of such commercial bank (other than the short-term debt of a lender under any Credit Facility) has a rating, at the time of investment, of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P, and

(5) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clause (1) above entered into with any financial institution.

“Transaction” means, collectively, (1) the redemption or other acquisition or retirement of the Company’s 9½% Senior Subordinated Notes due 2003, (2) the repayment of outstanding amounts under the Company’s existing Credit Facility, termination of commitments thereunder, and collateralization of letters of credit remaining outstanding (if any), (3) the declaration and payment of a dividend or distribution by the Company to Holding of up to $100.0 million, (4) the entry into a new Credit Facility by one or more of the Company and its Subsidiaries, (5) the performance of the BRS Investment Agreement and the consummation of the investment and other transactions contemplated thereby and (6) all other transactions relating to any of the foregoing.

“U.S. Subsidiary” means any Subsidiary organized under the laws of the United States of America, any state thereof or the District of Columbia.

“Unrestricted Subsidiary” means any subsidiary of the Company that would but for this definition of “Unrestricted Subsidiary” be a Subsidiary, as to which all of the following conditions apply: (a) neither the Company nor any of its other Subsidiaries (other than Unrestricted Subsidiaries) provides credit support for any Indebtedness of such subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness), except to the extent the Company would otherwise be permitted to make a Restricted Payment pursuant to, or an Investment in such subsidiary permitted by, the provisions described under “—Certain Covenants—Limitation on Restricted Payments”; (b) such subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness; (c) neither the Company nor any of its Subsidiaries (other than Unrestricted Subsidiaries) has made an Investment in such subsidiary unless such Investment was permitted by the provisions described under “—Certain Covenants—Limitation on Restricted Payments”; and (d) the Board of Directors, as provided below, shall have designated such subsidiary to be an Unrestricted Subsidiary. Any such designation by the Board of Directors shall be evidenced to the Trustee by

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filing with the Trustee a board resolution giving effect to such designation and an officers’ certificate certifying that such designation complies with the foregoing conditions. The Board of Directors may designate any Unrestricted Subsidiary as a Subsidiary; provided that (i) immediately after giving pro forma effect to such designation, the Company could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the restrictions under “—Certain Covenants—Limitation on Indebtedness”; and (ii) all Indebtedness of such Unrestricted Subsidiary shall be deemed to be incurred on the date such Unrestricted Subsidiary becomes a Subsidiary. Any subsidiary of an Unrestricted Subsidiary shall be an Unrestricted Subsidiary for purposes of the Indenture.

“Unrestricted Subsidiary Indebtedness” of any Unrestricted Subsidiary means Indebtedness of such Unrestricted Subsidiary (a) as to which neither the Company nor any Subsidiary is directly or indirectly liable (by virtue of the Company or any such Subsidiary being the primary obligor on, guarantor of, or otherwise liable in any respect to, such Indebtedness), except to the extent the Company or any Subsidiary is permitted to incur Guaranteed Debt as to an Affiliate pursuant to the provisions under “—Certain Covenants—Limitation on Restricted Payments,” in which case the Company shall be deemed to have made a Restricted Payment or, if applicable, a Permitted Investment or Permitted Payment equal to the principal amount of any such Indebtedness to the extent guaranteed and (b) which, upon the occurrence of a default with respect thereto, does not result in, or permit any holder of any Indebtedness of the Company or any Subsidiary to declare, a default on such Indebtedness of the Company or any Subsidiary or cause the payment thereof to be accelerated or payable prior to its Stated Maturity.

“Voting Stock” means stock or other equity interests of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of a Person (irrespective of whether or not at the time stock or other equity interests of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

“Wholly Owned Subsidiary” means a Subsidiary all the outstanding Capital Stock (other than Directors’ Qualifying Shares, or shares required to be held by other Persons by reason of law) of which is owned by the Company or another Wholly Owned Subsidiary.

Book-Entry; Delivery and Form

The notes will be represented by one or more notes in registered, global form (“Global Notes”) deposited with the trustee as custodian for the Depository Trust Company (“DTC”) and registered in the name of Cede & Co. as nominee of DTC, in each case for credit to the accounts of DTC participants and indirect participants (each described below) including, without limitation, the Euroclear System and [Clearstream Banking]. All interests in a Global Note may be subject to the procedures and requirements of DTC.

Except in the limited circumstances set forth below, notes in certificated form will not be issued.

Depository Procedures

The following description of the operations and procedures of DTC are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them from time to time. We take no responsibility for these operations and procedures and urge investors to contact the system or their participants directly to discuss these matters.

DTC has advised us that DTC is a limited-purpose trust company that was created to hold securities for its participants and to facilitate the clearance and settlement of transactions in such securities between participants through electronic book-entry changes in accounts of its participants. The participants include securities brokers and dealers (including the initial purchasers), banks and trust companies, clearing corporations and certain other

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organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies, which we refer to as “indirect participants”, that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by or on behalf of DTC only through the participants or the indirect participants.

We expect that pursuant to procedures established by DTC (i) upon deposit of the Global Notes, DTC will credit the accounts of participants designated by the initial purchasers with portions of the principal amount of the Global Notes and (ii) ownership of the Notes evidenced by the Global Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of the participants), the participants and the indirect participants.

The laws of some states may require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants and certain banks, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons or entities that do not participate in the DTC systems, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interest in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “holders” thereof under the Indenture for any purpose.

Payments in respect of the principal, premium, if any, interest and Additional Interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indenture. Except as otherwise specified in the Indenture, we and the trustee will treat the persons in whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, neither the trustee nor any agent of us or the trustee has or will have any responsibility or liability for (1) any aspect of DTC’s records or any participant’s or indirect participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes, or for maintaining, supervising or reviewing any of DTC’s records or any participant’s or indirect participant’s records relating to the beneficial ownership interests in the Global Notes or (2) any other matter relating to the actions and practices of DTC or any of its participants or indirect participants. DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant participants with the payment on the payment date, in amounts proportionate to their respective holdings in the principal amount of beneficial interest in the relevant security as shown on the records of DTC unless DTC has reason to believe it will not receive payment on such payment date. Payments by the participants and the indirect participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Interests in the Global Notes are expected to be eligible to trade in DTC’s Same-Day Funds Settlement System and secondary market trading activity in such interests will, therefore, settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. See “—Same-Day Settlement and Payment”.

Subject to the transfer restrictions set forth under “Transfer Restrictions”, transfers between participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same day funds.

DTC has advised us that it will take an action permitted to be taken by a holder of Notes only at the direction of one or more participants to whose account DTC has credited the interests in the Global Notes and

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only in respect of such portion of the aggregate principal amount of the Notes as to which such participant or participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such Notes to its participants.

Although DTC, Euroclear and Clearstream Banking have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream Banking, they are under no obligations to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee nor any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream Banking or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Certificated Securities

Under certain limited conditions, a person having a beneficial interest in a Global Note may receive notes in the form of certificated securities in exchange for such beneficial interests. Upon any such issuance, the trustee is required to register such certificated securities in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). All such certificated Notes would be subject to the legend requirements described herein under “Notice to Investors”. If:

(a) we notify the trustee in writing that DTC is no longer willing or able to act as a depositary and we are unable to locate a qualified successor within 90 days, or

(b) we, at our option, notify the trustee in writing that we elect to cause the issuance of Notes in the form of certificated securities under the Indenture, then, upon surrender by the global notes holder of its global notes, notes in such form will be issued to each person that the global notes holder and DTC identify as being the beneficial owner of the related Notes.

Neither we nor the trustee will be liable for any delay by the global notes holder or DTC in identifying the beneficial owners of notes and we and the trustee may conclusively rely on, and will be protected in relying on, instructions from the global notes holder or DTC for all purposes.

Same-Day Settlement and Payment

The Indenture will require that payments in respect of the notes represented by the global notes (including principal, premium, if any, interest and Additional Interest, if any) be made by wire transfer of immediately available funds to the accounts specified by the global notes holder. With respect to certificated securities, we will make all payments of principal, premium, if any, Additional Interest, if any, and interest by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is so specified, by mailing a check to each such holder’s registered address.

Registration Rights; Exchange Offer

The following summary of certain provisions of the registration rights agreement does not contain all of the information that may be important to an investor in the notes. It is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement. A copy of the registration rights agreement is available as set forth under the heading “Where You Can Find More Information”.

Pursuant to the registration rights agreement, Remington has agreed to use its reasonable best efforts to file a registration statement for this exchange offer and to use our reasonable best efforts to cause it to become effective. The registration statement of which this prospectus is a part constitutes the registration statement to be filed pursuant to the registration rights agreement.

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In the event that applicable interpretations of the staff of the SEC do not permit us to effect the Registered Exchange Offer, or if for any other reason we do not consummate the Registered Exchange Offer within 180 days of the Issue Date, or if, under certain circumstances, the initial purchasers shall notify us following consummation of the Registered Exchange Offer that old notes held by any of them are not eligible to be exchanged for new notes in the Registered Exchange Offer, or if any holder (other than an initial purchaser) of Notes shall notify us that such holder is prohibited by law or SEC policy from participating in the Registered Exchange Offer or such holder may not resell the new notes acquired by it in the Registered Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not available for such resales by such holder, other than, in either such case, due solely to the status of such holder as an affiliate of ours or due to such holder’s inability to make the representations referred to above, then, in each case, we and the guarantors will, at our cost, use our reasonable best effects to,

(1) as promptly as reasonably practicable, file a shelf registration statement (the “Shelf Registration Statement”) with the SEC covering resales of the old notes or the new notes, as the case may be;

(2) cause the Shelf Registration Statement to be declared effective under the Securities Act; and

(3) keep the Shelf Registration Statement continuously effective for a period of two years from the Closing Date or such shorter period that will terminate when all the securities covered by the Shelf Registration Statement (i) have been soon pursuant thereto or (ii) are no longer restricted securities as defined in Rule 144 under the Securities Act or any successor rule thereof.

We will, in the event a Shelf Registration Statement is filed, among other things, provide to each holder for whom such Shelf Registration Statement was filed, copies of the prospectus which is a part of the Shelf Registration Statement and each amendment thereof and each supplement, notify each holder who propose to sell securities pursuant to the Registration Statement and any participating broker-dealer from whom the Company has received prior written notice that it will be participating, when the Shelf Registration Statement has become effective and take certain other actions as are required to permit unrestricted resales of the old notes or the new notes, as the case may be. A holder selling such old notes or new notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement which are applicable to such holder (including certain indemnification obligations). In addition, each such holder will be required, among other things, to deliver information to be used in connection with the Shelf Registration Statement within certain time periods in order to benefit from the provisions regarding Additional Interest set forth below.

We will pay Additional Interest on the applicable old notes and new notes, subject to certain exceptions,

(1) if the Company fails to file an Exchange Offer Registration Statement with the SEC on or prior to the 90th day after the Closing Date,

(2) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 150th day after the Closing Date,

(3) if the Exchange Offer is not consummated on or before the 180th day after the Closing Date,

(4) if any Shelf Registration Statement is required to be filed, and after the Shelf Registration Statement is declared effective and during the period the Company is required to use its reasonable best efforts to keep the Shelf Registration Statement effective, such Shelf Registration Statement ceases to be effective and such Shelf Registration Statement is not replaced within 30 days by an additional Shelf Registration Statement that is filed and declared effective,

(5) if obligated to file the Shelf Registration Statement, the Company fails to file the Shelf Registration Statement with the SEC on or prior to the 60th day after such filing obligation arises, or

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(6) if obligated to file the Shelf Registration Statement, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 120th day after the obligation to file the Shelf Registration Statement arises;

(each such event referred to in clauses (1) through (6) above, a “Registration Default”). Following the cure of all Registration Defaults, the accrual of such Additional Interest will cease. Without limiting the foregoing, Additional Interest with respect to failure to file, cause to become effective or maintain the effectiveness of a Shelf Registration Statement shall cease to accrue upon the consummation of the Registered Exchange offer in the case of a Shelf Registration Statement required to be filed due to a failure to consummate the Registered Exchange Offer within the required time period.

The rate of Additional Interest will be at the rate of 0.25% per annum for the first 90-day period immediately following the occurrence of such Registration Default (and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period), until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 0.50% per annum. The Additional Interest may not accrue under more than one of the foregoing clauses (1) through (6) at any time. We will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the old notes and the new notes.

All references in the Indenture, in any context, to any payment of principal, purchase price in connection with a purchase of Notes, and interest or any other amount payable on or with respect to any of the notes shall be deemed to include payment of any Additional Interest pursuant to the Registration Rights Agreement.

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CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS

United States Federal Tax Considerations

The following is a summary of the principal United States federal income tax consequences of the acquisition, ownership and disposition of the new notes to the beneficial owners, and the principal U.S. estate tax consequences of the ownership of the notes to the beneficial owners who are non-U.S. holders (as defined below).

This summary is based on provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed U.S. Treasury regulations promulgated thereunder (the “Treasury Regulations”) and administrative and judicial interpretations thereof, all as of the date hereof and all of which are subject to change, possibly on a retroactive basis.

This summary addresses tax consequences only for holders that exchange old notes for new notes and who hold the notes as capital assets. This summary is for general information only, and does not address all of the tax consequences that may be relevant to particular holders in light of their personal circumstances or to certain types of holders (such as banks and other financial institutions, real estate investment trusts, regulated investment companies, insurance companies, tax-exempt organizations, dealers in securities, persons who hold the notes as part of a hedge or a straddle with other investments). In addition, this summary does not include any description of the tax laws of any state, local or non-U.S. government that may be applicable to a particular holder.

Holders of notes are urged to consult their own tax advisors with respect to the particular U.S. federal income and estate tax consequences to them of the exchange, ownership and disposition of the notes, as well as the tax consequences under state, local, non-U.S. and other U.S. federal tax laws and the possible effects of changes in tax laws.

Exchange Offer

The exchange of any old note for a new note will not constitute a taxable exchange of the old note. As a result, the new notes will have the same issue price as the old notes, and each holder will have the same adjusted tax basis and holding period in the new notes as it had in the old notes immediately before the exchange.

Taxation of U.S. Holders

As used in this prospectus, the term “U.S. holder” means a holder of a note that is, for U.S. federal income tax purposes,

(a) a citizen or resident of the United States,

(b) a corporation or partnership created or organized in the United States or under the laws of the United States or any state of the United States,

(c) an estate whose income is includable in gross income for U.S. federal income tax purposes regardless of its source, or

(d) a trust if

(1) a court within the United States is able to exercise primary supervision over the administration of the trust and

(2) at least one U.S. person has authority to control all substantial decisions of the trust.

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Payment of Interest on the Notes Other than Payments upon Registration Default.    In general, interest paid on a note (other than payments upon a registration default discussed below) will be taxable to a U.S. holder as ordinary interest income, as received or accrued, in accordance with such holder’s method of accounting for federal income tax purposes.

Payments upon Registration Default.    Because the notes provide for the payment of additional interest under the circumstances described above under “Description of Notes—Registration Rights; Exchange Offer”, the notes could be subject to certain Treasury Regulations relating to debt instruments that provide for one or more contingent payments (the “Contingent Payment Regulations”). Under the Contingent Payment Regulations, however, a payment is not a contingent payment merely because of a contingency that, as of the issue date, is either “remote” or “incidental”. Remington intends to take the position that, for purposes of the Contingent Payment Regulations, the payment of such additional interest is a remote or incidental contingency as of the issue date.

If the IRS were to take the position that, as of the date of issuance, the payment of such additional interests were not “remote” or “incidental” contingency for purposes of the Contingent Payment Regulations, or if payments of additional interest are actually made and such payments are not “insignificant” under the Contingent Payment Regulations, then (1) all payments (including any projected payments of such additional interest) on a note in excess of its issue price would effectively be treated as original issue discount, and (2) in each taxable year, a holder would be required to include an allocable portion of such amounts in gross income on a constant yield basis whether or not the payment of such additional interest were fixed or determinable in the taxable year.

Remington’s position for purposes of the Contingent Payment Regulations that the payment of such additional interest is a remote contingency as of the issue date is binding on each holder for U.S. federal income tax purposes, unless such holder discloses in the proper manner to the IRS that it is taking a different position.

Holders should consult their tax advisors as to the tax considerations relating to debt instruments providing for payments such as the additional interest payable upon a registration default, particularly in connection with the possible application of the Contingent Payment Regulations.

Sale, Exchange or Retirement of the Notes.    Upon the sale, exchange, redemption, retirement at maturity or other disposition of a note, a U.S. holder will generally recognize taxable gain or loss equal to the difference between the sum of the cash and the fair market value of all other property received on such disposition (except to the extent such cash or property is attributable to accrued interest, which will be taxable as ordinary income) and such holder’s adjusted tax basis is in the note.

Gain or loss recognized on the disposition of a note generally will be capital gain or loss, and will be long-term capital gain or loss if, at the time of such disposition, the holder’s holding period for the note is more than one year. A reduced tax rate on capital gain will apply to an individual U.S. holder if such holder’s holding period for the note is more than one year at the time of disposition.

Market Discount.    A U.S. holder (other than a holder who makes the election described below) that acquired a note with market discount that is not de minimis, except in certain non-recognition transactions, generally will be required to treat any gain realized upon the disposition of the note as interest income to the extent of the market discount that accrued during the period such holder held such note. For this purpose, a person disposing of a market discount note in a transaction other than a sale, exchange or involuntary conversion generally is treated as realizing an amount equal to the fair market value of the note. A holder may also be required to recognize as ordinary income any principal payments with respect to a note to the extent such payments do not exceed the accrued market discount on the note. For these purposes, market discount generally equals the excess of the stated redemption price of the note over the tax basis of the note in the hands of the

111

holder immediately after its acquisition. However, market discount is deemed not to exist if the market discount is less than a de minimis amount equal to 0.25% of the note’s redemption price at maturity multiplied by the number of complete years to the note’s maturity after the holder acquired the note (or, in the case of a holder that acquires a new note pursuant to the exchange offer, the old note exchanged for such new note).

The market discount rules also provide that any holder of notes that were acquired at a market discount may be required to defer the deduction of a portion of the interest on any indebtedness incurred or maintained to acquire or carry the notes, until the notes are disposed of.

A holder of a note acquired at a market discount may elect to include market discount in income as the discount accrues. In such a case, the foregoing rules with respect to the recognition of ordinary income on dispositions and with respect to the deferral of interest deductions on indebtedness related to such note would not apply. The current inclusion election applies to all market discount obligations acquired on or after the first day of the first taxable year to which the election applies, and may not be revoked without the consent of the IRS.

Amortizable Bond Premium.    Generally, if the tax basis of an obligation held as a capital asset exceeds the amount payable at maturity of the obligation, such excess may constitute amortizable bond premium that the holder of such obligation may elect to amortize under the constant interest rate method and deduct over the period from the holder’s acquisition date to the obligation’s maturity date. A holder that elects to amortize bond premium must reduce its tax basis in the related obligation by the amount of the aggregate deductions allowable for the amortizable bond premium. Any election to amortize bond premium applies to all bonds (other than bonds the interest on which is excludible from gross income) held by the holder at the election of the first taxable year to which the election applies or thereafter acquired by the holder. The election may not be revoked without the consent of the IRS.

In the case of an obligation, such as a note, that may be called at a premium prior to maturity, an earlier call date is treated as its maturity date, and the amount of bond premium is determined by treating the amount payable on such call date as the amount payable at maturity if such a calculation produces a smaller amortizable bond premium than any other call date or the method described in the preceding paragraph. For purposes of amortizing bond premium, if a holder of a note is required to amortize and deduct bond premium by reference to a call date, the note will be treated as maturing on such date for the amount payable, and, if not redeemed on such date, the note will be treated as reissued on such date for the amount so payable. If a note purchased at a premium is redeemed pursuant to a call prior to such early call date or its maturity, a purchaser who has elected to deduct bond premium may deduct the excess of its adjusted tax basis in the note over the amount received on redemption (or, if greater, the amount payable on maturity) as an ordinary loss in the taxable year of redemption.

The amortizable bond premium deduction is treated as a reduction of interest on the bond instead of as a deduction. The offset of amortizable bond premium against interest income on the bond occurs when income is taxable to a holder as received or accrued, in accordance with such holder’s method of accounting for such income.

Backup Withholding and Information Reporting.    Remington will report to each U.S. holder and the IRS amounts paid on or with respect to the notes during each calendar year and the amount of tax, if any, withheld from such payments.

Certain non-corporate U.S. holders of the notes (including all individuals) may be subject to backup withholding. In general, backup withholding will apply to a non-corporate U.S. holder if the U.S. holder:

• fails to furnish its Taxpayer Identification Number, or TIN (which for an individual is the holder’s Social Security number);

• furnishes an incorrect TIN;

112

• is notified by the IRS that it has failed to properly report payments of interest and dividends; or

• under certain circumstances, fails to certify, under penalties of perjury, that it has furnished a correct TIN and has not been notified by the IRS that it is subject to backup withholding due to underreporting of interest or dividends, or otherwise fails to comply with applicable requirements of the backup withholding rules.

Backup withholding will not apply if the non-corporate U.S. holder provides a properly completed IRS Form W-9 to Remington or Remington’s paying agent.

The amount of any backup withholding from a payment to a U.S. holder will be allowed as a credit against such U.S. holder’s U.S. federal income tax liability and may entitle such U.S. holder to a refund.

Taxation of Non-U.S. Holders

The following is a general discussion of the U.S. federal income and estate tax considerations relating to the ownership and disposition of the notes by a holder that is not a U.S. holder (a “non-U.S. holder”). For purposes of the following discussion, interest and gain on the sale, exchange or other disposition of the notes will be considered “U.S. trade or business income” if such income or gain (a) is effectively connected with the conduct of a trade or business in the United States, and (b) in the case of a resident of a country having the benefit of one of certain income tax treaties or agreements between non-U.S. jurisdictions and the United States, is attributable to a permanent establishment in the United States, in each case of a particular non-U.S. holder.

Payment of Interest on Notes.    A non-U.S. holder will not be subject to U.S. federal income or withholding tax in respect of interest income on the notes if the interest qualifies for the so-called “portfolio interest exemption”. This will be the case if each of the following requirements is satisfied:

• The interest is not U.S. trade or business income.

• The non-U.S. holder provides to Remington or Remington’s paying agent the appropriate certification.

• The non-U.S. holder does not actually or constructively own 10% or more of Remington’s voting stock.

• The non-U.S. holder is not a controlled foreign corporation, within the meaning of the Code, that is actually or constructively related to Remington.

• The non-U.S. holder is not a bank receiving interest described in Section 881(c)(3)(A) of the Code.

The certification requirement can be satisfied in one of the following ways:

• If the non-U.S. holder provides to Remington or Remington’s paying agent a statement on IRS Form W-8BEN (or suitable substitute or successor form), together with all appropriate attachments, signed under penalties of perjury, identifying the non-U.S. holder and stating, among other things, that the non-U.S. holder is not a U.S. person.

• If a note is held through a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business, (a) the non-U.S. holder provides such a form to the organization, bank or other institution and (b) the organization, bank or other institution, under penalties of perjury, certifies to Remington that it has received such statement from the beneficial owner or another intermediary and furnishes Remington or Remington’s paying agent with a copy.

Alternative documentation procedures may also be available for satisfying the certification requirement described above. For instance, under one such alternative, a withholding agent would be allowed to rely on an IRS Form W-8IMY (or suitable substitute or successor form), furnished by a financial institution or other intermediary on behalf of one or more beneficial owners or other intermediaries, without having to obtain from

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the beneficial owner the certificate described in the preceding paragraph, provided that the financial institution or intermediary has entered into a withholding agreement with the IRS and thus is a qualified intermediary. Under another alternative, an authorized non-U.S. agent of a U.S. withholding agent would be permitted to act on behalf of the U.S. withholding agent, provided specified conditions are met. With respect to the certification requirement for notes that are held by a non-U.S. partnership, the final regulations provide that unless the partnership has entered into a withholding agreement with the IRS, the partnership will be required, in addition to providing an intermediary Form W-8IMY, to attach an appropriate certification by each partner. Prospective holders, including non-U.S. partnerships and their partners, should consult their tax advisors regarding possible additional reporting requirements.

If the portfolio interest exemption is not satisfied with respect to a non-U.S. holder, a 30% withholding tax will apply to interest income on the notes paid to such non-U.S. holder, unless one of the following two exceptions is satisfied: The first exception is that an applicable income tax treaty or agreement reduces or eliminates such tax, and a non-U.S. holder claiming the benefit of such treaty or agreement provides to Remington or Remington’s paying agent a properly executed IRS Form W-8BEN (or suitable substitute or successor form). The second exception is that the interest is U.S. trade or business income and the non-U.S. holder provides an appropriate statement to that effect on an IRS Form W-8ECI (or suitable substitute or successor form). In the latter case, such non-U.S. holder generally will be subject to U.S. federal income tax with respect to all income from the notes in the same manner as U.S. holders, as described above. Additionally, in such event, non-U.S. holders that are corporations could be subject to a branch profits tax on such income at a rate of 30% (or at a reduced rate under an applicable income tax treaty or agreement).

Sale, Exchange or Retirement of the Notes.    A non-U.S. holder generally will not be subject to U.S. federal income tax (or withholding of U.S. federal withholding tax) in respect of gain realized upon the sale, exchange (other than an exchange pursuant to the exchange offer), redemption, retirement at maturity or other disposition of notes, unless (a) the gain is U.S. trade or business income or (b) the holder is an individual who is present in the United States for a period or periods aggregating 183 or more days in the taxable year of the disposition and certain other conditions are met.

Estate Tax.    Subject to applicable estate tax treaty regulations, notes held at the time of death (or theretofore transferred subject to certain retained rights or powers) by an individual who at the time of death is a non-U.S. holder will not be included in such holder’s gross estate for U.S. federal estate tax purposes, provided that (a) the individual does not actually or constructively own 10% of more of the total combined voting power of all classes of stock of Remington entitled to vote and (b) the income on the notes is not effectively connected with the conduct of a U.S. trade or business by the individual.

Recently enacted U.S. federal tax legislation provides for reductions in U.S. federal estate tax through 2009 and the elimination of such estate tax entirely in 2010. Under the legislation, such estate tax would be fully reinstated, as in effect prior to the reductions, in 2011.

Backup Withholding and Information Reporting.    Remington will report to each non-U.S. holder and the IRS amounts paid on or with respect to the notes during each calendar year and the amount of tax, if any, withheld from such payments. Copies of the information returns reporting such interest and withholding also may be made available to the tax authorities in the country in which a non-U.S. holder is a resident under the provisions of an applicable income tax treaty or agreement.

Certain non-U.S. holders of notes may be subject to backup withholding as described above under “—Taxation of U.S. Holders—Backup Withholding and Information Reporting”.

Treasury regulations provide that backup withholding and information reporting will not apply to payments on the notes by Remington to a non-U.S. holder if the non-U.S. holder certifies as to its status as a non-U.S. holder under penalties of perjury or otherwise establishes an exemption, provided that neither Remington nor

114

Remington’s paying agent has actual knowledge that the holder is a U.S. person or that any other conditions of the exemption are not, in fact, satisfied.

Additional backup withholding and information reporting requirements with respect to the payment of the proceeds from the disposition of a note by a non-U.S. holder are as follows:

• If the proceeds are paid to or through the U.S. office of a broker, they generally will be subject to backup withholding and information reporting. However, no such reporting and withholding is required if (a) the holder either certifies as to its status as a non-U.S. holder under penalties of perjury on an IRS Form W-8BEN (or a suitable substitute or successor form) or otherwise establishes an exemption; and (b) the broker does not have actual knowledge that the holder is a U.S. person or that any other conditions of the exemption are not, in fact, satisfied.

• If the proceeds are paid to or through a non-U.S. office of a broker that is not a U.S. person or a “U.S. related person,” as defined below, they will not be subject to backup withholding or information reporting.

• If the proceeds are paid to or through a non-U.S. office of a broker that is either a U.S. person or a U.S. related person, they generally will be subject to information reporting. However, no such reporting is required if (a) the holder certifies as to its status as a non-U.S. holder under penalties of perjury or the broker has certain documentary evidence in its files as to the non-U.S. holder’s foreign status, and (b) the broker has no actual knowledge to the contrary. Backup withholding will generally not apply to payments of the proceeds made through a non-U.S. office of a U.S. person or a U.S. related person.

For purposes of these provisions a “U.S. related person” is:

• a controlled foreign corporation, within the meaning of the Code;

• a non-U.S. person 50% or more of whose gross income from all sources for the three-year period ending with the close of its taxable year preceding the payment, or, if shorter, for such part of the period that it has been in existence, is U.S. trade or business income; or

• a non-U.S. partnership if at any time during its taxable year one or more of its partners are U.S. persons who, in the aggregate, hold more than 50% of the income or capital interests of the partnership or if, at any time during its taxable year, the partnership is engaged in the conduct of a U.S. trade or business.

Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder will be allowed as a refund or a credit against such non-U.S. holder’s U.S. federal income tax liability, provided that the required procedures are followed.

115

PLAN OF DISTRIBUTION

Each broker-dealer that receives new notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. Remington has agreed that, for a period of 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [                ], 2003, all dealers effecting transactions in the new notes may be required to deliver a prospectus.

Remington will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 90 days after the Expiration Date the Company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. Remington has agreed to pay all expenses incident to the Exchange Offer other than commissions or concessions of any brokers or dealers and will indemnify certain Holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

Based on interpretations by the Staff of the Commission as set forth in no-action letters issued to third parties (including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), K-III Communications Corporation (available May 14, 1993) and Shearman & Sterling (available July 2, 1993)), we believe that the new notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred any holder of such new notes, other than any such holder that is a broker-dealer or an “affiliate” of us within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

• such new notes are acquired in the ordinary course of business,

• at the time of the commencement of the exchange offer such holder has no arrangement or understanding with any person to participate in a distribution of such new notes, and

• such holder is not engaged in, and does not intend to engage in, a distribution of such new notes.

We have not sought, and do not intend to seek, a no-action letter from the Commission with respect to the effects of the exchange offer, and there can be no assurance that the Staff would make a similar determination with respect to the new notes as it has in such no-action letters.

116

LEGAL MATTERS

The validity of the new notes offered hereby and the guarantees will be passed upon for us by Debevoise & Plimpton, New York, New York. Franci J. Blassberg, Esq., a member of Debevoise & Plimpton, is married to Joseph L. Rice, III, who is a principal of CD&R.

INDEPENDENT ACCOUNTANTS

The consolidated financial statements of Remington Arms Company, Inc. as of December 31, 2002, 2001 and 2000 and for each of the three years in the period ended December 31, 2002 included in this prospectus have been audited by PricewaterhouseCoopers LLP, independent accountants, as stated in their report appearing or incorporated by reference herein.

117

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Audited Consolidated Financial Statements
Report of Independent Accountants	F-2
Consolidated Balance Sheets as of December 31, 2002 and December 31, 2001	F-3
Consolidated Statements of Operations for the years ended December 31, 2002, December 31, 2001 and December 31, 2000	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2002, December 31, 2001 and December 31, 2000	F-5
Consolidated Statements of Shareholder’s Equity and Comprehensive Income for the years ended December 31, 2002, December 31, 2001 and December 31, 2000	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Board of Directors of

Remington Arms Company, Inc. and Subsidiaries

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of shareholder’s equity and of cash flows present fairly, in all material respects, the financial position of Remington Arms Company, Inc. and Subsidiaries (“the Company”) at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 8 to the consolidated financial statements, the Company changed its accounting policy for goodwill amortization in 2002.

/S/    PRICEWATERHOUSECOOPERS LLP        

Greensboro, North Carolina

March 3, 2003

F-2

Remington Arms Company, Inc.

Consolidated Balance Sheets

(Dollars in Millions, Except Share Data)

	December 31, 2002			December 31, 2001
ASSETS
Current Assets
Cash and Cash Equivalents	$	0.4		$	13.4
Accounts Receivable Trade—net of allowances of $2.1 and $5.1, in 2002 and 2001, respectively		58.6			45.5
Inventories		90.4			84.0
Supplies		6.3			6.0
Prepaid Expenses and Other Current Assets		2.4			2.0
Deferred Income Taxes		11.7			11.8
Total Current Assets		169.8			162.7
Property, Plant and Equipment—net		79.2			81.0
Intangibles and Debt Issuance Costs—net		78.2			79.9
Deferred Income Taxes		—			1.0
Receivable from Holding		—			0.1
Other Noncurrent Assets		7.4			7.4
Total Assets	$	334.6		$	332.1
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Accounts Payable	$	19.9		$	21.2
Book Overdraft		10.8			7.8
Current Portion of Long-Term Debt		1.0			1.1
Current Portion of Product Liability		2.2			2.2
Income Taxes		2.2			1.9
Other Accrued Liabilities		38.1			32.0
Total Current Liabilities		74.2			66.2
Long-Term Debt, net of Current Portion		99.1			113.2
Retiree Benefits		43.1			32.8
Product Liability, net of Current Portion		4.2			8.3
Payable to Holding		1.0			7.8
Deferred Tax Liability		0.5			—
Other Long-Term Liabilities		0.3			0.2
Total Liabilities		222.4			228.5
Commitments and Contingencies
Shareholder’s Equity
Class A Common Stock, par value $.01; 1,000 shares authorized and outstanding at December 31, 2002 and December 31, 2001		—			—
Paid in Capital		82.6			75.0
Accumulated Other Comprehensive Loss		(4.1	)		(0.2	)
Retained Earnings		33.7			28.8
Total Shareholder’s Equity		112.2			103.6
Total Liabilities and Shareholder’s Equity	$	334.6		$	332.1

The accompanying notes are an integral part of these consolidated financial statements

F-3

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(dollars in millions)

	Year Ended December 31,
	2002			2001		2000
Sales	$	403.0		$	383.1	$	388.7
Cost of Goods Sold		280.6			273.3		255.9
Gross Profit		122.4			109.8		132.8
Selling, General and Administrative Expenses		65.9			63.3		68.3
Research & Development Expenses		6.1			5.9		6.4
Other Expenses, net		2.8			3.1		10.1
Operating Profit		47.6			37.5		48.0
Interest Expense		12.3			15.3		15.6
Net Income before effect of Change in Accounting Principle		35.3			22.2		32.4
Provision for Income Taxes		13.9			8.5		12.5
Net Income before effect of Change in Accounting Principle		21.4			13.7		19.9
Loss from cumulative effect of change in Accounting Principle, net of $1.0 tax benefit		(1.4	)		—		—
Net Income	$	20.0		$	13.7	$	19.9

The accompanying notes are an integral part of these consolidated financial statements

F-4

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in millions)

	Year Ended December 31,
	2002			2001			2000
Operating Activities
Net Income	$	20.0		$	13.7		$	19.9
Adjustments to reconcile Net Income to Net Cash provided by Operating Activities:
Cumulative effect of Accounting Change, net of tax		1.4			—			—
Depreciation		10.0			14.5			14.0
Amortization		1.9			4.1			4.4
Loss on disposal of Property, Plant and Equipment		0.2			0.4			0.5
Provision for Retiree Benefits		1.8			(3.0	)		4.5
Deferred Income Taxes		1.6			0.5			0.1
Changes in Operating Assets and Liabilities:
Accounts Receivable Trade—Net		(13.1	)		4.7			4.7
Inventories		(6.4	)		15.6			(28.8	)
Supplies		(0.3	)		0.1			(1.5	)
Prepaid Expenses and Other Current Assets		(0.4	)		5.5			0.1
Other Noncurrent Assets		(2.6	)		(0.4	)		—
Accounts Payable		(1.3	)		(3.3	)		1.2
Product and Environmental Liabilities		(4.1	)		(1.0	)		(1.0	)
Income Taxes Payable		0.4			1.6			(0.1	)
Other Accrued and Long-Term Liabilities		12.6			(2.1	)		4.3
Net Cash provided by Operating Activities		21.7			50.9			22.3
Investing Activities
Purchase of Property, Plant and Equipment		(7.5	)		(4.2	)		(17.4	)
Net Cash used in Investing Activities		(7.5	)		(4.2	)		(17.4	)
Financing Activities
Proceeds from Revolving Credit Facility		183.6			168.2			380.4
Principal Payments on Revolving Credit Facility		(197.6	)		(207.7	)		(315.9	)
Cash Dividends Paid		(15.1	)		—			(55.3	)
Book Overdraft		3.0			6.6			(5.2	)
Principal Payments on Long-Term Debt		(1.1	)		(1.4	)		(29.2	)
Repurchase of Senior Subordinated Notes		—			—			—
Proceeds from Short-Term Debt		4.9			—			1.9
Principal Payments on Short-Term Debt		(4.9	)		(1.4	)		(1.5	)
Debt Issuance Costs		—			(0.2	)		(3.7	)
Net Cash used in Financing Activities		(27.2	)		(35.9	)		(28.5	)
Increase (Decrease) in Cash and Cash Equivalents		(13.0	)		10.8			(23.6	)
Cash and Cash Equivalents at beginning of period		13.4			2.6			26.2
Cash and Cash Equivalents at end of period	$	0.4		$	13.4		$	2.6
Supplemental Cash Flow Information:
Cash Paid During the Year for:
Interest	$	11.6		$	14.1		$	13.2
Income Taxes	$	8.5		$	7.4		$	13.7
Noncash Activities:
Capital Lease Obligations Incurred	$	0.9		$	1.9		$	0.8
Conversion of Parent Company Note to equity	$	7.6			—			—

The accompanying notes are an integral part of these consolidated financial statements

F-5

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDER’S EQUITY AND COMPREHENSIVE INCOME

(dollars in millions)

	Paid-in Capital		Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholder’s Equity
Balances, December 31, 1999	$	75.0	$	(0.4	)	$	50.5		$	125.1
Comprehensive Income:
Net Income		—		—			19.9			19.9
Other comprehensive income:
Minimum Pension Liability Adjustment, net of tax		—		0.4			—			0.4
Total Comprehensive Income		—		0.4			19.9			20.3
Cash Dividends Paid		—		—			(55.3	)		(55.3	)
Balances, December 31, 2000	$	75.0	$	—		$	15.1		$	90.1
Comprehensive Income:
Net Income		—		—			13.7			13.7
Other comprehensive income:
Cumulative effect adjustment of SFAS 133 adoption, net of tax effect of $0.1		—		(0.2	)		—			(0.2	)
Net derivative losses, net of tax		—		(0.3	)		—			(0.3	)
Net derivative losses, reclassified to earnings		—		0.3			—			0.3
Total Comprehensive Income (Loss)		—		(0.2	)		13.7			13.5
Balances, December 31, 2001	$	75.0	$	(0.2	)	$	28.8		$	103.6
Comprehensive Net Income (Loss):
Net Income		—		—			20.0			20.0
Other comprehensive income:
Minimum Pension Liability Adjustment, net of tax		—		(3.8	)		—			(3.8	)
Net derivative losses, net of tax		—		(0.3	)		—			(0.3	)
Net derivative losses, reclassified to earnings		—		0.2			—			0.2
Total Comprehensive Income (Loss)		—		(3.9	)		20.0			16.1
Cash Dividends Paid		—		—			(15.1	)		(15.1	)
Contribution from Parent		7.6		—			—			7.6
Balances, December 31, 2002	$	82.6	$	(4.1	)	$	33.7		$	112.2

The accompanying notes are an integral part of these consolidated financial statements

F-6

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data)

Note 1—Basis of Presentation

The accompanying consolidated financial statements of Remington Arms Company, Inc. (“Remington”) include the accounts of its wholly owned subsidiaries, Remington International, Ltd., RBC Holding, Inc., RA Brands, L.L.C. and RA Factors, Inc. (together with Remington, the “Company”). The accounts of the Company’s parent, RACI Holding, Inc. (“Holding”), which owns 100% of the issued and outstanding common stock of Remington, are not presented herein. Transactions between the Company and Holding and the related intercompany balances are reflected in the financial statements. In December 2002, Remington International, Ltd. was dissolved.

Certain reclassifications were made to the prior year’s financial information to conform with the current presentation format. The reclassifications did not have a significant impact on the previously reported financial condition, or results of operations.

Note 2—Description of the Business

The Company is engaged in the design, manufacture and sale of sporting goods products for the hunting/shooting sports and related markets. The Company’s product lines consist of firearms, ammunition, and hunting/gun care accessories, sold under the Remington name and other labels, fishing products sold under the Stren and Remington names and other labels and clay targets.

Note 3—Summary of Significant Accounting Policies

Cash and Cash Equivalents:

Cash and cash equivalents include demand deposits with banks and highly liquid investments with remaining maturities, when purchased, of three months or less.

Inventories:

Inventories are stated at the lower of cost or market. The cost of inventories is determined by the first-in, first-out (“FIFO”) method.

Supplies:

The cost of supplies is determined by the average cost method adjusted to the lower of cost and market.

Service and Warranty:

The Company supports service and repair facilities for all of its firearm products in order to meet the service needs of its distributors, customers and consumers nationwide. The Company provides consumer warranties against manufacturing defects in all firearm products it sells in North America. Estimated future warranty costs are accrued at the time of sale. Product modifications or corrections are voluntary steps taken by the Company to assure proper usage or performance of a product by consumers. The cost associated with product modifications and or corrections is recognized in accordance with Statement of Financial Accounting Standard No. 5, Accounting for Contingencies, and charged to operations.

F-7

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

Property, Plant and Equipment:

Property, plant and equipment are stated at cost. Depreciation is determined on a straight-line basis over the estimated lives of the assets. The estimated useful lives are principally 20 to 40 years for buildings and improvements, and 5 to 15 years for machinery and equipment. Management assesses property, plant and equipment for impairment whenever facts and circumstances indicate that the carrying amount may not be fully recoverable. To analyze recoverability, management projects undiscounted future cash flows over the remaining life of the asset. If these projected cash flows are less than the carrying amount of the asset, an impairment loss is recognized, resulting in a write down of property, plant and equipment with a corresponding charge to income. Any impairment loss is measured based upon the difference between the carrying amount of the asset and the present value of future cash flows. The Company uses a discount rate equal to its average cost of funds to discount the expected future cash flows.

Maintenance and repairs are charged to operations; replacements and betterments are capitalized. Computer hardware and software costs under capital leases are amortized over the term of the lease. The cost and related accumulated depreciation applicable to assets sold or retired are removed from the accounts and the gain or loss on disposition is recognized in income.

Interest is capitalized in connection with the construction of major facilities. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s useful life. Approximately $0.1 million of interest was capitalized in both 2002 and 2001 and $0.5 million of interest was capitalized in 2000.

Intangibles and Debt Issuance Costs:

Prior to January 1, 2002, intangibles, consisting primarily of goodwill, trade names and trademarks were amortized on a straight-line basis over their estimated useful lives of 40 years. Management assesses goodwill for impairment whenever facts and circumstances indicate that the carrying amount may not be fully recoverable. To analyze recoverability, management projects undiscounted future cash flows over the remaining life of the goodwill. If these projected cash flows are less than the carrying amount of the goodwill, an impairment loss is recognized, resulting in a write-down of goodwill with a corresponding charge to income. The impairment loss is measured based upon the difference between the carrying amount of the goodwill and the present value of future cash flows. The Company uses a discount rate equal to its average cost of funds to discount the expected future cash flows. Debt issuance costs are amortized over the life of the related debt.

Financial Instruments:

The Company does not use financial instruments for trading purposes. Financial instruments, which are a type of financial derivative instrument, are used to manage well-defined commodity price and interest rate risks and are considered hedges when certain criteria are met.

Gains and losses on commodity futures contracts qualifying as hedges are recorded in comprehensive income and recognized in the income statement as a component of the cost of the related inventory when the inventory is sold. Market values of financial instruments were estimated based on quoted market prices, where available, or on current rates offered to the Company for debt with similar terms and maturities. Unless otherwise disclosed, the fair value of financial instruments approximates their recorded values.

F-8

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

Income Taxes:

Deferred tax assets and liabilities are based on the difference between the financial reporting and tax bases of assets and liabilities, applying tax rates applicable to the year in which the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that the deferred tax asset will not be realized.

Product Liability:

The Company provides for estimated defense and settlement costs related to product liabilities when it becomes probable that a liability has been incurred and reasonable estimates of such costs are available. The Company maintains insurance coverage for product liability claims, subject to certain policy limits and to certain self-insured retentions for personal injury or property damage relating to occurrences arising after December 1, 1993. The current insurance policy extends through November 30, 2003. Product liabilities are recorded at the Company’s expected exposure after consideration of the self insured retention insurance. For the year ended, December 31, 2002, there were recoveries totaling $2.7 million which represented claims paid in excess of the self insured retention amounts. For 2001 and 2000, no recoveries were recorded. The Company’s estimate of its liability for product liability cases and claims outstanding at December 31, 2002 and 2001 (as determined by independent advisors) is $6.4 million and $10.5 million, respectively and the Company made total product liability payments in 2002 and 2001 of $4.4 million and $2.1 million, respectively (including pre-Acquisition occurrences for which the Company assumed responsibility). See Note 15.

Revenue Recognition:

Sales, net of an estimate for discounts, returns and allowances, and related cost of sales are recorded in income when goods are shipped at which time risk of loss and title transfers to the customer. Sales are presented net of Federal Excise Taxes of $34.3 million, $32.8 million and $33.2 million for the years ended December 31, 2002, 2001 and 2000, respectively.

The Company follows the industry practice of selling firearms pursuant to a “dating” plan allowing the customer to purchase these products commencing in December (the start of the Company’s dating plan year) and to pay for them on extended terms. Discounts are offered for early payment under this plan. The Company believes that allowing extended payment terms for early orders helps to level out the demand for these otherwise seasonal products throughout the year. Historically, use of the dating plan has had the effect of shifting some firearms sales from the second and third quarters to the first quarter. The Company believes that the dating plan helps facilitate a more efficient manufacturing schedule. As a competitive measure, the Company also offers extended terms on select ammunition purchases. Use of the dating plans, however, also results in significant deferral of collection of accounts receivable until the latter part of the year. Customers do not have the right to return unsold product.

Shipping and Handling Costs:

Shipping and handling costs included in Selling, General and Administrative expense are expensed as incurred. In 2002, 2001 and 2000 shipping and handling costs totaled $10.0 million, $11.7 million and $10.5 million, respectively.

Advertising and Promotions:

Advertising and promotional costs including print ads, commercials, catalogs, brochures and co-op are expensed as incurred. Advertising and promotional costs totaled $13.4 million in 2002, and in both 2001 and

F-9

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

2000 these expenses totaled $13.3 million. The Company licenses certain of its brands and trademarks. The income from such licensing was $2.9 million, $2.3 million and $2.7 million in 2002, 2001 and 2000, respectively, which is reflected in Selling, General and Administrative expense.

Self-Insurance:

The Company is self-insured for elements of its employee benefit plans including, among others, medical, workers’ compensation and elements of its property and liability insurance programs, but limits its liability through stop-loss insurance and annual plan maximum coverage limits. Self-insurance liabilities are based on claims filed and estimates for claims incurred but not yet reported.

Pension and Postretirement:

Unrecognized prior service costs are amortized over the estimated remaining service lives of employees. The unrecognized net gain or loss resulting from changes in the amount of either the projected benefit obligation or plan assets from experience different from that assumed are amortized over five years.

Use of Estimates:

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Statement of Financial Accounting Standards Not Yet Adopted

The Financial Accounting Standards Board (FASB or the “Board”) issued SFAS No. 143, “Accounting for Asset Retirement Obligations”, effective for the Company’s years beginning January 1, 2003. SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived asset, except for certain obligations of lessees. The adoption of this pronouncement did not have a material impact on our results of operations or financial position.

In April 2002, the FASB issued SFAS No. 145 (FAS 145), “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections” which eliminates the requirement that gains and losses from the extinguishment of debt be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect. FAS 145 is effective for the Company’s year beginning January 1, 2003. The adoption of this statement in 2003 results in the classification of losses on an early extinguishment of debt as a component of operating profit.

The FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” which addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)” and realigns

F-10

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

liability recognition in accordance with FASB Concepts Statement No. 6, “Elements of Financial Statements”. The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002.

The FASB issued FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” which elaborates on the disclosures to be made by a guarantor in it is interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of this Interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The Company has adopted the disclosure provisions of this statement as of December 31, 2002 and is currently evaluating its effects on future guarantees, if any, as disclosed in Note 10.

The FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (“FIN 46”) which clarifies the application of existing accounting pronouncements to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The provisions of FIN 46 will be immediately effective for all variable interests in variable interest entities created after January 31, 2003, and the Company will need to apply its provisions to any existing variable interests in variable interest entities by no later than December 31, 2004. The Company does not have any ownership in any variable interest entities.

Note 4—Concentrations of Credit Risk

Concentrations of credit risk with respect to trade accounts receivable are generally insignificant, except as noted below, due to the large number of customers comprising the Company’s customer base. The Company reviews a customer’s credit history before extending credit and establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information. Bad debt expense, net of recoveries, was $(0.4) million, $(0.5) million and $2.8 million for years 2002, 2001 and 2000, respectively.

Sales to the Company’s largest customer, Walmart, approximated 21% of sales in both 2002 and 2001 and 19% of sales in 2000. The accounts receivable balance for Walmart approximated 13% and 19% at December 31, 2002 and 2001, respectively; no other customer accounted for sales equal to or greater than 10% of sales for the years presented.

The Company’s cash and cash equivalents are invested in high-quality securities placed with institutions with high credit ratings. This investment policy limits the Company’s exposure to concentrations of credit risk.

Note 5—Inventories

At December 31, Inventories consist of the following:

	2002		2001
Raw Materials	$	12.7	$	14.6
Semi-Finished Products		24.0		21.8
Finished Products		53.7		47.6
Total	$	90.4	$	84.0

F-11

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

Note 6—Property, Plant and Equipment

At December 31, Property, Plant and Equipment consist of the following:

	2002			2001
Land	$	1.5		$	1.5
Building and Improvements		24.8			24.6
Leased Assets		7.6			6.7
Machinery and Equipment		136.2			134.7
Construction in Progress		5.4			2.4
Subtotal		175.5			169.9
Less: Accumulated Depreciation		(96.3	)		(88.9	)
Total	$	79.2		$	81.0

Depreciation expense for the years ended December 31, 2002, 2001 and 2000 was $10.0 million, $14.5 million, and $14.0 million, respectively.

Note 7—Dividends and Other Compensation

On July 31, 2002 the Company declared a special dividend of $15.1 million to all shareholders of record on that date. The Company also declared a special payment to holders of all stock options and deferred shares of Holding of $19.54 per share, in an aggregate amount $1.8 million on that date which was recorded as other expense. The special dividend and special payment were paid on August 2, 2002 with proceeds from borrowings under the Company’s old credit agreement (the “Old Credit Agreement”).

Note 8—Goodwill and Other Intangible Assets

Effective January 1, 2002 the Company adopted Statement of Financial Accounting Standard (“SFAS”) No. 142, Goodwill and Other Intangible Assets, which requires goodwill and other intangible assets with indefinite lives acquired in a business combination before July 1, 2001 not be amortized. The Statement further requires that the fair value of goodwill and other intangible assets with indefinite lives be tested for impairment upon adoption of the standard and annually thereafter or upon an occurrence of certain events.

Under the transitional provisions of SFAS No. 142, the Company established its reporting units and allocated all assets, liabilities, goodwill, and other intangibles to these reporting units. The Company performed impairment tests on the goodwill and intangible assets associated with each of the reporting units by comparing the fair value of each reporting unit with the carrying value. The fair value was determined by the use of a discounted cash flow methodology by an independent third party.

Based on the initial impairment tests, the Company recognized an impairment loss, net of tax, of $0.8 and $0.6 associated with the goodwill and trademarks in the Powder Metal Products and the Accessories reporting units, respectively. The adjustment made to Powder Metal Products was primarily due to lower than expected sales growth and the adjustment to Accessories was primarily due to a decline in sales volumes and margins, which reduced the estimated future performance for these reporting units. Under SFAS No. 142, the impairment adjustment recognized at adoption of the Statement was recorded as a cumulative effect of change in accounting principle in the first quarter income statement of 2002. Impairment adjustments recognized after the adoption, if any, are required to be recorded as operating expenses.

F-12

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

The Company continues to monitor one of the business units in the All Other segment which has a carrying value of goodwill and trademarks of $6.1 million. It is reasonably possible the Company could be required to recognize an impairment if the current trend of profitability were to continue.

The carrying amount of goodwill and trademarks attributable to each reporting segment and the adjustments are outlined in the following tables:

Goodwill	December 31, 2001		Impairment Adjustments		December 31, 2002
Hunting /Shooting Sports	$	18.0	$	—	$	18.0
All Other		10.1		1.3		8.8
Consolidated Goodwill	$	28.1	$	1.3	$	26.8

Trademarks	December 31, 2001		Impairment Adjustments		December 31, 2002
Hunting /Shooting Sports	$	39.8	$	—	$	39.8
All Other		8.7		1.1		7.6
Consolidated Goodwill	$	48.5	$	1.1	$	47.4

Actual results of operations for the periods ended December 31, 2002, 2001, and 2000 and the pro-forma results of operations had the Company applied the non-amortization provisions of SFAS No. 142 in the period, follow:

	2002		2001		2000
Net Income	$	20.0	$	13.7	$	19.9
Amortization, Net of Tax		—		1.5		1.5
Adjusted Net Income	$	20.0	$	15.2	$	21.4

At December 31, Intangibles and Debt Issuance Costs consist of the following:

	2002			2001
Goodwill and Trademarks	$	74.2		$	76.6
Debt Issuance Costs		16.0			13.4
Subtotal		90.2			90.0
Less: Accumulated Amortization		(12.0	)		(10.1	)
Total	$	78.2		$	79.9

Amortization expense for 2003 is expected to be approximately $3.2 million, and is expected to be approximately $1.7 million in 2004, 2005, 2006 and 2007.

F-13

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

Note 9—Other Accrued Liabilities

At December 31, Other Accrued Liabilities consist of the following:

	2002		2001
Marketing	$	6.8	$	5.9
Health Costs		7.2		7.7
Compensation		5.3		1.9
Retiree Benefits		4.5		5.9
Deferred Revenue		1.1		2.8
Workers Compensation		3.7		1.2
Other		9.5		6.6
Total	$	38.1	$	32.0

Note 10—Warranty Accrual

The Company provides consumer warranties against manufacturing defects in all firearm products it sells in North America. Estimated future warranty costs are accrued at the time of sale, using the percentage of actual historical repairs to shipments for the same period. Product modifications or corrections are voluntary steps taken by the Company to assure proper usage or performance of a product by consumers. The cost associated with product modifications and or corrections are recognized in accordance with of Statement of Financial Accounting Standard No. 5, Accounting for Contingencies, and charged to operations

	2002		2001
Warranty accrual at January 1:	$	0.7	$	0.5
Current period accruals		3.4		3.1
Current period charges		3.2		2.9
Warranty accrual at December 31:	$	0.9	$	0.7

Note 11—Retiree Benefits

Pension Plans:

The Company sponsors a defined benefit pension plan (the “Plan”) and a supplemental defined benefit pension plan (the “SERP”). Under the provisions of SFAS No. 132, the disclosure requirements for the Plan and the SERP have been combined.

Change in Benefit Obligation:

	2002			2001
Benefit Obligation at Beginning of Year	$	111.5		$	96.3
Service Cost		4.3			4.1
Interest Cost		8.0			7.4
Amendments		0.1			—
Actuarial Assumption Changes		6.3			0.7
Actuarial (Gain)/Loss		(6.6	)		4.8
Benefits Paid		(2.4	)		(1.8	)
Benefit Obligation at End of Year	$	121.2		$	111.5

F-14

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

Change in Plan Assets:

	2002			2001
Fair Value of Plan Assets at Beginning of Year	$	76.5		$	69.1
Actual Return on Plan Assets		(1.5	)		1.2
Employer Contributions		5.5			8.0
Benefits Paid		(2.4	)		(1.8	)
Fair Value of Plan Assets at End of Year	$	78.1		$	76.5

Net Amount Recognized:

	2002			2001
Funded Status	$	(43.1	)	$	(35.0	)
Unamortized Prior Service Cost		(1.8	)		(2.1	)
Unrecognized Net Actuarial Loss		26.5			20.1
Net amount recognized	$	(18.4	)	$	(17.0	)

Amounts recognized in the statement of financial position consist of:

	2002			2001
Accrued Benefit Liability		(24.9	)		(17.6	)
Intangible Asset		0.3			0.6
Accumulated other comprehensive income		6.2			—
Net Amount Recognized	$	(18.4	)	$	(17.0	)

Components of Net Periodic Pension Cost:

	2002			2001			2000
Service Cost	$	4.3		$	4.1		$	3.9
Interest Cost		8.0			7.4			6.7
Expected Return on Assets		(7.4	)		(6.6	)		(6.2	)
Amortization of Prior service cost		(0.2	)		—			—
Recognized net actuarial loss		2.2			0.4			(0.1	)
Net Periodic Pension Cost	$	6.9		$	5.3		$	4.3
	2002			2001			2000
Actuarial Assumptions:
Discount Rate		6.75	%		7.8	%		7.8	%
Long-Term Rate on Assets		8.5	%		8.5	%		8.5	%
Rate of Compensation Increase		4.0	%		5.5	%		Age-Related

Savings Plans:

The Company sponsors a qualified defined contribution plan and matches 50% of a participant’s contributions up to a maximum of 6% of a participant’s compensation. All employees hired after May 31, 1996 are also eligible for a discretionary contribution. The Company’s expense and contribution to this plan was approximately $1.4 million in 2002, 2001, and 2000.

F-15

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

Effective January 1, 1998, the Company adopted a non-qualified defined contribution plan. The Company’s matching contribution was not material during 2002, 2001 and 2000.

Postretirement Benefit Plan:

The Company sponsors an unfunded postretirement defined benefit plan which provides certain employees and their covered dependents and beneficiaries with retiree health and welfare benefits.

Change in Benefit Obligation:

	2002			2001
Benefit Obligation at Beginning of Year	$	12.9		$	12.9
Service Cost		0.6			0.5
Interest Cost		1.3			0.9
Plan Participants’ Contributions		—			—
Amendments		—			—
Actuarial Loss/(Gain)		5.0			(1.1	)
Benefits Paid		(0.6	)		(0.3	)
Benefit Obligation at End of Year	$	19.2		$	12.9

Accrued Benefit Cost:

	2002			2001
Funded Status	$	(19.2	)	$	(12.9	)
Unrecognized Net Actuarial (Gain)/loss		3.8			(0.4	)
Unrecognized Prior Service Cost		(5.7	)		(6.5	)
Accrued Postretirement Benefit Obligation	$	(21.1	)	$	(19.8	)

Components of Net Periodic Benefit Cost:

	2002			2001			2000
Service Cost	$	0.6		$	0.5		$	0.5
Interest Cost		1.3			0.9			0.9
Net Amortization and Deferral		(.1	)		(1.7	)		(1.2	)
Net Periodic Benefit Income/(Expense)	$	1.8		$	(0.3	)	$	0.2

To determine the accumulated postretirement benefit obligation, (1) the assumed discount rate used was 6.8% and 7.3% at December 31, 2002 and 2001, respectively (2) the assumed health care trend rate was 9.5% for 2002, declining gradually to 4.0% in 2011 and remaining at that level thereafter and 10.0% for 2001, declining gradually to 4.5% in 2010 and remaining at that level thereafter and (3) the assumed dental benefit rate was 9.5% for 2002, declining gradually to 4.0% in 2011 and remaining at that level thereafter and 10.0% for 2001, declining gradually to 4.5% in 2010 and remaining at that level thereafter.

A one-percentage-point increase or decrease in the assumed health care cost trend rates would increase or decrease by approximately $1.2 million and $1.1 million, the accumulated postretirement benefit obligation as of December 31, 2002 and increase or decrease the total service and interest cost components by approximately $0.1.

F-16

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

Note 12—Debt

Short-term debt consists of unsecured, fixed interest rate agreements for financing insurance premiums.

Long-term Debt at December 31, consisted of the following:

	2002		2001
Revolving Credit Facility	$	11.0	$	25.0
9.5% Senior Subordinated Notes due 2003		86.9		86.9
Capital Lease Obligations (Note 13)		2.2		2.4
Due to RACI		1.0		1.0
Subtotal	$	101.1	$	115.3
Less: Current Portion		1.0		1.1
Total	$	100.1	$	114.2

The Company’s Old Credit Agreement provided for aggregate borrowings of $170.0 million under a revolving credit facility (the “Revolving Credit Facility”). All borrowings under the Old Credit Agreement were guaranteed by Holding, and were collateralized by substantially all of the assets of the Company. The Old Credit Agreement permitted the Company to borrow up to $170.0 million (including certain letters of credit) under the Revolving Credit Facility through September 30, 2003. Financing costs paid in connection with the Old Credit Agreement of $3.7 million were capitalized and were amortized over the term of the Credit Agreement. The weighted average interest rate for borrowings under the Revolving Credit Facility was 3.7% in 2002 and 6.3% in 2001. The Company is not currently a party to any interest rate cap, hedging or other protection arrangements with respect to its variable rate indebtedness. At December 31, 2002, the Company had $5.3 million in letters of credit and borrowings of $11.0 million outstanding with the remaining $153.7 million of the Revolving Credit Facility available for borrowing.

Loans under the Credit Agreement generally bore interest, at the Company’s option, at a variable rate equal to either (i) the rate that is the highest of the administrative agent’s prime rate, or certain alternative rates, in each case plus a margin of up to 1.25% per annum (“ABR Loans”), or (ii) the rate at which certain Eurodollar deposits are offered in the interbank Eurodollar market plus a margin of up to 2.25% per annum (“Eurodollar Loans”). Each quarter the interest rate margin was subject to adjustment based upon maintenance of a certain consolidated leverage ratio, based on Consolidated EBITDA and total indebtedness, for the four quarters most recently ended and ranged from 0.5% to 1.25% per annum for ABR Loans and from 1.5% to 2.25% per annum for Eurodollar Loans. Commitment fees of 0.5% were payable on the average daily unused portion of the Revolving Credit Facility and could be reduced up to 0.125% based upon the same financial performance measures. The Company’s interest rate margin for the first six months of the term under the Old Credit Agreement was set at 1.0% and 2.0% for ABR Loans and Eurodollar Loans, respectively. As a result of the Company’s performance, on October 31, 2000, the interest rate margin and commitment fees were reduced 0.5% and 0.125%, respectively. Effective March 28, 2001, the interest rate margin and commitment fees were increased 0.25% and 0.125%, respectively, as a result of the consolidated leverage ratio at December 31, 2000. On July 27, 2001 and on November 14, 2001, the interest rate margin was increased 0.25%, as a result of the consolidated leverage ratio on June 30, 2001 and September 30, 2001, respectively. As a result of the Company’s performance, on May 15, 2002, the interest rate margin was reduced 0.25% and the commitment fees remained unchanged.

Effective on December 6, 2001, the Company and the requisite lenders under the Credit Agreement entered into an amendment (the “Amendment”) of the Old Credit Agreement. Under the terms of the Amendment, the consolidated leverage ratio that the Company is required to maintain was amended so that the required consolidated leverage ratio was changed to 3.35 to 1.00 from 2.75 to 1.00 for the period from December 31, 2001

F-17

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

through September 29, 2002, and changed to 3.25 to 1.00 from 2.75 to 1.00 for the period from September 30, 2002 through December 30, 2002. The Company paid financing costs of 0.10% of the aggregate borrowings or $0.2 million, which were capitalized and were amortized over the term of the Old Credit Agreement.

All amounts outstanding under the Old Credit Agreement were repaid with borrowings under the company’s new senior secured capital facility, all commitments under the Old Credit Agreement were terminated in January 2003 and the unamortized financing fees were expensed. See Note 14—Subsequent Events.

The Company 9 ½% Senior Subordinated Notes due 2003 (the “Refinanced Notes”), in an original aggregate $100.0 principal amount, were to mature on December 1, 2003. The Refinanced Notes were redeemable at the option of the Company, in whole or in part, any time on or after December 1, 1998. The redemption price ranged from 104.5% of the principal amount in 1998 to 100% in the year 2002. In the event of a change in control, the Refinanced Notes could have been redeemed at the option of the Company for the principal amount plus applicable interest and premium at that date. The Refinanced Notes, issued by Remington, were subordinate to borrowings under the Old Credit Agreement and were fully and unconditionally guaranteed on a subordinated basis by Holding. The Refinanced Notes were not collateralized by any of the Company’s assets. The original issue discounts on the Notes of $0.6 were being amortized at 9.6% per annum. As of December 31, 2002, the total accumulated amortization was $0.6. The Refinanced Notes were redeemed in January 2003 with proceeds from a new issuance of senior notes. See Note 14—Subsequent Events.

The indenture for the Refinanced Notes and the Old Credit Agreement contained various restrictions on the Company’s ability to incur debt, pay dividends and enter into certain other transactions. The Old Credit Agreement permitted repurchases of the Notes on the open market, subject to limitations that were contained in the Old Credit Agreement and the indenture for the Refinanced Notes. Prior to 2000, the Company repurchased approximately $13.1 of the Notes on the open market with cash from operations. The Company repurchased the Notes at an average price of 99.4% of the face value on the open market, and the transactions had no material impact on its results of operations. No Notes were repurchased in 2000, 2001 or 2002.

The payments of capital lease obligations outstanding at December 31, 2002, for the next three years are $1.0 million, $0.9 million and $0.3 million, respectively. The Refinanced Notes, with a maturity value of $86.9 million as of December 31, 2002, would have been due December 1, 2003 and borrowings outstanding under the Revolving Credit Facility were payable September 30, 2003.

Note 13—Leases

Future minimum lease payments under capital leases and operating leases, together with the present value of the net minimum capital lease payments at December 31, 2002, are as follows:

	Capital Leases		Operating Leases
Minimum Lease Payments for Years Ending December 31:
2003	$	1.1	$	1.1
2004		1.0		1.1
2005		0.3		1.1
2006		—		0.9
2007		—		0.9
Thereafter		—		2.4
Total Minimum Lease Payments		2.4	$	7.5
Less: Amount representing interest		0.2
Present Value of Net Minimum Lease Payments	$	2.2

F-18

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

Actual rental expenses for 2002 and 2001 were $1.2 million, and $1.3 million for 2000.

Note 14—Subsequent Events

The following subsequent events occurred after December 31, 2002:

(1) A private offering of $200.0 million principal amount of 10½% Senior Notes due 2011 of the Company (the “Notes”), completed in January 2003. The Company will pay interest on the notes semi-annually on June 1 and December 1 of each year, beginning on June 1, 2003. The Notes, in an original aggregate $200.0 million principal amount, mature on December 1, 2011. The Notes are redeemable at the option of the Company, in whole or in part, any time on or after February 1, 2007. The redemption price ranges from 105.3% of the principal amount in 2007 to 100% in the year 2009 and thereafter. The Notes may also be redeemed with proceeds of specified types of equity offerings prior to 2007, at a redemption price of 110.5% of the principal amount. In the event of a change in control, the Notes may be tendered at the option of the holders for the principal amount plus applicable interest and premium at that date. The Notes are unsecured senior obligations of the Company, ranking equal in right of payment with all existing and future senior indebtedness of the Company, including its indebtedness under the new Credit Facility.

(2) The issuance and sale by Holding, for $30.9 million, of 140,044 shares of common stock of Holding to Bruckmann, Rosser, Sherrill & Co. II, L.P. and others, in February 2003.

(3) The distribution of 15,970 shares of common stock of Holding in respect of 15,970 deferred shares of Holding, the repurchase by Holding of 723,874 of the outstanding shares of common stock of Holding and the cancellation of 64,144 options in respect of common stock of Holding, in an aggregate amount of approximately $163.7 million, consisting of $130.8 million in cash and $32.9 million aggregate principal amount of senior notes of Holding, or the Holding Notes. The Clayton & Dubilier Private Equity Fund IV Limited Partnership holds all of the Holding Notes. Remington made a $100.0 million dividend to Holding in connection with the funding of the repurchase. The repurchase occurred in February 2003.

(5) The refinancing by Remington of substantially all of its existing indebtedness through (i) the repayment of all amounts outstanding under the Old Credit Agreement concurrently with the termination of all commitments thereunder, and (ii) the redemption of all of the Refinanced Notes at a redemption price equal to 100% of the aggregate principal amount of Refinanced Notes then outstanding of $86.9 million, plus accrued and unpaid interest and (iii) the closing by Remington of a new Credit Facility, under which up to $125.0 million of revolving credit commitments are available, subject to borrowing base and other limitations. The refinancing occurred in January 2003.

Refinancing:

On January 24, 2003, Remington Arms Co. entered into a new five year $125.0 million asset-backed senior secured revolving credit facility (the “Credit Facility”) with a syndicate of financial institutions and Wachovia Bank, National Association as the administrative agent. Amounts available under this facility are subject to a borrowing base limitation based on certain percentages of eligible accounts receivable and eligible inventory and an amortizing sublimit related to eligible machinery and equipment. This facility includes a letter of credit sub-facility of up to $15.0 million.

Loans under the Credit Facility will mature on January 23, 2008. Loans generally bear interest, at the Company’s option, at a variable rate equal to either (i) the applicable margin, currently 1.25%, plus the alternative base rate in effect from time to time, or (ii) the applicable margin, currently 2.5%, plus the relevant adjusted London Interbank Offered Rate for outstanding Euro-Dollar Loans. The Alternate Base Rate is currently

F-19

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

4.25%. Each quarter the interest rate margin is subject to adjustment based upon maintenance of a certain consolidated leverage ratio, based on Consolidated EBITDA and total indebtedness, for the four quarters most recently ended and will range from 0.25% to 1.5% per annum for ABR Loans and from 1.75% to 3.0% per annum for Eurodollar Loans. (Commitment fees of 0.375% are payable if the average revolver facility balance is 50% or more of the aggregate Revolver Commitments in effect on the first day of such month or if the average Revolver Facility Balance for any month is less than 50% of the aggregate Revolver Commitments in effect o the first day of such month, commitment fees of 0.500% are payable. The occurrence of certain changes in control is an event of default under the credit agreement for the Credit Facility (the “New Credit Agreement”) and mandatory prepayments of borrowings may be required.)

The indenture for the Notes and the New Credit Agreement contain various restrictions on the Company’s ability to incur debt, pay dividends and enter into certain other transactions. The New Credit Agreement permits repurchases of the Notes on the open market, subject to limitations that may be contained in the New Credit Agreement and the Indenture.

Note 15—Commitments and Contingencies

The Company has various purchase commitments, approximating $13.5 million for 2003, $4.2 million for 2004, $1.1 million for 2005, and no commitments for 2006 and 2007, for services incidental to the ordinary conduct of business, including E-Commerce and NASCAR sponsorship. Such commitments are not at prices in excess of current market prices. The Company has purchase contracts with certain raw materials suppliers, for periods ranging from one to seven years with no commitment to purchase specified quantities. The Company does not have formal contracts with its other raw materials suppliers. The commitments and contracts had no significant impact on the financial condition or results of operations during the reportable periods. In recognition of and support of certain legal and legislative initiatives, the firearms industry has established the Hunting and Shooting Sports Heritage Fund of which the Company is a member.

Pursuant to the Purchase Agreement with Dupont for the Acquisition, the sellers in the Acquisition (the “Sellers”) retained liability for, and are required to indemnify the Company against, (1) all product liability cases and claims (whenever they may arise) involving discontinued products, (2) all product liability cases and claims involving products that had not been discontinued as of the Acquisition (“extant products”) and relating to occurrences that took place prior to the Acquisition and (3) certain environmental liabilities based on conditions existing at the time of the Acquisition. These indemnification obligations of the Sellers are not subject to any survival period limitation. The Company has no current information on the extent, if any, to which the Sellers have insured these indemnification obligations. Except for certain cases and claims relating to shotguns as described below and except for all cases and claims relating to products discontinued prior to the Acquisition, the Company generally bears financial responsibility for product liability cases and claims relating to occurrences after the Acquisition.

Since December 1, 1993, the Company has maintained insurance coverage for product liability claims subject to certain self-insured retentions both on a per-occurrence basis and in the aggregate for personal injury or property damage relating to occurrences arising after the Acquisition. The Company believes that its current product liability insurance coverage for personal injury and property damage is adequate for its needs. The Company’s current product liability insurance policy provides for a self-insured retention of $0.5 million per occurrence (plus pro-rata legal expenses). The current policy period runs from December 1, 2002 through November 30, 2003. The current policy has a batch clause endorsement, which in general provides that if a batch of the Company’s products were to be defective, the Company’s liability for expenses and damages related to the entire batch would be capped at the amount of self-insured retention for a single occurrence. The policy excludes from coverage any pollution-related liability. Based in part on the nature of the Company’s products, and the

F-20

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

impact on the insurance market of the events of September 11, 2001, there can be no assurance that the Company will be able to obtain adequate product liability insurance coverage upon the expiration of the current policy. Certain of the Company’s post-December 2001 excess insurance coverage expressly does not apply to actions brought by municipalities as described below.

As a result of contractual arrangements, the Company manages the joint defense of product liability litigation involving Remington brand firearms and Company ammunition products for both Remington and the Sellers. As of December 31, 2002, approximately 17 individual bodily injury cases and claims were pending, primarily alleging defective product design or manufacture, or failure to provide adequate warnings; some of these cases seek punitive as well as compensatory damages. The Company has previously disposed of a number of other cases involving post-Acquisition occurrences by settlement. Of the individual cases pending as of December 31, 2002, approximately three involve matters for which the Sellers retained liability and are required to indemnify the Company. The remaining approximately 14 pending cases involve post-Acquisition occurrences for which the Company bears responsibility under the Purchase Agreement; the Sellers have some responsibility for the costs of approximately one of these cases involving certain shotguns, as described below.

A recently resolved case for which Remington bore financial responsibility involved the accidental fatal shooting in October 2000 of a nine-year-old boy, Gus Barber, with a Remington Model 700 bolt-action rifle being unloaded by his mother after a hunting trip in Montana. This tragedy was the subject of repeated local and national media attention, and the subject of a lawsuit filed in December 2001, in federal district court in Montana naming Remington and the Sellers as defendants. The lawsuit was resolved in May 2002 and was thereafter formally dismissed. Like many Remington bolt-action centerfire firearms made before 1982, the Barber rifle was manufactured with a feature known as a ‘bolt-lock,’ which requires the manual safety to be moved to the ‘fire’ position to begin the process of unloading the rifle. Partly in response to this accident, in early March 2002, the Company has initiated a nationwide product safety program to run through the end of 2003 under which the Company agreed to modify such centerfire firearms to remove the bolt-lock feature for $20. Participating customers are eligible to receive a transferable $20 rebate coupon on the purchase of Remington safety products. Approximately 2.5 million guns manufactured before 1982 may be eligible for this offer. Although due to various uncertainties (including the number of participating customers and the condition of their guns), the Company cannot estimate the ultimate cost of the program, based in part on customer responses to date, and the length of time since these products were manufactured, the Company does not believe that the safety program will have a material adverse effect on its financial condition or liquidity, although there can be no assurances given in that regard.

In addition to these individual cases, as a manufacturer of shotguns and rifles, Remington has been named in only three of the approximately 30 actions brought by certain municipalities, primarily against manufacturers and sellers of handguns: (i) City of Boston, et al. v. Smith & Wesson, et al., No. 99-2590 (Suffolk Super Ct.); (ii) City of St. Louis, Missouri v. Henry Cernicek, et al., No. 992-01209 (Cir. Ct. St. Louis) & 00 Civil 1895 (U.S. Dist. Ct. E.D. Missouri); and (iii) City of New York, et al. v. B.L. Jennings, Inc., et al., 00 Civil 3641 (JBW) (U.S. Dist. Ct. E.D.N.Y.). As a general matter, these lawsuits claim that the distribution practices of defendant firearms manufacturers allegedly permitted their products to enter a secondary market, from which guns can be obtained by unauthorized users; that defendants fail to include adequate safety devices in their firearms to prevent unauthorized use and accidental misuse; and that defendants’ conduct has created a public nuisance. Plaintiffs generally seek injunctive relief and money damages (consisting of the cost of providing certain city services and lost tax and other revenues), and in some cases, punitive damages as well.

In City of Boston, first filed in 1999, an order granting plaintiff’s March 27, 2002 request to dismiss the case with prejudice as to all defendants was entered on April 1, 2002.

F-21

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

In City of St. Louis, a First Amended Complaint naming Remington was filed on August 15, 2000, in Circuit Court of the City of St. Louis. The case was removed on November 29, 2000, to the United States District Court for the Eastern District of Missouri by third-party defendant, Denel (Pty) Ltd., a firearms manufacturer majority-owned by the Republic of South Africa. Removal was made pursuant to Title 28, section 1330, of the United States Code, as an action involving a foreign state. On September 25, 2001, the federal court remanded the case to state court, (where motions to dismiss are pending). On March 1, 2002, the St. Louis City court granted the defendant’s motion to transfer venue to the Circuit Court for St. Louis County. Plaintiff’s challenge to that ruling was rejected, and defendants’ motion to dismiss in this new venue was argued on February 28, 2003.

In City of New York, the New York City Health and Hospitals Corp., and certain city officials filed an Amended Complaint, dated September 1, 2000, in the United States District Court for the Eastern District of New York naming Remington and asserting claims similar to those in City of Boston. The Company answered on December 1, 2000. Plaintiffs’ and defendants’ initial discovery requests were served in June 2001. In August 2001, the City indicated its intention to file a second amended complaint. However, in part as a result of the events of September 11, the City has asked that the case be put on hold pending the appeal by the State of New York of the dismissal of its separate lawsuit against handgun manufacturers (in which the Company is not a defendant).

Motions to intervene had been filed in another such municipal lawsuit, Chicago v. Beretta U.S.A. Corp. (Cook Co. Ct.), seeking to name as additional defendants unidentified “ammunition manufacturers.” Such intervention was not permitted by the Court, which, on September 15, 2000, granted the existing defendants’ motion to dismiss the case. The City of Chicago appealed this decision on October 11, 2000, and on November 4, 2002, the Illinois Appellate Court reversed that decision. It is our understanding that defendants in the case have filed a petition for review to the Illinois Supreme Court.

The numbers of cases listed above do not include Joe Luna, et al. v. Remington Arms Company, Inc. and E. I. Du Pont de Nemours and Company et al. (“Luna”), which was first filed in 1989 in Texas district court in Jim Wells County. The plaintiffs sought certification of a class consisting of all Texas owners of Model 700 bolt-action rifles seeking the cost of repair. In June 1996, the district court certified for class treatment certain limited issues; this ruling was reversed on appeal. Remington was not named as a defendant until July 1996, and was not a party to the appeal, although the appellate courts’ decisions should govern class action claims against Remington as well. The Sellers’ obligations with respect to Luna include a requirement that they indemnify the Company against claims for economic loss involving Model 700 rifles shipped prior to the end of May 1997. Claims involving Model 700 rifles shipped thereafter would be the Company’s responsibility and, to the extent that they do not involve personal injury or property damage, would not be covered by the Company’s product liability insurance.

A majority of states have enacted some limitation on the ability of local governments to file such lawsuits against firearms manufacturers. In addition, similar legislation limiting such lawsuits on a federal level has been proposed in both houses of Congress.

In the spring of 2000, the Federal Trade Commission and the attorneys general of several states instituted investigations into allegations of anticompetitive retaliation against Smith & Wesson by other participants in the firearms industry. To date, Remington has received and replied to civil investigative demands and subpoenae duces tecum and other discovery requests from the State of Connecticut and the Federal Trade Commission. Remington, which makes only long guns, does not compete with Smith & Wesson, which makes handguns.

F-22

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

In recognition of and support of certain legal and legislative initiatives, the firearms industry has established the Hunting and Shooting Sports Heritage Fund of which we are a member. During 2003, we will contribute 0.5% of our domestic net revenue from sales of our firearms and select accessory products to this organization. A portion of the Fund’s revenues are used to pay costs associated with litigation brought against the industry. Contributions in 2002 and 2001 were $0.8 million and $1.7 million, respectively.

Because the Company’s assumption of financial responsibility for certain product liability cases and claims involving pre-Acquisition occurrences was limited to an amount that has now been fully paid, with the Sellers retaining liability in excess of that amount and indemnifying the Company in respect of such liabilities, and because of the Company’s accruals with respect to such cases and claims, the Company believes that product liability cases and claims involving occurrences arising prior to the Acquisition are not likely to have a material adverse effect upon the financial condition or results of operations of the Company. Moreover, although it is difficult to forecast the outcome of litigation, the Company does not believe, in light of relevant circumstances (including the current availability of insurance for personal injury and property damage with respect to cases and claims involving occurrences arising after the Acquisition, the Company’s accruals for the uninsured costs of such cases and claims and the Sellers’ agreement to be responsible for a portion of certain post-Acquisition shotgun-related product liability costs, as described above, as well as the type of firearms products made by the Company), that the outcome of all pending post-Acquisition product liability cases and claims will be likely to have a material adverse effect upon the financial condition or results of operations of the Company. Nonetheless, in part because the nature and extent of liability based on the manufacture and/or sale of allegedly defective products (particularly in connection with the use of firearms) is uncertain, there can be no assurance that the Company’s resources will be adequate to cover both pending and future product liability occurrences, cases or claims, in the aggregate, or that a material adverse effect upon our financial condition or results of operations will not result therefrom. Because of the nature of its products, the Company anticipates that it will continue to be involved in product liability litigation in the future.

The Company does not expect current environmental regulations to have a material adverse effect on the financial condition or results of operations. However, the Company’s liability for future environmental remediation costs is subject to considerable uncertainty due to the complex, ongoing and evolving process of identifying the necessity for, and generating cost estimates for, remedial work. Furthermore, there can be no assurance that environmental regulations will not become more restrictive in the future.

Note 16—Income Taxes

The provision (benefit) for income taxes consists of the following components:

	2002		2001		2000
Federal:
Current	$	8.3	$	7.1	$	11.8
Deferred		3.9		0.4		—
State:
Current		0.5		0.8		0.7
Deferred		0.2		0.2		—
	$	12.9	$	8.5	$	12.5

F-23

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

	2002			2001
Deferred tax assets:
Accrued employee and retiree benefits	$	19.8		$	18.2
Product, environmental and other liabilities		3.6			5.9
Receivables and inventory		3.5			5.6
Other comprehensive income		2.6			0.1
Tax credits		0.7			0.4
		30.2			30.2
Deferred tax liabilities:
Property, plant and equipment		(12.2	)		(11.4	)
Intangibles		(6.8	)		(6.0	)
		(19.0	)		(17.4	)
Net deferred tax assets	$	11.2		$	12.8

At December 31, 2002 the Company has state tax credit carry-forwards of $0.7 for tax purposes which expire between 2003 and 2013.

The following is a reconciliation of the statutory federal income tax rate to the Company’s effective income tax rates:

	2002		2001		2000
Federal statutory rate	35.0	%	35.0	%	35.0	%
State income taxes, net of Federal benefits	1.4		2.1		2.1
Nondeductible expenses	0.4		0.9		1.4
Other	2.3		0.3		0.1
Effective income tax rate	39.0	%	38.3	%	38.6	%

Note 17—Related Party Transactions

The Clayton & Dubilier Private Equity Fund IV Limited Partnership (“C&D Fund IV”), which owned 98.3% of the outstanding Common Stock of Holding at December 31, 2002, is a private investment fund managed by Clayton, Dubilier & Rice, Inc. (“CD&R”). CD&R receives an annual fee for management and financial consulting services provided to the Company and reimbursement of related out-of-pocket expenses. Fees and out-of-pocket expenses paid to CD&R were $0.6 million in both 2002 and 2001 and $0.5 million in 2000.

Intercompany balances from the Company and Holding are primarily a result of the issuance of redeemable common shares and deferred shares of Holding to certain members of the Company’s management during 1999, 2000 and 2001 and the issuance of a note for state tax planning. The proceeds from the issuance of redeemable common and deferred shares were contributed to the Company for use in operations and has been reflected as an intercompany payable to Holding. In December 2002, Holding contributed to the Company all outstanding receivables owing as a result of the issuance of redeemable common and deferred shares. The contribution has been recognized as an additional capital contribution in the accompanying consolidated balance sheet.

Note 18—Financial Instruments

Both the estimated value and the carrying value of the Company’s debt at December 31, 2002 was $101.1 million. The estimated value of the Company’s debt at December 31, 2001 was $119.7 million compared to a carrying value of $122.1 million.

F-24

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

The Company purchases copper and lead futures and options contracts to hedge against price fluctuations of anticipated commodity purchases. The futures and options contracts limit the unfavorable effect that price increases will have on metal purchases, and the futures contracts likewise limit the favorable effect of price declines. At December 31, 2002, the fair value of the Company’s outstanding derivative contracts relating to firm commitments and anticipated purchases (aggregate notional amount 23.6 million pounds of copper and lead) up to one year from such date was $0.2 as determined by an independent third party, which is recorded in prepaid expenses and other current assets. Net losses of $0.2 and $0.3 on derivative instruments were reclassified to earnings and recorded in accumulated other comprehensive loss, during the year-to-date periods ended December 31, 2002 and 2001, respectively. There were no losses for derivative instruments in 2000.

Note 19—Segment Information

The Company’s business is classified into aggregated reportable segment, Hunting/Shooting Sports, which designs, manufactures and markets recreational shotguns and rifles, sporting ammunition and ammunition reloading components and All Other. These products are sold primarily to wholesalers and retailers, mainly through manufacturer’s sales representatives. (The classification All Other includes corporate and the manufacture and marketing of clay targets, and the marketing of hunting/gun care accessories, fishing products and powdered metal products.)

The Company primarily evaluates the performance of its segments and allocates resources to them based on Consolidated EBITDA. The chief operating decision maker is the president and chief executive officer. Reportable segments were separately identified based on segment revenue, Consolidated EBITDA and assets. The firearms and ammunition operations are aggregated because of similarity in nature of product, manufacturing process and the regulatory environment, in addition to the type of customer and distribution method. During 2002, 2001, and 2000 revenue for the Hunting/Shooting Sports segment accounted for 89% of consolidated revenue. The Company has no material intersegment revenue.

Information on Segments:

	2002		2001		2000
Net Sales:
Hunting/Shooting Sports	$	357.9	$	340.3	$	345.1
All Other		45.1		42.8		43.6
Consolidated Net Sales	$	403.0	$	383.1	$	388.7
Consolidated EBITDA:
Hunting/Shooting Sports	$	50.9	$	51.8	$	68.4
All Other		10.2		5.0		4.6
Consolidated EBITDA	$	61.1	$	56.8	$	73.0
Assets:
Hunting/Shooting Sports	$	212.4	$	194.5	$	222.4
All Other		122.2		137.6		139.5
Consolidated Assets	$	334.6	$	332.1	$	361.9
Capital Expenditures:
Hunting/Shooting Sports	$	6.4	$	3.4	$	14.1
All Other		1.1		0.8		3.3
Consolidated Capital Expenditures	$	7.5	$	4.2	$	17.4

F-25

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

Net Sales by Product Line:

	2002		2001		2000
Firearms	$	194.0	$	185.4	$	184.1
Ammunition		163.9		154.9		161.0
Hunting/Shooting Sports		357.9		340.3		345.1
All Other		45.1		42.8		43.6
Net Sales	$	403.0	$	383.1	$	388.7

Reconciliation of Operating Cash Flow to Consolidated EBITDA (A)

(Dollars in Millions)

	Year ended December 31,
	2002			2001			2000
	(dollars in millions)
Operating Cash Flow	$	21.7		$	50.9		$	22.3
Change in operating Assets and Liabilities		15.2			(20.7	)		21.1
Restructuring		—			—			—
Depreciation & Amortization		(11.9	)		(18.6	)		(18.4	)
Change in accounting principle		(1.4	)		—			—
Loss on PP&E		(0.2	)		(0.4	)		(0.5	)
Provision for retiree benefits		(1.8	)		3.0			(4.5	)
Provision for deferred taxes		(1.6	)		(0.5	)		(0.1	)
Net Income		20.0			13.7			19.9
Depreciation & Amortization (B)		10.0			16.9			16.4
Interest Expense		12.3			15.3			15.6
Provision for Income Taxes		13.9			8.5			12.5
Other noncash charges (C)		1.0			1.1			1.2
Non-recurring and Restructuring Items (D)		2.1			1.3			0.5
Special Payment (E)		1.8			—			6.9
Consolidated EBITDA	$	61.1		$	56.8		$	73.0

Notes:

(A) “Consolidated EBITDA” as presented herein is a measure of our financial performance that is used in the indenture for the Notes. As defined in the indenture, Consolidated EBITDA represents net income adjusted to exclude income taxes, interest expense, and depreciation and amortization, as well as items such as non-cash items, gain or loss on asset sales or write-offs, extraordinary, unusual or nonrecurring items, and certain “special payments” to Remington employees who hold options and deferred shares in respect of Holding common stock, consisting of amounts that are treated as compensation expense by Remington and are paid in connection with payments of dividends to holders of Holding common stock. Consolidated EBITDA is presented because it is one of the measures upon which management assesses the Company’s financial performance, and is a measure of financial performance that is used in the indenture for the Notes to test the permissibility of specified types of transactions. Among other provisions, Consolidated EBITDA is used in the indenture to test whether Remington and its subsidiaries may incur additional debt. Holders of the

F-26

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

Notes may view Consolidated EBITDA as a measure of ability to service debt and of financial performance. While providing useful information, Consolidated EBITDA should not be considered in isolation or as a substitute for consolidated statement of operations and cash flows data prepared in accordance with generally accepted accounting principles and should not be construed as an indication of a company’s operating performance or as a measure of liquidity.

(B) Excludes amortization of deferred financing costs of $1.9 million, $1.7 million and $2.0 million, in 2002, 2001 and 2000, respectively, which is included in interest expense.

(C) Non-cash charges consist of the following: (i) for the year ended December 31, 2000, a $0.5 million loss on disposal of assets, a $0.6 million accrual for executive pension and a $0.1 million expense for other postretirement benefits; (ii) for the year ended December 31, 2001, a $0.4 million loss on disposal of assets, a $0.5 million accrual for executive pension and a $0.2 million retiree benefit accrual; and (iii) for the year ended December 31, 2002, a $0.8 million accrual for retiree benefits and a $0.2 million loss on disposal of assets.

(D) Nonrecurring and restructuring expenses consist of the following: (i) for the year ended December 31, 2000, nonrecurring professional fees of $0.5 million related to establishment of subsidiaries; (ii) for the year ended December 31, 2001, $0.6 million of nonrecurring legal and professional fees and $0.7 million of severance and relocation costs; (iii) for the year ended December 31, 2002, $1.4 million of Cumulative Effect of Change in Accounting Principle, net of tax, and $0.3 million of nonrecurring legal fees and $0.4 million associated with marking redeemable deferred shares to market.

(E) In April 2000, Holding distributed on behalf of Remington a special payment to holders of all stock options and deferred shares of approximately $63.93 per share, in an aggregate amount of $6.1 million. In October 2000, Holding distributed on behalf of Remington a special payment to holders of all stock options and deferred shares of approximately $8.00 per share, in an aggregate amount of $0.8 million. In August 2002, Holding distributed on behalf of Remington a special payment to holders of all stock options and deferred shares of approximately $19.54 per share, in an aggregate amount of $1.8 million. All of these special payments are treated as compensation expense by Remington.

Geographic Information:

	2002		2001		2000
Net Sales:
Domestic	$	374.9	$	356.5	$	363.5
Foreign		28.1		26.6		25.2
Consolidated Net Sales	$	403.0	$	383.1	$	388.7

Of the Company’s Hunting/Shooting Sports revenues approximately 19% in 2002 and 2001, and 18% in 2000 consisted of sales made to a single customer. The Company’s sales to this customer are not governed by a written contract between the parties. Although the Company believes its relationship with this customer is good, the loss of this customer or a substantial reduction in sales to this customer could adversely affect the Company’s financial condition or results of operations. No other single customer comprises greater than or equal to 10% of sales.

F-27

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

Note 20—Quarterly Financial Data (unaudited)

	Quarter
2002	First		Second		Third		Fourth		Total
Sales	$	96.4	$	95.3	$	122.5	$	88.1	$	403.0
Gross Profit		29.6		29.4		36.3		27.1		122.4
Net Income		4.0		4.3		7.3		4.4		20.0

	Quarter
2001	First		Second		Third		Fourth		Total
Sales	$	90.6	$	86.7	$	114.1	$	91.7	$	383.1
Gross Profit		29.7		23.8		30.6		25.7		109.8
Net Income		3.6		1.5		4.4		4.2		13.7

Note 21—Financial Position and Results of Operations of Remington Arms Company, Inc.

The following condensed consolidating financial data provides information regarding the financial position and results of operations of Remington Arms Co, Inc., including Remington’s wholly owned subsidiaries RA Brands, L.L.C. and RA Factors, Inc. Separate financial statements of Holding are not presented because management has determined that they would not be material to holders of the Company’s public securities, the Notes. The Notes are fully and unconditionally guaranteed on a joint and several basis by all of Remington’s subsidiaries. Holding does not have any significant independent operations or assets other than its ownership interest in Remington.

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2002

	Remington		Combined Guarantor Subsidiaries		Eliminations		Remington Arms Co. and Subsidiaries
ASSETS
Current Assets	$	108.7	$	61.1	$	—	$	169.8
Receivable from Remington, Net		—		110.0		110.0		—
Equity method investment in subsidiaries		201.9		—		201.9		—
Noncurrent Assets		115.2		49.6				164.8
Total Assets	$	452.8	$	220.7	$	311.9	$	334.6
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities	$	60.4	$	13.8	$	—	$	74.2
Payable to Holding, Net		1.0		—		—		1.0
Payable to RA Brands, L.L.C., Net		49.4		—		49.4		—
Payable to RA Factors, Inc., Net		59.8		—		59.8		—
Noncurrent Liabilities		143.0		5.0		0.8		147.2
Shareholder’s Equity		112.2		201.9		201.9		112.2
Total Liabilities and Shareholder’s Equity	$	425.8	$	220.7	$	311.9	$	334.6

F-28

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2001

	Remington		Combined Guarantor Subsidiaries		Eliminations		Remington Arms Co., Inc. and Subsidiaries
ASSETS
Current Assets	$	114.2	$	48.5	$	—	$	162.7
Receivable from Remington, Net		—		107.4		107.4		—
Equity method investment in subsidiaries		179.6		—		179.6		—
Receivable from Holding		0.1		—		—		0.1
Noncurrent Assets		122.9		46.4		—		169.3
Total Assets	$	416.8	$	202.3	$	287.0	$	332.1
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities	$	43.5	$	22.7	$	—	$	66.2
Payable to Holding, Net		7.8		—		—		7.8
Payable to RA Brands, L.L.C., Net		40.2		—		40.2		—
Payable to RA Factors, L.L.C., Net		67.2		—		67.2		—
Noncurrent Liabilities		154.5		—		—		154.5
Shareholder’s Equity		103.6		179.6		179.6		103.6
Total Liabilities and Shareholder’s Equity	$	416.8	$	202.3	$	287.0	$	332.1

F-29

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Year Ended December 31, 2002	Remington			Combined Guarantor Subsidiaries		Eliminations		Remington Arms Co., Inc. and Subsidiaries
Sales	$	403.0		$	—	$	—	$	403.0
Gross Profit		122.4			—		—		122.4
Royalty Income (Expense)		(24.3	)		24.3		—		—
Factoring Income (Expense)		(13.8	)		13.8		—		—
Income from Equity Investees		22.3			—		22.3		—
Net Income		20.0			22.3		22.3		20.0

Year Ended December 31, 2001	Remington			Combined Guarantor Subsidiaries		Eliminations		Remington Arms Co., Inc. and Subsidiaries
Sales	$	383.1		$	—	$	—	$	383.1
Gross Profit		109.8			—		—		109.8
Royalty Income (Expense)		(23.0	)		23.0		—		—
Factoring Income (Expense)		(13.2	)		13.2		—		—
Income from Equity Investees		23.1			—		23.1		—
Net Income		13.7			23.1		23.1		13.7

Year Ended December 31, 2000	Remington			Combined Guarantor Subsidiaries		Elimination		Remington Arms Co., Inc. and Subsidiaries
Sales	$	388.7		$	—	$	—	$	388.7
Gross Profit		132.8			—		—		132.8
Royalty Income (Expense)		(14.5	)		14.5		—		—
Factoring Income (Expense)		(6.6	)		6.6		—		—
Income from Equity Investees		14.3			—		14.3		—
Net Income		19.9			14.3		14.3		19.9

F-30

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

December 31, 2002

	Remington			Combined Guarantor Subsidiaries		Eliminations		Remington Arms Co., Inc. and Subsidiaries
Operating Activities
Net Cash Provided (Used) in Operating Activities	$	21.7		$	—	$	—	$	21.7
Investing Activities
Capital Expenditures		(7.5	)		—		—		(7.5	)
Net Cash Used in Investing Activities		(7.5	)		—		—		(7.5	)
Financing Activities
Net Payments under Revolving Credit Facility		(14.0	)		—		—		(14.0	)
Book Overdraft		3.0			—		—		3.0
Principal Payments on Long-Term Debt		(1.1	)		—		—		(1.1	)
Cash dividends paid		(15.1	)		—		—		(15.1	)
Net Cash (Used) Provided in Financing Activities		(27.2	)		—		—		(27.2	)
Increase (Decrease) in Cash and Cash Equivalents		(13.0	)		—		—		(13.0	)
Cash and Cash Equivalents at Beginning of Period		13.3			0.1		—		13.4
Cash and Cash Equivalents at End of Period	$	0.3		$	0.1	$	—	$	0.4

F-31

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

December 31, 2001

	Remington			Combined Guarantor Subsidiaries		Eliminations		Remington Arms Co., Inc. and Subsidiaries
Operating Activities
Net Cash Provided (Used) in Operating Activities	$	50.8		$	0.1	$	—	$	50.9
Investing Activities
Capital Expenditures		(4.2	)		—		—		(4.2	)
Net Cash Used in Investing Activities		(4.2	)		—		—		(4.2	)
Financing Activities
Net Payments under Revolving Credit Facility		(39.5	)		—		—		(39.5	)
Book Overdraft		6.6			—		—		6.6
Principal Payments on Long-Term Debt		(1.4	)		—		—		(1.4	)
Net Payments on Short-Term Debt		(1.4	)		—		—		(1.4	)
Debt Issuance Costs		(0.2	)		—		—		(0.2	)
Proceeds from Issuance Common Stock		—			—		—		—
Net Cash (Used) Provided in Financing Activities		(35.9	)		—		—		(35.9	)
Increase (Decrease) in Cash and Cash Equivalents		10.7			0.1		—		10.8
Cash and Cash Equivalents at Beginning of Period		2.6			—		—		2.6
Cash and Cash Equivalents at End of Period	$	13.3		$	0.1	$	—	$	13.4

F-32

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(dollars in millions, except per share data)

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

December 31, 2000

	Remington			Combined Guarantor Subsidiaries			Eliminations			Remington Arms Co., Inc. and Subsidiaries
Operating Activities
Net Cash (Used) Provided in Operating Activities	$	115.9		$	(93.6	)	$	—		$	22.3
Investing Activities
Investment in Subsidiaries		(93.6	)		—			(93.6	)		—
Capital Expenditures		(17.4	)		—			—			(17.4	)
Net Cash (Used) Provided in Investing Activities		(111.0	)		—			(93.6	)		(17.4	)
Financing Activities
Net Borrowings under Revolving Credit Facility		64.5			—			—			64.5
Cash Dividends Paid, Net of Shareholder Loan Repayments		(55.3	)		—			—			(55.3	)
Book Overdraft		(5.2	)		—			—			(5.2	)
Principal Payments on Long-Term Debt		(29.2	)		—			—			(29.2	)
Net Borrowings on Short-Term Debt		0.4			—			—			0.4
Debt Issuance Costs		(3.7	)		—			—			(3.7	)
Issuance of Common Stock		—			93.6			93.6			—
Net Cash Provided (Used) in Financing Activities		(28.5	)		93.6			93.6			(28.5	)
Increase (Decrease) in Cash and Cash Equivalents		(23.6	)		—			—			(23.6	)
Cash and Cash Equivalents at Beginning of Period		26.2			—			—			26.2
Cash and Cash Equivalents at End of Period	$	2.6		$	—		$	—		$	2.6

F-33

Remington Arms Company, Inc.

Offer to Exchange

its 10½% Senior Notes Due 2011

PROSPECTUS

            , 2003

DEALER PROSPECTUS DELIVERY OBLIGATION

Until            , 2003, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.    INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 145 of the Delaware Corporation Law, as amended, provides in regards to indemnification of directors and officers as follows:

“145 INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS; INSURANCE.—(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

II-1

(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such as director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.”

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).

Article VI of the by-laws of Remington Arms Company Inc. authorizes indemnification of officers and directors in cases of liability if the director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful. In cases involving an action or suit by or in the right of Remington Arms Company Inc. to procure a judgment in its favor, Section 2.01 of the by-laws

II-2

limits indemnification to expenses (including attorneys’ fees) actually and reasonably incurred by such officer or director in the defense or settlement of such action or suit and prohibits indemnification in respect of any claim issue or matter as to which such person has been adjudged liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to the indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.

In addition, Article Sixth (e) of Remington Arms Company, Inc.’s Certificate of Incorporation, as amended, consistent with Section 102(b) of the Delaware Corporation Law, provides in regard to the limitation of liability of directors as follows:

“(e) No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, provided that nothing contained in this Certificate of Incorporation shall eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit.”

The indemnification provided for the Delaware Corporation Law is not exclusive of any other rights of indemnification, and a corporation may maintain insurance against liabilities for which indemnification is not expressly provided by the Delaware Corporation Law.

II-3

ITEM 21.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) List of Exhibits.

Exhibit Number	Description of Document
2.1	Asset Purchase Agreement, dated as of November 24, 1993, among Remington Arms Company, Inc., formerly named RACI Acquisition Corporation (“Remington”), E.I. du Pont de Nemours and Company (“DuPont”) and Sporting Goods Properties, Inc., formerly named Remington Arms Company, Inc. (“Sporting Goods”); previously filed as Exhibit 2.1 to Registration Statement No. 333-4520, 333-4520-01 under the Securities Act of 1933, as amended, filed May 3, 1996 by Holding, and herein incorporated by reference.
2.2	Understanding and Agreement Regarding Product Liability Litigation, dated as of June 1, 1996 between DuPont and Remington; previously filed as Exhibit 2.2 to Amendment No. 2 to Registration Statement No. 333-4520, 333-4520-01 under the Securities Act of 1933, as amended, filed April 23, 1997 by Holding, and herein incorporated by reference.
2.3	Non-Competition Agreement, dated as of December 1, 1993, among DuPont, Sporting Goods and Remington; previously filed as Exhibit 2.3 to Registration Statement No. 333-4520, 333-4520-01 under the Securities Act of 1933, as amended, filed May 3, 1996 by Holding, and herein incorporated by reference.
2.4	Product Liability Services and Defense Coordination Agreement, dated as of December 1, 1993, among DuPont, Sporting Goods and Remington; previously filed as Exhibit 2.4 to Registration Statement No. 333-4520, 333-4520-01 under the Securities Act of 1933, as amended, filed May 3, 1996 by Holding, and herein incorporated by reference.
2.5	Environmental Liability Services Agreement, dated as of December 1, 1993, between DuPont and Remington; previously filed as Exhibit 2.5 to Registration Statement No. 333-4520, 333-4520-01 under the Securities Act of 1933, as amended, filed May 3, 1996 by Holding, and herein incorporated by reference.
3.1	Certificate of Incorporation of Remington, dated October 21, 1993, as amended on November 23, 1993; previously filed as Exhibit 3.3 to Registration Statement No. 33-74194, under the Securities Act of 1933, as amended, filed January 14, 1994 by Holding, and herein incorporated by reference.
3.2	By-laws of Remington (contained in exhibit 10.12).
4.1	Specimen of Holding Class A Common Stock Certificate; previously filed as Exhibit 4.1 to Holding’s Annual Report on Form 10-K, filed March 30, 1998, and herein incorporated by reference.
4.2	Specimen of Holding Class B Common Stock Certificate; previously filed as Exhibit 4.2 to Holding’s Annual Report on Form 10-K, filed March 30, 1998, and herein incorporated by reference.
4.3	Sublease, dated as of March 1, 1987, between S&K Industries, Inc., as lessor, and Remington as assignee of DuPont, as lessee (agreement to furnish such sublease to the Securities and Exchange Commission upon its request); previously filed as Exhibit 4.17 to Holding’s Annual Report on Form l0-K, filed March 30, 1998, and herein incorporated by reference.
4.4	Specimen of 144A Global Note*
4.5	Specimen of Regulation S Global Note*
4.6	Specimen of Global Note for New Notes*
4.7	Indenture, dated as of January 24, 2003 among Remington, RBC Holding, Inc., RA Brands, LLC, RA Factors, Inc. and U.S. Bank National Association with respect to Remington’s 10½% Senior Notes due 2011.*

II-4

Exhibit Number	Description of Document
4.8	Registration Rights Agreement, dated as of January 24, 2003, among Remington, RBC Holding, Inc., RA Brands L.L.C. , RA Factors Inc., Credit Suisse First Boston L.L.C., Goldman Sachs & Co. and Wachovia Securities Inc.*
5.1	Opinion of Debevoise & Plimpton.**

Items in this Section 10 constitute management contracts or compensatory plans or arrangements with the exception of Exhibits 10.1 through 10.29.

10.1	Filed as Exhibit 2.1.
10.2	Filed as Exhibit 2.2.
10.3	Filed as Exhibit 2.3.
10.4	Filed as Exhibit 2.4.
10.5	Filed as Exhibit 2.5.
10.6	Filed as Exhibit 4.3.
10.7	Filed as Exhibit 4.7.
10.8	Purchase Agreement, dated as of January 17, 2003, among Remington, RBC Holding, Inc., RA Brands, L.L.C., RA Factors, Inc., Credit Suisse First Boston LLC, Goldman Sachs & Co., and Wachovia Securities, Inc.*
10.9	Investment Agreement, dated as of December 19, 2002, by and among Holding, C&D Fund IV and BRS Fund II.*
10.10	Amended and Restated Registration and Participation Agreement, dated as of February 12, 2003, by and among BRS Fund II, Holding, C&D Fund IV and Fund IV Distributees, and acknowledged and consented to by Remington.*
10.11	Stock Subscription Agreement, dated as of November 30, 1993, between Holding and the C&D Fund; previously filed as Exhibit 10.15 to Registration Statement No. 333-4520, 333-4520-01 under the Securities Act of 1933, as amended, filed May 3, 1996 by Holding, and herein incorporated by reference.
10.12	Shareholders Agreement, dated as of February 12, 2003, by and among Holding, C&D Fund IV, BRS Fund II and Fund IV Distributees.*
10.13	Indemnification Agreement, dated as of November 30, 1993, among Remington, Holding, Clayton, Dubilier & Rice, Inc. and the C&D Fund; previously filed as Exhibit 10.16 to Registration Statement No. 333-4520, 333-4520-01 under the Securities Act of 1933, as amended, filed May 3, 1996 by Holding, and herein incorporated by reference.
10.14	Indemnification Agreement, dated as of February 12, 2003, among Remington, Holding, Bruckmann, Rosser, Sherrill & Co L.L.C. and BRS Fund II.*
10.15	Second Amended and Restated Consulting Agreement, dated as of February 12, 2003, among Holding, Remington and Clayton, Dubilier & Rice, Inc. and Bruckmann, Rosser, Sherrill & Co., L.L.C.*
10.16	Consulting Agreement, dated as of February 12, 2003, among Holding, Remington and Bruckmann, Rosser, Sherrill & Co. L.L.C. and Clayton, Dubilier & Rice, Inc.*
10.17	Credit Agreement, dated January 24, 2003, among Remington and RA Factors, Inc., Wachovia Bank, National Association, as administrative and collateral Agent, Fleet Capital Corporation, National City Commercial Finance, Inc., and the other Financial Institutions Parties thereto from time to time.*

II-5

Exhibit Number	Description of Document
10.18	Borrower Security Agreement, dated January 24, 2003, between Remington Arms Company, Inc. and Wachovia Bank, National Association, as administrative and collateral agent.*
10.19	Borrower Security Agreement, dated January 24, 2003, between RA Factors, Inc. and Wachovia Bank, National Association, as administrative and collateral agent.*
10.20	Subsidiary Security Agreement, dated as of January 24, 2003, between RA Brands, L.L.C. and Wachovia Bank, National Association, as administrative and collateral agent.*
10.21	Subsidiary Security Agreement, dated January 24, 2003, between RBC Holding, Inc. and Wachovia Bank, National Association, as administrative and collateral agent.*
10.22	Pledge Agreement, dated January 24, 2003, between RA Brands, L.L.C. and Wachovia Bank, National Association, as administrative and collateral agent.*
10.23	Pledge Agreement, dated January 24, 2003, between Remington Arms Company, Inc. and Wachovia Bank, National Association, as administrative and collateral agent.*
10.24	Pledge Agreement, dated January 24, 2003, between RBC Holding, Inc. and Wachovia Bank, National Association, as administrative and collateral agent.*
10.25	Pledge Agreement, dated January 24, 2003, between RACI Holding, Inc. and Wachovia Bank, National Association, as administrative and collateral agent.*
10.26	Patent and Trademark Security Agreement, dated January 24, 2003, between RA Brands, L.L.C. and Wachovia Bank, National Association, as administrative and collateral agent.*
10.27	Subsidiary Guaranty, dated January 24, 2003, between RA Brands, L.L.C. and Wachovia Bank, National Association, as administrative and collateral agent.*
10.28	Subsidiary Guaranty, dated January 24, 2003, between RBC Holding, Inc. and Wachovia Bank, National Association, as administrative and collateral agent.*
10.29	Contribution Agreement, dated January 24, 2003, by and among Remington Arms Company, Inc., RA Factors, Inc., RA Brands, L.L.C., and RBC Holding, Inc., and Wachovia Bank, National Association, as administrative and collateral agent.*
10.30	RACI Holding, Inc. 1994 Directors’ Stock Plan, adopted on June 2, 1994; previously filed as Exhibit 10.18 to Registration Statement No. 333-4520, 333-4520-01 under the Securities Act of 1933, as amended, filed May 3, 1996 by Holding, and herein incorporated by reference.
10.31	RACI Holding, Inc. Stock Purchase Plan, adopted on June 2, 1994; previously filed as Exhibit 10.19 to Registration Statement No. 333-4520, 333-4520-01 under the Securities Act of 1933, as amended, filed May 3, 1996, and herein incorporated by reference.
10.32	Amended and Restated RACI Holding, Inc. Stock Option Plan, adopted as of July 17, 1995; previously filed as Exhibit 10.20 to Registration Statement No. 333-4520, 333-4520-01 under the Securities Act of 1933, as amended, filed May 3, 1996 by Holding, and herein incorporated by reference.
10.33	Amendment No. 1, effective as of July 22, 1996, to the Amended and Restated RACI Holding, Inc. Stock Option Plan referred to as Exhibit 10.25 above; previously filed as Exhibit 10.25 to Amendment No. 1 to Registration Statement No. 333-4520, 333-4520-01 under the Securities Act of 1933, as amended, filed January 10, 1997 by Holding, and herein incorporated by reference.
10.34	Form of Management Stock Option Agreement; previously filed as Exhibit 10.21 to Registration Statement No. 333-4520, 333-4520-01 under the Securities Act of 1933, as amended, filed May 3, 1996 by Holding, and herein incorporated by reference.

II-6

Exhibit Number	Description of Document
10.35	RACI Holding, Inc. Director Stock Purchase Plan, adopted on July 22, 1997; previously filed as Exhibit 10.1 by Holding in its Form 10-Q for the quarter ended September 30, 1997, and herein incorporated by reference.
10.36	Form of Director Stock Subscription Agreement; previously filed as Exhibit 10.2 by Holding in its Form 10-Q for the quarter ended September 30, 1997, and herein incorporated by reference.
10.37	RACI Holding, Inc. Director Stock Option Plan, adopted on July 22, 1996; previously filed as Exhibit 10.27 to Amendment No. 1 to Registration Statement No. 333-4520, 333-4520-01 under the Securities Act of 1933, as amended, filed January 10, 1997 by Holding, and herein incorporated by reference.
10.38	Form of Executive Employment Agreement; previously filed as Exhibit 10.34 to Holding’s Annual Report on Form 10-K, filed March 30, 1999, and herein incorporated by reference.
10.39	Director Stock Subscription Agreement; previously filed as Exhibit 10.1 to Holding’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 1999, and herein incorporated by reference.
10.40	Director Matching Deferred Share Award Agreement; previously filed as Exhibit 10.2 to Holding’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 1999, and herein incorporated by reference.
10.41	1999 RACI, Holding, Inc. Stock Incentive Plan; previously filed as Exhibit 10.3 to the Holding’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 1999, and herein incorporated by reference.
10.42	Form of Management Stock Subscription Agreement; previously filed as Exhibit 10.4 to Holding’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 1999, and herein incorporated by reference.
10.43	Form of Management Stock Subscription Agreement—Performance Option; previously filed as Exhibit 10.5 to Holding’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 1999, and herein incorporated by reference.
10.44	Form of Management Stock Subscription Agreement—Service Option; previously filed as Exhibit 10.6 to Holding’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 1999, and herein incorporated by reference.
10.45	Form of Stock Purchase Right Deferred Share Award Agreement; previously filed as Exhibit 10.7 to Holding’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 1999, and herein incorporated by reference.
10.46	Form of Matching Deferred Share Award Agreement; previously filed as Exhibit 10.8 to Holding’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 1999, and herein incorporated by reference.
10.47	Profit Based Bonus Plan; previously filed as Exhibit 10.11 to Holding’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 1999, and herein incorporated by reference.
10.48	Form of Management Stock Subscription Agreement; previously filed as Exhibit 10.46 to Holding’s Annual Report on Form 10-K, filed March 8, 2002, and herein incorporated by reference.
10.49	Form of Management Stock Option Agreement; previously filed as Exhibit 10.47 to Holding’s Annual Report on Form 10-K, filed March 8, 2002, and herein incorporated by reference.
10.50	Form of Deferred Share Award Agreement; previously filed as Exhibit 10.48 to Holding’s Annual Report on Form 10-K, filed March 8, 2002, and herein incorporated by reference.
10.51	Retirement Agreement, dated as of March 31, 2003 by and among Remington, Holding and Robert L. Euritt.*
10.52	Share Repurchase Agreement, dated as of March 31, 2003 between Holding and Robert L, Euritt.*
12.1	Statement Re: Computation of Ratio of Earnings to Fixed Charges.*

II-7

Exhibit Number	Description of Document
21.1	List of Subsidiaries.*
23.1	Consent of PricewaterhouseCoopers LLP as Independent Accountants of the Registrant.*
23.2	Consent of Debevoise & Plimpton (contained in Exhibit 5.1).**
24.1	Powers of Attorney (contained on signature pages).
25.1	Statement of Eligibility of U.S. Bank National Association on Form T-1.*
99.1	Reconciliation of Operating Cash Flow to Consolidated EBITDA.*
99.2	Form of Letter of Transmittal.*
99.3	Form of Notice of Guaranteed Delivery.*
99.4	Form of Instruction to Registered Holder and/or Book Entry Transfer Participant from Beneficial Owner for Tender of 10½% Senior Notes due 2011 for registered 10½% Senior Notes due 2011.*

  * Filed herewith

** To be filed by subsequent amendment

II-8

ITEM 22.    UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(5) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(6) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Madison, State of North Carolina, on March 31, 2003.

REMINGTON ARMS COMPANY, INC.
By:	/S/  THOMAS L. MILLNER
	Name:	Thomas L. Millner
	Title:	Chief Executive Officer, President and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas L. Millner, Mark A. Little and Leon J. Hendrix, Jr., jointly and severally, as his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and reform each and every act and thing requisite or necessary to be done in and about the premises, as person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/  THOMAS L. MILLNER Thomas L. Millner	Chief Executive Officer, President and Director	March 31, 2003
/S/  MARK A. LITTLE Mark A. Little	Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer	March 31, 2003
/S/  LEON J. HENDRIX, JR. Leon J. Hendrix, Jr.	Chairman and Director	March 31, 2003
/S/  B. CHARLES AMES B. Charles Ames	Director	March 31, 2003
/S/  MICHAEL G. BABIARZ Michael G. Babiarz	Director	March 31, 2003
/S/  BOBBY R. BROWN Bobby R. Brown	Director	March 31, 2003
/S/  RICHARD A. GILLELAND Richard A. Gilleland	Director	March 31, 2003

II-10

Signature	Title	Date
/S/  RICHARD E. HECKERT Richard E. Heckert	Director	March 31, 2003
Hubbard C. Howe	Director
/S/  THOMAS E. IRELAND Thomas E. Ireland	Director	March 31, 2003
/S/  HAROLD O. ROSSER Harold O. Rosser	Director	March 31, 2003
/S/  H. NORMAN SCHWARZKOPF H. Norman Schwarzkopf	Director	March 31, 2003
/S/  STEPHEN C. SHERRILL Stephen C. Sherrill	Director	March 31, 2003

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Madison, State of North Carolina, on March 31, 2003.

RA BRANDS, L.L.C.
By:	/S/    THOMAS L. MILLNER
	Name:	Thomas L. Millner
	Title:	President and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas L. Millner, Mark A. Little and Leon J. Hendrix, Jr., jointly and severally, as his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and reform each and every act and thing requisite or necessary to be done in and about the premises, as person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS L. MILLNER Thomas L. Millner	President and Director	March 31, 2003
/S/    MARK A. LITTLE Mark A. Little	Vice President and Director	March 31, 2003
/S/    KIMBERLY A. BROWN Kimberly A. Brown	Secretary, Treasurer and Director	March 31, 2003

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Madison, State of North Carolina, on March 31, 2003.

RA FACTORS, INC.
By:	/S/    MARK A. LITTLE
	Name:	Mark A. Little
	Title:	President and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas L. Millner, Mark A. Little and Leon J. Hendrix, Jr., jointly and severally, as his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and reform each and every act and thing requisite or necessary to be done in and about the premises, as person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MARK A. LITTLE Mark A. Little	President and Director	March 31, 2003
/S/    KIMBERLY A. BROWN Kimberly A. Brown	Vice President and Director	March 31, 2003
/S/    GARY CHAPMAN Gary Chapman	Secretary, Treasurer and Director	March 31, 2003

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Madison, State of North Carolina, on March 31, 2003.

RBC HOLDING, INC.
By:	/S/    THOMAS L. MILLNER
	Name:	Thomas L. Millner
	Title:	President and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas L. Millner, Mark A. Little and Leon J. Hendrix, Jr., jointly and severally, as his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and reform each and every act and thing requisite or necessary to be done in and about the premises, as person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    THOMAS L. MILLNER Thomas L. Millner	President and Director	March 31, 2003
/S/    MARK A. LITTLE Mark A. Little	Vice President and Director	March 31, 2003
/S/    KIMBERLY A. BROWN Kimberly A. Brown	Secretary, Treasurer and Director	March 31, 2003

II-14

EX-4.4

                                                                     EXHIBIT 4.4

                                 (Face of Note)

                                                          CUSIP/CINS:  759576AC5

                     10-1/2% Series A Senior Notes due 2011

No. 1                                                        $199,300,000.00

                          REMINGTON ARMS COMPANY, INC.

promises to pay to Cede & Co.

or registered assigns,

the principal sum of ONE HUNDRED NINETY NINE MILLION THREE HUNDRED THOUSAND
DOLLARS AND NO CENTS

________________________________

Dollars on  February 1, 2011.

Interest Payment Dates:  June 1 and December 1

Record Dates:  May 15 and  November 15

                                           Dated:

                                           REMINGTON ARMS COMPANY, INC.


                                               /s/ Thomas L. Millner
                                           By: ____________________________
                                                Name:  Thomas L. Millner
                                                Title: President and
                                                       Chief Executive Officer

                                               /s/ Mark A. Little
                                           By: ____________________________
                                                Name:  Mark A. Little
                                                Title: Executive Vice
                                                       President, Chief
                                                       Financial Officer,
                                                       Chief Administrative
                                                       Officer and
                                                       Treasurer

                                      A-1-1



This is one of the Notes referred
to in the within-mentioned Indenture:

U.S. Bank National Association,
 as Trustee


    /s/  R. Prokosch
By: ___________________________
    Authorized Signatory

                                      A-1-2



                                 (Back of Note)

                     10-1/2% Series A Senior Notes due 2011

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") AND HAS NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS,
AND THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A")) OR (B) IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AND (2)
AGREES FOR THE BENEFIT OF THE ISSUER HEREOF THAT (A) THIS NOTE MAY BE OFFERED,
RESOLD, ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED ONLY (I) INSIDE
THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (X) PURSUANT TO CLAUSE (II) OR (III)
TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (Y) IN THE CASE OF ANY OF THE
FOREGOING CLAUSES (I) THROUGH (IV), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN
THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY

                                      A-1-3



THE TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF
THE RESALE RESTRICTIONS REFERRED TO ABOVE.

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1.   Interest. Remington Arms Company, Inc., a Delaware corporation
(the "Company"), promises to pay interest on the principal amount of this Note
at 10-1/2% per annum from the date hereof until maturity and shall pay the
Additional Interest, if any, payable pursuant to Section 6 of the Registration
Rights Agreement referred to below. The Company will pay interest and Additional
Interest semi-annually on June 1 and December 1 of each year, or if any such day
is not a Business Day, on the next succeeding Business Day (each an "Interest
Payment Date"). Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date with respect to the Notes issued on the Issue
Date shall be June 1, 2003. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

          2.   Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest to the Persons who are
registered Holders of Notes at the close of business on the May 15 or November
1, next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Additional Interest, if
any, and interest at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the option of
the Company, payment of interest and Additional Interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and Additional
Interest on, all Global Notes and all other Notes the Holders of which shall
have provided wire transfer instructions to the Company or the Paying Agent.
Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.

          3.   Paying Agent and Registrar. Initially, U.S. Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of the Guarantors may act in any such
capacity.

          4.   Indenture. The Company issued the Notes under an Indenture dated
as of January 24, 2003 ("Indenture"), by and among the Company, the Guarantors
and the Trustee. This Note is one of a duly authorized issue of the Company
designated as its 10 1/2% Senior Notes due 2011, which may be issued under the
Indenture. The Company shall be entitled to issue Additional Notes pursuant to
the Indenture. The Notes, any Additional Notes and any Exchange Securities
issued in accordance with the Indenture are treated as a single class of
securities under the Indenture. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb).

                                      A-1-4



The Notes are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. To the extent any
provision of this Note is inconsistent with or conflicts with the provisions of
the Indenture, the provisions of the Indenture shall govern and be controlling.
The Notes are senior unsecured obligations of the Company.

          5.   Optional Redemption.

          (a)  The Notes shall be subject to redemption at any time on or after
February 1, 2007, at the option of the Company, in whole or in part (which
includes Additional Notes if any), in amounts of $1,000 or an integral multiple
thereof at the following redemption prices (expressed as percentages of the
principal amount), if redeemed during the 12-month period beginning February 1
of the years indicated below:

            Year                            Percentage
            ----                            ----------
            2007.......................        105.250%
            2008.......................        102.625%
            2009 and thereafter........        100.000%

and thereafter at 100% of the principal amount, in each case together with
accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on relevant record dates to receive interest due on
relevant interest payment dates).

          (b)  Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time and from time to time prior to February 1, 2006, the
Company at its option may redeem Notes in an aggregate principal amount equal to
up to 35% of the original aggregate principal amount of the Notes (including the
principal amount of any Additional Notes), with funds in an aggregate amount
(the "Redemption Amount") not exceeding the aggregate proceeds of one or more
Equity Offerings at a redemption price (expressed as a percentage of principal
amount thereof) of 110.5% plus accrued interest, if any, to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that an aggregate principal amount of Notes equal to at least 65% of the
original aggregate principal amount of the Notes (including the principal amount
of any Additional Notes) must remain outstanding after each such redemption.

          (c)  Any such redemption and notice may, in the Company's discretion,
be subject to the satisfaction of one or more conditions precedent, as more
fully described in the Indenture.

          6.   Repurchase At Option of Holder.

          (a)  If a Change of Control shall occur at any time, then each Holder
of Notes shall have the right to require that the Company purchase such Holder's
Notes, in whole or in part, in integral multiples of $1,000, at a purchase price
(the "Change of Control Purchase Price") in cash in an amount equal to 101% of
the principal amount of such Notes, plus accrued and unpaid interest and
Additional Interest, if any, to the date of purchase (the "Change of Control
Purchase Date"), pursuant to the offer described below (the "Change of Control
Offer") and the other procedures set forth in the Indenture; provided, however,
that the Company shall not be obligated to repurchase Notes pursuant to this
Paragraph 6in the event that it has exercised its right to redeem all of the
Notes pursuant to Section 3.07 of the Indenture..

                                      A-1-5



          (b)  If the Company or any of its Subsidiaries consummate an Asset
Sale, to the extent provided in the Indenture, the Company may be required to
make an offer to all Holders of Notes (an "Offer") pursuant to Section 4.07 of
the Indenture to purchase Notes at an offer price in cash in an amount equal to
100% of the principal amount thereof plus accrued and unpaid interest and
Additional Interest thereon, if any, to the date of purchase in accordance with
the procedures set forth in the Indenture. Holders of Notes may elect to have
such Notes purchased by completing the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Notes.

          7.   Notice of Redemption. At least 30 days but not more than 60 days
before a redemption date, the Company shall mail or cause to be mailed, by first
class mail, a notice of redemption to each Holder whose Notes are to be redeemed
at its registered address. Notes in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000, unless all of the Notes
held by a Holder are to be redeemed. On and after the redemption date interest
ceases to accrue on Notes or portions thereof called for redemption.

          8.   Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before
the mailing of a notice of redemption or during the period between a record date
and the corresponding Interest Payment Date.

          9.   Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

          10.  Amendment, Supplement and Waiver. Subject to certain exceptions
and conditions, (i) the Indenture may be amended with the consent of the Holders
of greater than 50% in aggregate principal amount of the then outstanding Notes
and (ii) any past Default, Event of Default or compliance with any provisions
may be waived with the consent of the Holders of greater than 50% in aggregate
principal amount of the then outstanding Notes (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, the Notes). In certain instances provided in the Indenture, the
Indenture may be amended without the consent of any Holder.

          11.  Defaults and Remedies. If an Event of Default with respect to the
Notes occurs and is continuing, the Notes may be declared
due and payable immediately in the manner and with the effect provided in the
Indenture.

          12.  Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          13.  No Recourse Against Others. A director, officer, employee,
incorporator, stockholder or member, as such, of the Company, any Guarantor or
any other obligor on the Notes shall not have any liability for any obligations
of the Company, any Guarantor or any other obligor, as the case may be, under
the Notes, the Indenture or any Note Guarantee or for any claim based on, in

                                      A-1-6



respect of or by reason of such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

          14.  Authentication. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          15.  Abbreviations. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          16.  Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of January 24, 2003, by and among the Company, the Guarantors
and the parties named on the signature pages thereof (the "Registration Rights
Agreement").

          17.  CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

                                      A-1-7



          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

               Remington Arms Company, Inc.
               870 Remington Drive
               P.O. Box 700
               Madison, North Carolina 27025-0700
               Attention: Chief Financial Officer

                                      A-1-8



                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to
________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

________________________________________________________________________________

Date:
      ---------------------

                                   Your Signature:
                                                   -----------------------------
                                                   (Sign exactly as your name
                                                   appears on the face of this
                                                   Note)

                                   Signature Guarantee:
                                                        ------------------------

                                      A-1-9



                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.06 or 4.07 of the Indenture, check the box below:

          [ ] Section 4.06      [ ] Section 4.07

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.06 or Section 4.07 of the Indenture, state the
amount you elect to have purchased:

$
 ------------------

Date:
      --------------------

                                   Your Signature:
                                                   -----------------------------
                                                   (Sign exactly as your name
                                                   appears on the Note)

                                   Tax Identification No.:
                                                           ---------------------

                                   Signature Guarantee:
                                                        ------------------------

                                     A-1-10



              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:



                Amount of         Amount of       Principal Amount
               decrease in       increase in        of this Global         Signature of
            Principal Amount   Principal Amount     Note following     authorized officer
 Date of     of this Global     of this Global    such decrease (or       of Trustee or
 Exchange         Note              Note              increase)          Note Custodian
- ---------   ----------------   ----------------   -----------------    ------------------
                                                           


                                     A-1-11

EX-4.5

                                                                     EXHIBIT 4.5

                  (Face of Regulation S Temporary Global Note)

                                                           CUSIP/CINS: U75957AB3

                     10-1/2% Series A Senior Notes due 2011

No. 2                                                                $700,000.00

                          REMINGTON ARMS COMPANY, INC.

promises to pay to Cede & Co.

or registered assigns,

the principal sum of SEVEN HUNDRED THOUSAND DOLLARS AND NO CENTS

______________________________________________

Dollars on February 1, 2011.

Interest Payment Dates:  June 1 and December 1

Record Dates:  May 15 and  November 15

                                              Dated:

                                              REMINGTON ARMS COMPANY, INC.


                                                  /s/ Thomas L. Millner
                                              By: ______________________________
                                                  Name:  Thomas L. Millner
                                                  Title: President and Chief
                                                         Executive Officer


                                                  /s/ Mark A. Little
                                              By: ______________________________
                                                  Name:  Mark A. Little
                                                  Title: Executive Vice
                                                         President, Chief
                                                         Financial Officer,
                                                         Chief Administrative
                                                         Officer and Treasurer

                                      A-2-1




This is one of the Notes referred
to in the within-mentioned Indenture:

U.S. Bank National Association,
 as Trustee


    /s/ R. Prokosch
By: __________________________________
    Authorized Signatory

                                      A-2-2



                  (Back of Regulation S Temporary Global Note)

                     10-1/2% Series A Senior Notes due 2011

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") AND HAS NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS,
AND THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A")) OR (B) IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AND (2)
AGREES FOR THE BENEFIT OF THE ISSUER HEREOF THAT (A) THIS NOTE MAY BE OFFERED,
RESOLD, ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED ONLY (I) INSIDE
THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY

                                      A-2-3



APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND SUBJECT TO THE
COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (X)
PURSUANT TO CLAUSE (II) OR (III) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND (Y) IN THE CASE OF ANY OF THE FOREGOING CLAUSES (I) THROUGH (IV), TO REQUIRE
THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY AND THE
TRUSTEE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1.   Interest. Remington Arms Company, Inc., a Delaware corporation
(the "Company"), promises to pay interest on the principal amount of this Note
at 10-1/2% per annum from the date hereof until maturity and shall pay the
Additional Interest, if any, payable pursuant to Section 6 of the Registration
Rights Agreement referred to below. The Company will pay interest and Additional
Interest semi-annually on June 1 and December 1 of each year, or if any such day
is not a Business Day, on the next succeeding Business Day (each an "Interest
Payment Date"). Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of
interest, and if this Note is authenticated between a record date referred to on
the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date with respect to the Notes issued on the Issue
Date shall be June 1, 2003. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

          2.   Method of Payment. The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest to the Persons who are
registered Holders of Notes at the close of business on the May 15 or November
15, next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Additional Interest, if
any, and interest at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the option of
the Company, payment of interest and Additional Interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and Additional
Interest on, all Global Notes and all other Notes the Holders of which shall
have provided wire transfer instructions to the Company or the Paying Agent.
Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.

          3.   Paying Agent and Registrar. Initially, U.S. Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of the Guarantors may act in any such
capacity.

                                      A-2-4



          4.   Indenture. The Company issued the Notes under an Indenture dated
as of January 24, 2003 ("Indenture"), by and among the Company, the Guarantors
and the Trustee. This Note is one of a duly authorized issue of Notes of the
Company designated as its 10-1/2% Senior Notes due 2011, which may be issued
under the Indenture. The Company shall be entitled to issue Additional Notes
pursuant to the Indenture. The Notes, any Additional Notes and any Exchange
Securities issued in accordance with the Indenture are treated as a single class
of securities under the Indenture. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note is inconsistent with or conflicts with the provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. The Notes are
senior unsecured obligations of the Company.

          5.   Optional Redemption.

          (a)  The Notes shall be subject to redemption at any time on or after
February 1, 2007, at the option of the Company, in whole or in part (which
includes Additional Notes, if any), in amounts of $1,000 or an integral multiple
thereof at the following redemption prices (expressed as percentages of the
principal amount), if redeemed during the 12-month period beginning February 1
of the years indicated below:

             Year                                  Percentage
             ----                                  ----------
             2007.......................              105.250%
             2008.......................              102.625%
             2009 and thereafter........              100.000%

and thereafter at 100% of the principal amount, in each case together with
accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on relevant record dates to receive interest due on
relevant interest payment dates).

          (b)  Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time and from time to time prior to February 1, 2006, the
Company at its option may redeem Notes in an aggregate principal amount equal to
up to 35% of the original aggregate principal amount of the Notes (including the
principal amount of any Additional Notes), with funds in an aggregate amount
(the "Redemption Amount") not exceeding the aggregate proceeds of one or more
Equity Offerings at a redemption price (expressed as a percentage of principal
amount thereof) of 110.5% plus accrued interest, if any, to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that an aggregate principal amount of Notes equal to at least 65% of the
original aggregate principal amount of the Notes (including the principal amount
of any Additional Notes) must remain outstanding after each such redemption.

          (c)  Any such redemption and notice may, in the Company's discretion,
be subject to the satisfaction of one or more conditions precedent, as more
fully described in the Indenture.

                                      A-2-5



          6.   Repurchase At Option of Holder.

          (a)  If a Change of Control shall occur at any time, then each Holder
of Notes shall have the right to require that the Company purchase such Holder's
Notes, in whole or in part, in integral multiples of $1,000, at a purchase price
(the "Change of Control Purchase Price") in cash in an amount equal to 101% of
the principal amount of such Notes, plus accrued and unpaid interest and
Additional Interest, if any, to the date of purchase (the "Change of Control
Purchase Date"), pursuant to the offer described below (the "Change of Control
Offer") and the other procedures set for in the Indenture; provided, however,
that the Company shall not be obligated to repurchase Notes pursuant to this
Paragraph 6 in the event that it has exercised its right to redeem all of the
Notes pursuant to Section 3.07 of the Indenture.

          (b)  If the Company or any of its Subsidiaries consummate an Asset
Sale, to the extent provided in the Indenture, the Company may be required to
make an offer to all Holders of Notes (an "Offer") pursuant to Section 4.07 of
the Indenture to purchase Notes at an offer price in cash in an amount equal to
100% of the principal amount thereof plus accrued and unpaid interest and
Additional Interest thereon, if any, to the date of purchase in accordance with
the procedures set forth in the Indenture. Holders of Notes may elect to have
such Notes purchased by completing the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Notes.

          7.   Notice of Redemption. At least 30 days but not more than 60 days
before a redemption date, the Company shall mail or cause to be mailed, by first
class mail, a notice of redemption to each Holder whose Notes are to be redeemed
at its registered address. Notes in denominations larger than $1,000 may be
redeemed in part but only in whole multiples of $1,000, unless all of the Notes
held by a Holder are to be redeemed. On and after the redemption date interest
ceases to accrue on Notes or portions thereof called for redemption.

          8.   Denominations, Transfer, Exchange. The Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before
the mailing of a notice of redemption or during the period between a record date
and the corresponding Interest Payment Date.

          9.   Persons Deemed Owners. The registered Holder of a Note may be
treated as its owner for all purposes.

          10.  Amendment, Supplement and Waiver. Subject to certain exceptions
and conditions, (i) the Indenture may be amended with the consent of the Holders
of greater than 50% in aggregate principal amount of the then outstanding Notes
and (ii) any past Default, Event of Default or compliance with any provisions
may be waived with the consent of the Holders of greater than 50% in aggregate
principal amount of the then outstanding Notes (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, the Notes). In certain instances provided in the Indenture, the
Indenture may be amended without the consent of any Holder.

                                      A-2-6



          11.  Defaults and Remedies. If an Event of Default with respect to the
Notes occurs and is continuing, the Notes may be declared due and payable
immediately in the manner and with the effect provided in the Indenture.

          12.  Trustee Dealings with Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

          13.  No Recourse Against Others. A director, officer, employee,
incorporator, stockholder or member, as such, of the Company, any Guarantor or
any other obligor on the Notes shall not have any liability for any obligations
of the Company, any Guarantor or any other obligor, as the case may be, under
the Notes, the Indenture or any Note Guarantee or for any claim based on, in
respect of or by reason of such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

          14.  Authentication. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent.

          15.  Abbreviations. Customary abbreviations may be used in the name of
a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

          16.  Additional Rights of Holders of Restricted Global Notes and
Restricted Definitive Notes. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of January 24, 2003, by and among the Company, the Guarantors
and the parties named on the signature pages thereof (the "Registration Rights
Agreement").

          17.  CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

               Remington Arms Company, Inc.
               870 Remington Drive
               P.O. Box 700
               Madison, North Carolina 27025-0700
               Attention: Chief Financial Officer

                                      A-2-7



                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________

to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

________________________________________________________________________________

Date: ____________________


                                    Your Signature: ____________________________
                                                    (Sign exactly as your name
                                                    appears on the face of this
                                                    Note)

                                    Signature Guarantee: _______________________

                                      A-2-8



                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.06 or 4.07 of the Indenture, check the box below:

          [ ] Section 4.06          [ ] Section 4.07

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.06 or Section 4.07 of the Indenture, state the
amount you elect to have purchased:

$
 ________________

Date: ______________


                                    Your Signature: ____________________________
                                                    (Sign exactly as your name
                                                    appears on the Note)

                                    Tax Identification No.: ____________________

                                    Signature Guarantee: _______________________

                                      A-2-9



              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:



                Amount of           Amount of      Principal Amount
              decrease in          increase in      of this Global         Signature of
            Principal Amount    Principal Amount    Note following      authorized officer
 Date of     of this Global      of this Global    such decrease (or       of Trustee or
 Exchange         Note                Note             increase)          Note Custodian
- ---------   ----------------    ----------------   -----------------    ------------------
                                                            


                                     A-2-10

EX-4.6

                                                                     Exhibit 4.6

                                 (Face of Note)

                                                           CUSIP/CINS: [       ]


                     10-1/2% Series A Senior Notes due 2011

No. [     ]                                                            $[      ]


                          REMINGTON ARMS COMPANY, INC.
                          ----------------------------

promises to pay to Cede & Co.

or registered assigns,

the principal sum of [                                ]

- ----------------------------------------------

Dollars on  February 1, 2011.

Interest Payment Dates:  June 1 and December 1

Record Dates:  May 15 and  November 15

                                      Dated:

                                      REMINGTON ARMS COMPANY, INC.

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


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




                                     A-1-1



This is one of the Notes referred
to in the within-mentioned Indenture:

U.S. Bank National Association,
   as Trustee

By:
       ----------------------------------------
       Authorized Signatory



                                     A-1-2



                                 (Back of Note)

                     10-1/2% Series A Senior Notes due 2011

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1. Interest. Remington Arms Company, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 10-1/2% per annum from the date hereof until maturity. The Company
will pay interest semi-annually on June 1 and December 1 of each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Notes will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; provided, further, that
the first Interest Payment Date with respect to the Notes issued on the Issue
Date shall be June 1, 2003. Interest will be computed on the basis of a 360-day
year of twelve 30-day months.

                  2. Method of Payment. The Company will pay interest on the
Notes (except defaulted interest) to the Persons who are registered Holders of
Notes at the close of business on the May 15 or November 1, next preceding the
Interest Payment Date, even if such Notes are canceled after such record date
and on or before such Interest Payment Date, except as provided in Section 2.12
of the Indenture with respect to defaulted interest. The Notes will be payable
as to principal, premium and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest and premium on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

                  3. Paying Agent and Registrar. Initially, U.S. Bank National
Association, the Trustee under the Indenture, will act as Paying Agent and
Registrar. The Company may change any

                                     A-1-3



Paying Agent or Registrar without notice to any Holder. The Company or any of
the Guarantors may act in any such capacity.

                  4. Indenture. The Company issued the Notes under an Indenture
dated as of January 24, 2003 ("Indenture"), by and among the Company, the
Guarantors and the Trustee. This Note is one of a duly authorized issue of the
Company designated as its 10 1/2% Senior Notes due 2011, which may be issued
under the Indenture. The Company shall be entitled to issue Additional Notes
pursuant to the Indenture. The Notes, any Additional Notes and any Exchange
Securities issued in accordance with the Indenture are treated as a single class
of securities under the Indenture. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note is inconsistent with or conflicts with the provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. The Notes are
senior unsecured obligations of the Company.

                  5. Optional Redemption.

                  (a) The Notes shall be subject to redemption at any time on or
after February 1, 2007, at the option of the Company, in whole or in part (which
includes Additional Notes if any), in amounts of $1,000 or an integral multiple
thereof at the following redemption prices (expressed as percentages of the
principal amount), if redeemed during the 12-month period beginning February 1
of the years indicated below:

          Year                                  Percentage
          ----                                  ----------
          2007 .......................          105.250%
          2008 .......................          102.625%
          2009 and thereafter ........          100.000%

and thereafter at 100% of the principal amount, in each case together with
accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on relevant record dates to receive interest due on
relevant interest payment dates).

                  (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time and from time to time prior to February 1, 2006, the
Company at its option may redeem Notes in an aggregate principal amount equal to
up to 35% of the original aggregate principal amount of the Notes (including the
principal amount of any Additional Notes), with funds in an aggregate amount
(the "Redemption Amount") not exceeding the aggregate proceeds of one or more
Equity Offerings at a redemption price (expressed as a percentage of principal
amount thereof) of 110.5% plus accrued interest, if any, to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that an aggregate principal amount of Notes equal to at least 65% of the
original aggregate principal amount of the Notes (including the principal amount
of any Additional Notes) must remain outstanding after each such redemption.

                  (c) Any such redemption and notice may, in the Company's
discretion, be subject to the satisfaction of one or more conditions precedent,
as more fully described in the Indenture.

                                     A-1-4



                  6. Repurchase At Option of Holder.

                  (a) If a Change of Control shall occur at any time, then each
Holder of Notes shall have the right to require that the Company purchase such
Holder's Notes, in whole or in part, in integral multiples of $1,000, at a
purchase price (the "Change of Control Purchase Price") in cash in an amount
equal to 101% of the principal amount of such Notes, plus accrued and unpaid
interest to the date of purchase (the "Change of Control Purchase Date"),
pursuant to the offer described below (the "Change of Control Offer") and the
other procedures set forth in the Indenture; provided, however, that the Company
shall not be obligated to repurchase Notes pursuant to this Paragraph 6in the
event that it has exercised its right to redeem all of the Notes pursuant to
Section 3.07 of the Indenture

                  (b) If the Company or any of its Subsidiaries consummate an
Asset Sale, to the extent provided in the Indenture, the Company may be required
to make an offer to all Holders of Notes (an "Offer") pursuant to Section 4.07
of the Indenture to purchase Notes at an offer price in cash in an amount equal
to 100% of the principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date of purchase in accordance with the procedures set
forth in the Indenture. Holders of Notes may elect to have such Notes purchased
by completing the form entitled "Option of Holder to Elect Purchase" on the
reverse of the Notes.

                  7. Notice of Redemption. At least 30 days but not more than 60
days before a redemption date, the Company shall mail or cause to be mailed, by
first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address. Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date
interest ceases to accrue on Notes or portions thereof called for redemption.

                  8. Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before the mailing of a notice of redemption or during the
period between a record date and the corresponding Interest Payment Date.

                  9. Persons Deemed Owners. The registered Holder of a Note may
be treated as its owner for all purposes.

                  10. Amendment, Supplement and Waiver. Subject to certain
exceptions and conditions, (i) the Indenture may be amended with the consent of
the Holders of greater than 50% in aggregate principal amount of the then
outstanding Notes and (ii) any past Default, Event of Default or compliance with
any provisions may be waived with the consent of the Holders of greater than 50%
in aggregate principal amount of the then outstanding Notes (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes). In certain instances provided in the
Indenture, the Indenture may be amended without the consent of any Holder.

                                     A-1-5



                  11. Defaults and Remedies. If an Event of Default with respect
to the Notes occurs and is continuing, the Notes may be declared due and payable
immediately in the manner and with the effect provided in the Indenture.

                  12. Trustee Dealings with Company. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                  13. No Recourse Against Others. A director, officer, employee,
incorporator, stockholder or member, as such, of the Company, any Guarantor or
any other obligor on the Notes shall not have any liability for any obligations
of the Company, any Guarantor or any other obligor, as the case may be, under
the Notes, the Indenture or any Note Guarantee or for any claim based on, in
respect of or by reason of such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

                  14. Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  15. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  16. CUSIP Numbers. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

                                     A-1-6



                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture and/or the Registration Rights
Agreement. Requests may be made to:

                           Remington Arms Company, Inc.
                           870 Remington Drive
                           P.O. Box 700
                           Madison, North Carolina 27025-0700
                           Attention:  Chief Financial Officer

                                     A-1-7



                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

- --------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. No.)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------

to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

- --------------------------------------------------------------------------------


Date:
      ---------------------

                                     Your Signature:
                                                     ---------------------------
                                                     (Sign exactly as your name
                                                     appears on the face of this
                                                     Note)

                                     Signature Guarantee:
                                                          ----------------------




                                     A-1-8



                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.06 or 4.07 of the Indenture, check the box below:

                  |_|  Section 4.06         |_|  Section 4.07

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.06 or Section 4.07 of the Indenture, state
the amount you elect to have purchased:

$
 ---------------

Date:
      ---------------------

                                     Your Signature:
                                                     ---------------------------
                                                     (Sign exactly as your name
                                                     appears on the Note)

                                     Tax Identification No.:
                                                             -------------------

                                     Signature Guarantee:
                                                           ---------------------




                                     A-1-9



              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

                  The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:





                          Amount of           Amount of         Principal Amount
                         decrease in         increase in         of this Global             Signature of
                       Principal Amount    Principal Amount      Note following          authorized officer
     Date of            of this Global      of this Global      such decrease (or           of Trustee or
     Exchange                Note                Note               increase)               Note Custodian
- -----------------      ----------------    ----------------     -----------------        ------------------
                                                                             





                                     A-1-10

EX-4.7

                                                                     EXHIBIT 4.7

================================================================================


                          REMINGTON ARMS COMPANY, INC.,
                                   as Issuer,

                           the GUARANTORS party hereto

                                       and

                         U.S. BANK NATIONAL ASSOCIATION,
                                   as Trustee

                            ------------------------

                                    INDENTURE

                            ------------------------

                          Dated as of January 24, 2003

                          10-1/2% Senior Notes due 2011


================================================================================



                              CROSS-REFERENCE TABLE

Trust Indenture Act Section                                 Indenture Section
- ---------------------------                                 -----------------

310(a)(1)............................................       7.10
   (a)(2)............................................       7.10
   (a)(3)............................................       N.A.
   (a)(4)............................................       N.A.
   (a)(5)............................................       7.10
   (b)...............................................       7.10
   (c)...............................................       N.A.
311(a)...............................................       7.11
   (b)...............................................       7.11
   (c)...............................................       N.A.
312(a)...............................................       2.05
   (b)...............................................       12.03
   (c)...............................................       12.03
313(a)...............................................       7.06
   (b)(1)............................................       N.A.
   (b)(2)............................................       7.06; 7.07
   (c)...............................................       7.06; 12.02
   (d)...............................................       7.06
314(a)...............................................       4.03; 4.16; 12.05
   (b)...............................................       N.A.
   (c)(1)............................................       12.04
   (c)(2)............................................       12.04
   (c)(3)............................................       N.A.
   (d)...............................................       N.A.
   (e)...............................................       12.05
   (f)...............................................       N.A.
315(a)...............................................       7.01
   (b)...............................................       7.05; 12.02
   (c)...............................................       7.01
   (d)...............................................       7.01; 6.05
   (e)...............................................       6.11
316(a) (last sentence)...............................       2.09
   (a)(1)(A).........................................       6.05
   (a)(1)(B).........................................       6.04
   (a)(2)............................................       N.A.
   (b)...............................................       6.07
   (c)...............................................       12.14
317(a)(1)............................................       6.08
   (a)(2)............................................       6.09
   (b)...............................................       2.04
318(a)...............................................       12.01
   (b)...............................................       N.A.
   (c)...............................................       12.01

- ----------
N.A. means not applicable.

This Cross-Reference Table is not part of this Indenture.

                                       -i-



                                TABLE OF CONTENTS



                                                                                        Page
                                                                                        ----
                                                                                       
                                          ARTICLE 1

                         DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.   Definitions............................................................... 1
Section 1.02.   Other Definitions.........................................................29
Section 1.03.   Incorporation by Reference of Trust Indenture Act.........................29
Section 1.04.   Rules of Construction.....................................................30

                                          ARTICLE 2

                                          THE NOTES

Section 2.01.   Form and Dating...........................................................31
Section 2.02.   Execution and Authentication..............................................32
Section 2.03.   Registrar and Paying Agent................................................32
Section 2.04.   Paying Agent to Hold Money in Trust.......................................33
Section 2.05.   Holder Lists..............................................................33
Section 2.06.   Transfer and Exchange.....................................................33
Section 2.07.   Replacement Notes.........................................................43
Section 2.08.   Outstanding Notes.........................................................43
Section 2.09.   Treasury Notes............................................................44
Section 2.10.   Temporary Notes...........................................................44
Section 2.11.   Cancellation..............................................................44
Section 2.12.   Defaulted Interest........................................................44
Section 2.13.   CUSIP Numbers.............................................................45

                                          ARTICLE 3

                                         REDEMPTION

Section 3.01.   Notices to Trustee........................................................45
Section 3.02.   Selection of Notes to Be Redeemed.........................................45
Section 3.03.   Notice of Redemption......................................................45
Section 3.04.   Effect of Notice of Redemption............................................47
Section 3.05.   Deposit of Redemption Price...............................................47
Section 3.06.   Notes Redeemed in Part....................................................47
Section 3.07.   Optional Redemption.......................................................47

                                          ARTICLE 4

                                          COVENANTS

Section 4.01.   Payment of Notes..........................................................48


                                      -ii-





                                                                                        Page
                                                                                        ----
                                                                                       
Section 4.02.   Maintenance of Office or Agency...........................................49
Section 4.03.   Compliance Certificate....................................................49
Section 4.04.   Money for Security Payments to be Held in Trust...........................50
Section 4.05.   Stay, Extension and Usury Laws............................................51
Section 4.06.   Change of Control.........................................................51
Section 4.07.   Limitation on Sale of Assets..............................................52
Section 4.08.   Limitation on Restricted Payments.........................................56
Section 4.09.   Limitation on Indebtedness................................................61
Section 4.10.   Limitation on Liens.......................................................62
Section 4.11.   Limitation on Dividends and Other Payment Restrictions Affecting
                Subsidiaries..............................................................62
Section 4.12.   Limitation on Transactions with Affiliates................................64
Section 4.13.   Limitation on Preferred Stock of Subsidiaries.............................65
Section 4.14.   Limitation on Issuances of Note Guarantees of Indebtedness................65
Section 4.15.   Reserved..................................................................66
Section 4.16.   Reports...................................................................66
Section 4.17.   Corporate Existence.......................................................67

                                          ARTICLE 5

                                         SUCCESSORS

Section 5.01.   Consolidation, Merger, Sale of Assets.....................................67
Section 5.02.   Successor Corporation Substituted.........................................69

                                          ARTICLE 6

                                    DEFAULTS AND REMEDIES

Section 6.01.   Events of Default.........................................................70
Section 6.02.   Acceleration..............................................................72
Section 6.03.   Other Remedies............................................................73
Section 6.04.   Waiver of Past Defaults...................................................73
Section 6.05.   Control by Majority.......................................................73
Section 6.06.   Limitation on Suits.......................................................73
Section 6.07.   Rights of Holders of Notes to Receive Payment.............................74
Section 6.08.   Collection Suit by Trustee................................................74
Section 6.09.   Trustee May File Proofs of Claim..........................................74
Section 6.10.   Priorities................................................................75
Section 6.11.   Undertaking for Costs.....................................................76
Section 6.12.   Notice....................................................................76

                                          ARTICLE 7

                                           TRUSTEE

Section 7.01.   Duties of Trustee.........................................................76
Section 7.02.   Rights of Trustee.........................................................77


                                      -iii-





                                                                                        Page
                                                                                        ----
                                                                                       
Section 7.03.   Individual Rights of Trustee..............................................78
Section 7.04.   Trustee's Disclaimer......................................................78
Section 7.05.   Notice of Defaults........................................................79
Section 7.06.   Reports by Trustee to Holders of the Notes................................79
Section 7.07.   Compensation and Indemnity................................................79
Section 7.08.   Replacement of Trustee....................................................80
Section 7.09.   Successor Trustee by Merger, etc..........................................81
Section 7.10.   Eligibility; Disqualification.............................................81
Section 7.11.   Preferential Collection of Claims Against Company.........................82

                                          ARTICLE 8

                          LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.   Option to Effect Legal Defeasance or Covenant Defeasance..................82
Section 8.02.   Legal Defeasance and Discharge............................................82
Section 8.03.   Covenant Defeasance.......................................................82
Section 8.04.   Conditions to Legal or Covenant Defeasance................................83
Section 8.05.   Deposited Money and U.S. Government Obligations to Be Held in
                Trust; Other Miscellaneous Provisions.....................................85
Section 8.06.   Repayment to Company......................................................85
Section 8.07.   Reinstatement.............................................................86

                                          ARTICLE 9

                                MODIFICATIONS AND AMENDMENTS

Section 9.01.   Without Consent of Holders of Notes.......................................86
Section 9.02.   With Consent of Holders of Notes..........................................87
Section 9.03.   Compliance with Trust Indenture Act.......................................88
Section 9.04.   Revocation and Effect of Consents.........................................88
Section 9.05.   Notation on or Exchange of Notes..........................................89
Section 9.06.   Trustee to Sign Amendments, etc...........................................89

                                         ARTICLE 10

                                         GUARANTEES

Section 10.01.  Note Guarantees...........................................................89
Section 10.02.  Limitation of Guarantor's Liability.......................................90
Section 10.03.  Execution and Delivery of Note Guarantees.................................91
Section 10.04.  Guarantors May Consolidate, etc., on Certain Terms........................91
Section 10.05.  Releases of a Guarantor...................................................91

                                         ARTICLE 11

                                 SATISFACTION AND DISCHARGE

Section 11.01.  Satisfaction and Discharge................................................92


                                      -iv-





                                                                                        Page
                                                                                        ----
                                                                                       
Section 11.02.  Application of Trust......................................................93

                                         ARTICLE 12

                                        MISCELLANEOUS

Section 12.01.  Trust Indenture Act Controls..............................................93
Section 12.02.  Notices...................................................................93
Section 12.03.  Communication by Holders of Notes with Other Holders of Notes.............94
Section 12.04.  Certificate and Opinion as to Conditions Precedent........................94
Section 12.05.  Statements Required in Certificate or Opinion.............................95
Section 12.06.  Rules by Trustee and Agents...............................................95
Section 12.07.  No Personal Liability of Directors, Officers, Employees,
                Incorporators and Stockholders............................................95
Section 12.08.  Governing Law.............................................................96
Section 12.09.  Successors................................................................96
Section 12.10.  Severability..............................................................96
Section 12.11.  Counterpart Originals.....................................................96
Section 12.12.  Table of Contents, Headings, etc..........................................96
Section 12.13.  Record Date for Voting by or Consent of Holders...........................96


Schedule A      SCHEDULE OF GUARANTORS

                                    EXHIBITS

Exhibit A-1     FORM OF NOTE

Exhibit A-2     FORM OF REGULATION S TEMPORARY NOTE

Exhibit B       FORM OF CERTIFICATE OF TRANSFER

Exhibit C       FORM OF CERTIFICATE OF EXCHANGE

Note: This Table of Contents shall not, for any purpose, be deemed to be part of
      this Indenture.

                                       -v-



                INDENTURE dated as of January 24, 2003 among Remington Arms
Company, Inc., a Delaware corporation (the "Company"), the Guarantors (as
defined herein) listed on Schedule A hereto, and U.S. Bank National Association,
as trustee (the "Trustee").

                The Company, the Guarantors, and the Trustee agree as follows
for the benefit of each other and for the equal and ratable benefit of the
Holders of the 10-1/2% Series A Senior Notes due 2011 (the "Series A Notes")
issued on the Issue Date, the 10-1/2% Series B Senior Notes due 2011 (the
"Series B Notes" and, together with the Series A Notes, the "Initial Notes") and
Additional Notes, if any. The Initial Notes and the Additional Notes
(collectively, the "Notes") will be treated as a single class for all purposes
under this Indenture.

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                Section 1.01.   Definitions.

                "144A Global Note" means the Global Note substantially in the
form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with and registered in the name of the Depositary
or its nominee.

                "Acquired Indebtedness" means Indebtedness of a Person (i)
existing at the time such Person becomes a Subsidiary or (ii) assumed in
connection with the acquisition of assets from such Person, in each case other
than Indebtedness incurred in connection with, or in contemplation of, such
Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be
deemed to be incurred on the date of the related acquisition of assets from any
Person or the date the acquired Person becomes a Subsidiary.

                "Additional Interest" means, at any time, all additional
interest then owing pursuant to a Registration Rights Agreement.

                "Additional Notes" means, subject to the Company's compliance
with the provisions of Section 4.09 hereof, any Notes (other than Notes issued
pursuant to Sections 2.06, 2.07, 2.10 and 3.06) issued under this Indenture in
addition to (i) the Series A Notes issued on the Issue Date and (ii) any
Exchange Notes issued in exchange for such Series A Notes.

                "Affiliate" means, with respect to any specified Person, (i) any
other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person or (ii) any other Person
that owns, directly or indirectly, 10% or more of such Person's Voting Stock or
any executive officer or director of either of such other Persons. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person
directly or indirectly, whether through



                                       -2-

ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

                "Agent" means any Registrar or Paying Agent.

                "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream Banking that apply to
such transfer or exchange.

                "Asset Sale" means any sale, issuance, conveyance, transfer,
lease or other disposition (including, without limitation, by way of merger,
consolidation or sale and leaseback transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions, of

                (i)     any Capital Stock of any Subsidiary;

               (ii)     all or substantially all of the properties and assets of
        any division or line of business of the Company or its Subsidiaries; or

              (iii)     any other properties or assets of the Company or any
        Subsidiary, other than in the ordinary course of business.

For the purposes of this definition, the term "Asset Sale" shall not include any
transfer of

                (i)     properties and assets that are governed by the
        provisions of Sections 5.01(a) and (b) hereof;

               (ii)     properties and assets of the Company to any Subsidiary
        of the Company, or of any Subsidiary to the Company or any other
        Subsidiary;

              (iii)     Capital Stock of a Subsidiary pursuant to an agreement
        or other obligation with or to a Person (other than the Company or a
        Subsidiary) from whom such Subsidiary was acquired, or from whom such
        Subsidiary acquired its business and assets (having been newly formed in
        connection with such acquisition), entered into in connection with such
        acquisition;

               (iv)     not more than five percent of the outstanding Capital
        Stock of a Non-U.S. Subsidiary pursuant to an agreement or arrangement
        with an officer, employee or member of the management of such Non-U.S.
        Subsidiary that has been approved by the Board of Directors;

                (v)     properties and assets by the Company or any Subsidiary
        in accordance with Section 4.08 hereof;



                                       -3-

               (vi)     accounts receivable or notes receivable (by sale or
        discount, with or without recourse, and on customary or commercially
        reasonable terms as determined in good faith by the Company), or the
        conversion or exchange of accounts receivable for notes receivable;

              (vii)     arising from foreclosure, condemnation or similar action
        with respect to any property or assets; or

             (viii)     in addition to any transfers excluded from this
        definition of "Asset Sale" by any of the foregoing clauses (i) through
        (vii), properties or assets, the net proceeds of which do not exceed
        $1,000,000 per transaction or series of related transactions in any
        fiscal year.

                "Bank Indebtedness" means any and all amounts, whether
outstanding on the date of this Indenture or thereafter incurred, payable under
or in respect of any Credit Facility, including without limitation principal,
premium (if any), interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company or
any Subsidiary whether or not a claim for post-filing interest is allowed in
such proceedings), fees, charges, expenses, reimbursement obligations,
guarantees, other monetary obligations of any nature and all other amounts
payable thereunder or in respect thereof; provided that Bank Indebtedness shall
not include any Securities Offering.

                "Bankruptcy Law" means Title 11 of the United States Code, as
amended, or any similar United States Federal or state law relating to
bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or
relief of debtors or any amendment to, succession to or change in any such law.

                "Board of Directors" means, unless otherwise specified, the
board of directors of the Company or any duly authorized committee of such
board.

                "BRS" means Bruckman Rosser Sherrill Co., Inc.

                "BRS Fund II" means Bruckman Rosser Sherrill & Co. II, L.P., a
Delaware limited partnership, and any successor in interest thereto.

                "BRS Investment Agreement" means the Investment Agreement, dated
as of December 19, 2002, among Holding, C&D Fund IV, BRS Fund II and certain
other parties, as amended, waived, supplemented or otherwise modified from time
to time.

                "Business Day" means any day other than a Legal Holiday.

                "C&D Fund IV" means The Clayton & Dubilier Private Equity Fund
IV Limited Partnership, a Connecticut limited partnership, and any successor in
interest thereto.



                                       -4-

                "Capital Lease Obligation" of any Person means any obligations
of such Person and its consolidated Subsidiaries on a consolidated basis under
any capital lease of real or personal property which, in accordance with GAAP,
has been recorded as a capitalized lease obligation.

                "Capital Stock" of any Person means any and all shares,
interests, participations or other equivalents (however designated) of such
Person's capital stock, including any Preferred Stock.

                "Cash Equivalents" means

                (i)     any security, maturing not more than six months after
        the date of acquisition, issued by the United States of America or an
        instrumentality or agency thereof and guaranteed fully as to principal,
        premium, if any, and interest by the United States of America,

               (ii)     any certificate of deposit, time deposit or bankers'
        acceptance, maturing not more than six months after the day of
        acquisition, issued by any commercial banking institution that is a
        member of the Federal Reserve System or a commercial banking institution
        organized and located in a country recognized by the United States of
        America, in each case having combined capital and surplus and undivided
        profits of not less than $500,000,000 (or the equivalent thereof), whose
        short-term debt (other than short-term debt of a lender under any Credit
        Facility) has a rating, at the time as of which any investment therein
        is made, of "P-1" (or higher) according to Moody's Investors Service,
        Inc. or any successor rating agency ("Moody's"), or "A-1" (or higher)
        according to Standard and Poor's Ratings Group or any successor rating
        agency ("S&P"),

              (iii)     commercial paper maturing not more than three months
        after the date of acquisition, issued by a corporation (other than an
        Affiliate or Subsidiary of the Company) organized and existing under the
        laws of the United States of America with a rating, at the time as of
        which any investment therein is made, of "P-1" (or higher) according to
        Moody's or "A-1" (or higher) according to S&P, or

               (iv)     any money market deposit accounts issued or offered by a
        domestic commercial bank having capital and surplus in excess of
        $500,000,000 (or the equivalent thereof).

                "CD&R" means Clayton, Dubilier & Rice, Inc.

                "Change of Control" means

                (i)     any "person" (as such term is used in Sections 13(d) and
        14(d) of the Exchange Act), other than one or more Permitted Holders or
        Holding, is or becomes the "beneficial owner" (as defined in Rules 13d-3
        and 13d-5 under the Exchange Act), directly or indirectly, of more than
        50% of the total voting power of the Voting Stock of the Company;
        provided that so long as the Company is a Subsidiary Person of Holding,
        no Person shall be



                                       -5-

        deemed to be or become a "beneficial owner" of more than 50% of the
        total voting power of the Voting Stock of the Company unless such Person
        shall be or become a "beneficial owner" of more than 50% of the total
        voting power of the Voting Stock of Holding;

               (ii)     the Company merges or consolidates with or into, or
        sells or transfers (in one or a series of related transactions) all or
        substantially all of the assets of the Company and its Subsidiaries to,
        another Person (other than one or more Permitted Holders) and any
        "person" (as defined in clause (i) above), other than one or more
        Permitted Holders or Holding, is or becomes the "beneficial owner" (as
        so defined), directly or indirectly, of more than 50% of the total
        voting power of the Voting Stock of the surviving Person in such merger
        or consolidation, or the transferee Person in such sale or transfer of
        assets, as the case may be; provided that so long as such surviving or
        transferee Person is a Subsidiary Person of a parent Person, no Person
        shall be deemed to be or become a "beneficial owner" of more than 50% of
        the total voting power of the Voting Stock of such surviving or
        transferee Person unless such Person shall be or become a "beneficial
        owner" of more than 50% of the total voting power of the Voting Stock of
        such parent Person; or

              (iii)     during any period of two consecutive years (during which
        period the Company has been a party to this Indenture), individuals who
        at the beginning of such period were members of the board of directors
        of the Company (together with any new members thereof whose election by
        such board of directors or whose nomination for election by holders of
        Capital Stock of the Company was approved by one or more Permitted
        Holders or by a vote of a majority of the members of such board of
        directors then still in office who were either members thereof at the
        beginning of such period or whose election or nomination for election
        was previously so approved) cease for any reason to constitute a
        majority of such board of directors then in office.

                "Clearstream Banking" means Clearstream Banking societe anonyme.

                "Code" means the Internal Revenue Code of 1986, as amended.

                "Commission" means the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or if at any time
after the execution of this Indenture such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

                "Commodities Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
commodity future contracts, forward contracts, options or other similar
agreements or arrangements designed to protect against fluctuations in the price
of, or the shortage of supply of, commodities from time to time.

                "Company" means Remington Arms Company, Inc., a Delaware
corporation, until a successor Person shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.



                                       -6-

                "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by any one of its Chairman of the Board,
its Chief Executive Officer, its Vice-Chairman, its President or a Vice
President (regardless of Vice Presidential designation), and by any one of its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

                "Consolidated Coverage Ratio" as of any date of determination
means the ratio of (i) the aggregate amount of Consolidated EBITDA for the
period of the most recent four consecutive fiscal quarters ending prior to the
date of such determination for which consolidated financial statements of the
Company are available to (ii) Consolidated Interest Expense for such four fiscal
quarters; provided that

                (a)     if since the beginning of such period the Company or any
        Subsidiary has incurred any Indebtedness that remains outstanding on
        such date of determination or if the transaction giving rise to the need
        to calculate the Consolidated Coverage Ratio is an incurrence of
        Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for
        such period shall be calculated after giving effect on a pro forma basis
        to such Indebtedness as if such Indebtedness had been incurred on the
        first day of such period (except that in making such computation, the
        amount of Indebtedness under any revolving credit facility outstanding
        on the date of such calculation shall be computed based on (x) the
        average daily balance of such Indebtedness during such four fiscal
        quarters or such shorter period for which such facility was outstanding
        or (y) if such facility was created after the end of such four fiscal
        quarters, the average daily balance of such Indebtedness during the
        period from the date of creation of such facility to the date of such
        calculation),

                (b)     if since the beginning of such period the Company or any
        Subsidiary has repaid, repurchased, redeemed, defeased or otherwise
        acquired, retired or discharged any Indebtedness (each, a "Discharge")
        or if the transaction giving rise to the need to calculate the
        Consolidated Coverage Ratio involves a Discharge of Indebtedness (in
        each case other than Indebtedness incurred under any revolving credit
        facility unless such Indebtedness has been permanently repaid),
        Consolidated EBITDA and Consolidated Interest Expense for such period
        shall be calculated after giving effect on a pro forma basis to such
        Discharge of such Indebtedness, including with the proceeds of such new
        Indebtedness, as if such Discharge had occurred on the first day of such
        period,

                (c)     if since the beginning of such period the Company or any
        Subsidiary shall have disposed of any company, any business or any group
        of assets constituting an operating unit of a business (any such
        disposition, a "Sale"), the Consolidated EBITDA for such period shall be
        reduced by an amount equal to the Consolidated EBITDA (if positive)
        attributable to the assets that are the subject of such Sale for such
        period or increased by an amount equal to the Consolidated EBITDA (if
        negative) attributable thereto for such period and Consolidated Interest
        Expense for such period shall be reduced by an amount equal to (x) the
        Consolidated Interest Expense attributable to any Indebtedness of the
        Company or any Subsidiary repaid, repurchased, redeemed, defeased or
        otherwise acquired, retired or discharged with respect to



                                       -7-

        the Company and its continuing Subsidiaries in connection with such Sale
        for such period (including but not limited to through the assumption of
        such Indebtedness by another Person) plus (y) if the Capital Stock of
        any Subsidiary is sold, the Consolidated Interest Expense for such
        period attributable to the Indebtedness of such Subsidiary to the extent
        the Company and its continuing Subsidiaries are no longer liable for
        such Indebtedness after such Sale,

                (d)     if since the beginning of such period the Company or any
        Subsidiary (by merger, consolidation or otherwise) shall have made an
        Investment in any Person that thereby becomes a Subsidiary, or otherwise
        acquired any company, any business or any group of assets constituting
        an operating unit of a business, including any such Investment or
        acquisition occurring in connection with a transaction causing a
        calculation to be made hereunder (any such Investment or acquisition, a
        "Purchase"), Consolidated EBITDA and Consolidated Interest Expense for
        such period shall be calculated after giving pro forma effect thereto
        (including the incurrence of any related Indebtedness) as if such
        Purchase occurred on the first day of such period, and

                (e)     if since the beginning of such period any Person became
        a Subsidiary or was merged or consolidated with or into the Company or
        any Subsidiary, and since the beginning of such period such Person shall
        have Discharged any Indebtedness or made any Sale or Purchase that would
        have required an adjustment pursuant to clause (b), (c) or (d) above if
        made by the Company or a Subsidiary during such period, Consolidated
        EBITDA and Consolidated Interest Expense for such period shall be
        calculated after giving pro forma effect thereto as if such Discharge,
        Sale or Purchase occurred on the first day of such period.

                For purposes of this definition, whenever pro forma effect is to
be given to any Sale, Purchase or other transaction, or the amount of income or
earnings relating thereto and the amount of Consolidated Interest Expense
associated with any Indebtedness incurred or repaid, repurchased, redeemed,
defeased or otherwise acquired, retired or discharged in connection therewith,
the pro forma calculations in respect thereof (including without limitation in
respect of anticipated cost savings or synergies relating to any such Sale,
Purchase or other transaction) shall be as determined in good faith by a
responsible financial or accounting officer of the Company. If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the
interest expense on such Indebtedness shall be calculated as if the rate in
effect on the date of determination had been the applicable rate for the entire
period (taking into account any Interest Rate Agreement applicable to such
Indebtedness). If any Indebtedness bears, at the option of the Company or a
Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency
interbank offered rate or other fixed or floating rate, and such Indebtedness is
being given pro forma effect, the interest expense on such Indebtedness shall be
calculated by applying such optional rate as the Company or such Subsidiary may
designate. If any Indebtedness that is being given pro forma effect was incurred
under a revolving credit facility, the interest expense on such Indebtedness
shall be computed based upon the average daily balance of such Indebtedness
during the applicable period. Interest on a Capital Lease Obligation shall be
deemed to accrue at an interest rate determined in good faith by a responsible
financial or accounting officer of the Company to be the rate of interest
implicit in such Capital Lease Obligation in accordance with GAAP.



                                       -8-

                "Consolidated EBITDA" means, for any period, the Consolidated
Net Income for such period, plus the following to the extent deducted in
calculating such Consolidated Net Income: (i) provision for all taxes (whether
or not paid, estimated or accrued) based on income, profits or capital, (ii)
Consolidated Interest Expense, (iii) depreciation, amortization (including but
not limited to amortization of goodwill and intangibles and amortization and
write-off of financing costs) and all other non-cash charges or non-cash losses,
(iv) any expenses or charges related to any Equity Offering, Investment or
Indebtedness permitted by this Indenture (whether or not consummated or
incurred) and (v) the amount of any minority interest expense.

                "Consolidated Interest Expense" means, for any period, (i) the
total interest expense of the Company and its Subsidiaries to the extent
deducted in calculating Consolidated Net Income, net of any interest income of
the Company and its Subsidiaries, including without limitation any such interest
expense consisting of (a) interest expense attributable to Capital Lease
Obligations, (b) amortization of debt discount, (c) interest in respect of
Indebtedness of any other Person that has been guaranteed by the Company or any
Subsidiary, but only to the extent that such interest is actually paid by the
Company or any Subsidiary, (d) non-cash interest expense, (e) the interest
portion of any deferred payment obligation, and (f) commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing, plus (ii) Preferred Stock dividends paid in cash in
respect of Redeemable Capital Stock of the Company held by Persons other than
the Company or a Subsidiary and minus (iii) to the extent otherwise included in
such interest expense referred to in clause (i) above, amortization or write-off
of financing costs, in each case under clauses (i) through (iii) as determined
on a Consolidated basis in accordance with GAAP; provided that gross interest
expense shall be determined after giving effect to any net payments made or
received by the Company and its Subsidiaries with respect to Interest Rate
Agreements.

                "Consolidated Net Income" means, for any period, the net income
(loss) of the Company and its Subsidiaries, determined on a consolidated basis
in accordance with GAAP and before any reduction in respect of Preferred Stock
dividends; provided that there shall not be included in Consolidated Net Income:

                (i)     any net income (loss) of any Person if such Person is
        not a Subsidiary, except that (A) subject to the limitations contained
        in clause (iv) below, the Company's equity in the net income of any such
        Person for such period shall be included in such Consolidated Net Income
        up to the aggregate amount actually distributed by such Person during
        such period to the Company or a Subsidiary as a dividend or other
        distribution (subject, in the case of a dividend or other distribution
        to a Subsidiary, to the limitations contained in clause (iii) below) and
        (B) the Company's equity in the net loss of such Person shall be
        included to the extent of the aggregate Investment of the Company or any
        of its Subsidiaries in such Person,

               (ii)     any net income (loss) of any Person acquired by the
        Company or a Subsidiary in a pooling of interests transaction for any
        period prior to the date of such acquisition,



                                       -9-

              (iii)     any net income (loss) of any Subsidiary that is not a
        Guarantor if such Subsidiary is subject to restrictions, directly or
        indirectly, on the payment of dividends or the making of similar
        distributions by such Subsidiary, directly or indirectly, to the Company
        by operation of the terms of such Subsidiary's charter or any agreement,
        instrument, judgment, decree, order, statute or governmental rule or
        regulation applicable to such Subsidiary or its stockholders (other than
        (x) restrictions that have been waived or otherwise released, (y)
        restrictions pursuant to the Notes or this Indenture and (z)
        restrictions in effect on the date of this Indenture with respect to a
        Subsidiary and other restrictions with respect to such Subsidiary that
        taken as a whole are not materially less favorable to the Holders of the
        Notes than such restrictions in effect on the date of this Indenture),
        except that (A) subject to the limitations contained in clause (iv)
        below, the Company's equity in the net income of any such Subsidiary for
        such period shall be included in such Consolidated Net Income up to the
        aggregate amount of any dividend or distribution that was or that could
        have been made by such Subsidiary during such period to the Company or
        another Subsidiary (subject, in the case of a dividend that could have
        been made to another Subsidiary, to the limitation contained in this
        clause) and (B) the net loss of such Subsidiary shall be included to the
        extent of the aggregate Investment of the Company or any of its other
        Subsidiaries in such Subsidiary,

               (iv)     any gain or loss realized upon the sale or other
        disposition of any asset of the Company or any Subsidiary (including
        pursuant to any sale/leaseback transaction) that is not sold or
        otherwise disposed of in the ordinary course of business (as determined
        in good faith by the Board of Directors),

                (v)     any item classified as an extraordinary, unusual or
        nonrecurring gain, loss or charge (including without limitation (a) any
        charge or expense incurred for employee bonuses in connection with the
        Transaction, and (b) fees, expenses and charges associated with the
        Transaction or any acquisition, merger or consolidation after the date
        of this Indenture),

               (vi)     the cumulative effect of a change in accounting
        principles,

              (vii)     all deferred financing costs written off and premiums
        paid in connection with any early extinguishment of Indebtedness,

             (viii)     any unrealized gains or losses in respect of Currency
        Hedging Arrangements,

               (ix)     any unrealized foreign currency translation gains or
        losses in respect of Indebtedness of any Person denominated in a
        currency other than the functional currency of such Person, and

                (x)     (a) any non-cash compensation charge arising from any
        grant of stock, stock options or other equity-based awards, and (b) any
        compensation expense relating to or incurred in connection with
        dividends, distributions or other payments to holders of Capital Stock
        or other equity interests of the Company or Holding (or of warrants,
        options or rights to



                                      -10-

        acquire, or deferred shares or other equity-linked interests, relating
        to any such Capital Stock or other equity interests).

In the case of any unusual or nonrecurring gain, loss or charge not included in
Consolidated Net Income pursuant to clause (v) above in any determination
thereof, the Company will deliver an Officers' Certificate to the Trustee
promptly after the date on which Consolidated Net Income is so determined,
setting forth the nature and amount of such unusual or nonrecurring gain, loss
or charge.

                "Consulting Agreements" means, collectively, (a) the Amended and
Restated Consulting Agreement, dated as of January 1, 2001, among Holding, the
Company and CD&R, as amended, waived, supplemented or otherwise modified from
time to time, and (b) the Consulting Agreement to be entered into among Holding,
the Company and BRS pursuant to the BRS Investment Agreement, as amended,
waived, supplemented or otherwise modified from time to time.

                "Corporate Trust Office of the Trustee" shall be at the address
of the Trustee specified in Section 12.02 hereof or such other address as to
which the Trustee may give notice to the Company.

                "Credit Facilities" means one or more facilities or
arrangements, in each case with one or more banks or other institutions
providing for revolving credit loans, term loans, receivables financings
(including without limitation through the sale of receivables to such
institutions or to special purpose entities formed to borrow from such
institutions against such receivables), letters of credit or other Indebtedness,
in each case, including all agreements, instruments and documents executed and
delivered pursuant to or in connection with any of the foregoing, including but
not limited to any notes and letters of credit issued pursuant thereto and any
guarantee and collateral agreement, patent and trademark security agreement,
mortgages or letter of credit applications and other guarantees, pledge
agreements, security agreements and collateral documents, in each case as the
same may be amended, supplemented, waived or otherwise modified from time to
time, or refunded, refinanced, restructured, replaced, renewed, repaid,
increased or extended from time to time (whether in whole or in part, whether
with the original banks or other institutions or other banks or other
institutions or otherwise, and whether provided under any original Credit
Facility or one or more other credit agreements, indentures, financing
agreements or other Credit Facilities or otherwise). Without limiting the
generality of the foregoing, the term "Credit Facility" shall include any
agreement (i) changing the maturity of any Indebtedness incurred thereunder or
contemplated thereby, (ii) adding Subsidiaries as additional borrowers or
guarantors thereunder, (iii) increasing the amount of Indebtedness incurred
thereunder or available to be borrowed thereunder or (iv) otherwise altering the
terms and conditions thereof.

                "Currency Hedging Arrangements" means one or more of the
following agreements which shall be entered into by one or more financial
institutions: foreign exchange contracts, currency swap agreements or other
similar agreements or arrangements designed to protect against fluctuations in
currency values from time to time.



                                      -11-

                "Default" means any event which is, or after notice or passage
of time or both would be, an Event of Default.

                "Definitive Note" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A-1 hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

                "Depositary" means, with respect to the Notes issuable or issued
in whole or in part in global form, the Person specified in Section 2.03 hereof
as the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

                "Directors' Qualifying Shares" means shares of Capital Stock of
a Person held by nominees, directors or trustees pursuant to the requirements of
the law of the jurisdiction in which such Person is organized.

                "Disinterested Director" means, with respect to any transaction
or series of related transactions, a member of the Board of Directors who does
not have any material direct or indirect financial interest in or with respect
to such transaction or series of related transactions.

                "Equity Offering" means a sale of Capital Stock (x) that is a
sale of Qualified Capital Stock of the Company or (y) proceeds of which in an
amount equal to or exceeding the Redemption Amount are contributed to the
Company or any of its Subsidiaries.

                "Equity Registration Rights Agreement" means the Registration
and Participation Agreement, dated as of November 30, 1993, among Holding and
one or more of its stockholders, providing among other things for certain
registration rights in respect of Holding Common Stock, as amended, waived,
supplemented or otherwise modified from time to time.

                "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

                "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                "Exchange Notes" means those Notes, having terms substantially
identical to (i) the Series A Notes and (ii) any Additional Notes issued in an
offering not registered under the Securities Act (except in each case that (x)
such Exchange Notes shall not contain terms with respect to transfer
restrictions and shall be registered under the Securities Act and (y) certain
provisions relating to an increase in the stated rate of interest thereon shall
be eliminated), to be offered to the Holders of the Notes under an Exchange
Offer Registration Statement.

                "Exchange Offer" means an offer to be made to the Holders of the
Notes to exchange their Notes for the Exchange Notes.



                                      -12-

                "Exchange Offer Registration Statement" means a registration
statement to be filed by the Company with the Commission to register an Exchange
Offer.

                "Excluded Contribution" means Net Cash Proceeds, or the fair
value, as determined in good faith by the Board of Directors, of property or
assets, received by the Company as capital contributions to the Company after
the date of this Indenture or from the issuance or sale (other than to a
Subsidiary) of Qualified Capital Stock of the Company, in each case to the
extent designated as an Excluded Contribution pursuant to an Officers'
Certificate of the Company and not previously included in the calculation set
forth in subparagraph (a)(C)(ii) or (a)(C)(iii) of Section 4.08 hereof for
purposes of determining whether a Restricted Payment may be made.

                "Fair Market Value" means, with respect to any asset or
property, the sale value that would be obtained in an arm's length transaction
between an informed and willing seller and an informed and willing buyer.

                "GAAP" means generally accepted accounting principles in the
United States of America as in effect on the date of this Indenture (for
purposes of the definitions of the terms "Consolidated Coverage Ratio,"
"Consolidated EBITDA," "Consolidated Interest Expense" and "Consolidated Net
Income," all defined terms in this Indenture to the extent used in or relating
to any of the foregoing definitions, and all ratios and computations based on
any of the foregoing definitions) and as in effect from time to time (for all
other purposes of this Indenture), including those set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
approved by a significant segment of the accounting profession. All ratios and
computations based on GAAP contained in this Indenture shall be computed in
conformity with GAAP.

                "Global Note Legend" means the legend set forth in Section
2.06(e)(ii) hereof, which is required to be placed on all Global Notes issued
under this Indenture.

                "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes substantially in the
form of Exhibit A-1 hereto issued in accordance with Sections 2.01 or 2.06
hereof.

                "Guaranteed Debt" of any Person means, without duplication, all
Indebtedness of any other Person guaranteed directly or indirectly in any manner
by such Person, or in effect guaranteed directly or indirectly by such Person
through an agreement enforceable by or for the benefit of the holder of such
Indebtedness (i) to pay or purchase such Indebtedness or to advance or supply
funds for the payment or purchase of such Indebtedness, (ii) to purchase, sell
or lease (as lessee or lessor) property, or to purchase or sell services,
primarily for the purpose of enabling the debtor to make payment of such
Indebtedness or to assure the holder of such Indebtedness against loss, (iii) to
supply funds to, or in any other manner invest in, the debtor (including any
agreement to pay for property or services without requiring that such property
be received or such services be rendered), (iv) to maintain working capital or
equity capital of the debtor, or otherwise to maintain the net worth,



                                      -13-

solvency or other financial condition of the debtor or (v) otherwise to assure a
creditor against loss; provided that the term "guarantee" shall not include
endorsements for collection or deposit, in either case in the ordinary course of
business.

                "Hedging Obligations" of any Person means obligations of such
Person pursuant to any Interest Rate Agreement, Currency Hedging Arrangement or
Commodities Agreement.

                "Holder" means the Person in whose name a Note is registered on
the Registrar's books.

                "Holding" means RACI Holding, Inc., a Delaware corporation, and
any successor in interest thereto.

                "Holding Common Stock" means the common stock or other equity
interests of Holding.

                "Indebtedness" means, with respect to any Person, without
duplication, (i) all indebtedness of such Person for borrowed money or for the
deferred purchase price of property, excluding any trade payables and other
accrued current liabilities arising in the ordinary course of business, but
including, without limitation, all obligations, contingent or otherwise, of such
Person in connection with any letters of credit issued under letter of credit
facilities, acceptance facilities or other similar facilities, (ii) all
obligations of such Person evidenced by bonds, notes, debentures or other
similar instruments, (iii) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even if the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale
of such property), but excluding trade payables and other accrued current
liabilities relating to the payment of the purchase price for such property
provided such payments are required to be made over a period of less than one
year, in each case arising in the ordinary course of business, (iv) all
obligations under Interest Rate Agreements of such Person, (v) all Capital Lease
Obligations of such Person, (vi) all Indebtedness referred to in clauses (i)
through (v) above of other Persons, the payment of which is secured by (or for
which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien upon or with respect to property
(including, without limitation, accounts and contract rights) owned by such
Person, even though such Person has not assumed or become liable for the payment
of such Indebtedness, (vii) all Guaranteed Debt of such Person, and (viii) all
Redeemable Capital Stock valued at its involuntary maximum fixed repurchase
price (but excluding accrued and unpaid dividends). For purposes hereof, the
"maximum fixed repurchase price" of any Redeemable Capital Stock which does not
have a fixed repurchase price shall be calculated in accordance with the terms
of such Redeemable Capital Stock as if such Redeemable Capital Stock were
purchased on any date on which Indebtedness shall be required to be determined
pursuant to this Indenture, and if such price is based upon, or measured by, the
fair market value of such Redeemable Capital Stock, such fair market value to be
determined in good faith by the Board of Directors.



                                      -14-

                "Indemnification Agreements" means, collectively, (i) the
Indemnification Agreement, dated as of November 30, 1993, among Holding, the
Company, CD&R and C&D Fund IV, pursuant to which among other things the Company
and Holding agree to indemnify C&D Fund IV, CD&R, their respective Affiliates
and certain other Persons in certain circumstances, as amended, waived,
supplemented or otherwise modified from time to time and (ii) the
Indemnification Agreement to be entered into among Holding, the Company, BRS and
BRS Fund II pursuant to the BRS Investment Agreement, as amended, waived,
supplemented or otherwise modified from time to time.

                "Indenture" means this Indenture, as amended or supplemented
from time to time.

                "Indenture Obligations" means the obligations of the Company and
any other obligor under this Indenture or under the Notes, including any
Guarantor, to pay principal of, and premium and Additional Interest, if any, and
interest on, the Notes when due and payable, and all other amounts due or to
become due under or in connection with this Indenture, the Notes and the
performance of all other monetary obligations to the Trustee and the Holders
under this Indenture and the Notes, according to the terms hereof and thereof.

                "Indirect Participant" means a Person who holds a beneficial
interest in a Global Note through a Participant.

                "Interest Rate Agreements" means one or more of the following
agreements which shall be entered into by one or more financial institutions:
interest rate protection agreements (including, without limitation, interest
rate swaps, caps, floors, collars and similar agreements) and/or other types of
interest rate hedging agreements from time to time.

                "Investments" means, with respect to any Person, directly or
indirectly, any advance, loan (including guarantees of Indebtedness) or other
extension of credit or capital contribution to (by means of any transfer of cash
or other property to others or any payment for property or services for the
account or use of others), or any purchase, acquisition or ownership by such
Person of any Capital Stock, bonds, notes, debentures or other securities issued
by, any other Person. "Investments" shall exclude any advance, loan (including
any guarantee of Indebtedness) or other extension of credit to any customer,
supplier, director, officer or employee of any Person in the ordinary course of
business. For purposes of the definition of "Unrestricted Subsidiary" and
Section 4.08 hereof only, (i) "Investment" shall include the portion
(proportionate to the Company's equity interest in such Subsidiary) of the Fair
Market Value of the net assets of any Subsidiary at the time that such
Subsidiary is designated an Unrestricted Subsidiary and shall exclude the
portion (proportionate to the Company's equity interest in such Subsidiary) of
the Fair Market Value of the net assets of any Unrestricted Subsidiary at the
time that such Unrestricted Subsidiary is designated a Subsidiary of the
Company; and (ii) any property transferred to or from an Unrestricted Subsidiary
shall be valued at its Fair Market Value at the time of such transfer, in each
case as determined by the Board of Directors in good faith. The amount of any
Investment outstanding at any time shall be the original cost of such
Investment, reduced (at the Company's option) by any dividend, distribution,
interest payment, return of capital, repayment or other amount or value received
in respect of such Investment;



                                      -15-

provided that to the extent that the amount of Restricted Payments outstanding
at any time is so reduced by any portion of any such amount or value that would
otherwise be included in the calculation of Consolidated Net Income, such
portion of such amount or value shall not be so included for purposes of
calculating the amount of Restricted Payments that may be made pursuant to
paragraph (a) of Section 4.08 hereof.

                "Issue Date" shall mean January 24, 2003.

                "Legal Holiday" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York or at a place of payment are
authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue for the intervening period.

                "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

                "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), security interest, hypothecation or other encumbrance upon or with
respect to any property of any kind, real or personal, movable or immovable, now
owned or hereafter acquired.

                "Management Investors" means the officers, directors, employees
and other members of the management of the Company or a Subsidiary, or family
members or relatives thereof or trusts for the benefit of any of the foregoing,
who at any particular date shall beneficially own or have the right to acquire,
directly or indirectly, Holding Common Stock.

                "Management Stock" means Holding Common Stock, or options,
warrants or rights to acquire Holding Common Stock, held by any of the
Management Investors.

                "Material Subsidiary" means any Subsidiary of the Company that
would be a "significant subsidiary" of the Company as defined in Rule 1-02 of
Regulation S-X under the Securities Act and the Exchange Act.

                "Net Cash Proceeds" means

                (a)     with respect to any Asset Sale by any Person, the
        proceeds thereof (without duplication in respect of any other Asset
        Sale) in the form of cash or Cash Equivalents, including payments in
        respect of deferred payment obligations when received in the form of, or
        stock or other assets when disposed for, cash or Cash Equivalents
        (except to the extent that such obligations are financed or sold with
        recourse to the Company or any Subsidiary), net of (i) brokerage
        commissions and other reasonable fees and expenses (including fees and
        expenses of counsel and investment bankers) related to such Asset Sale,
        (ii) provisions for all taxes payable as a result of such Asset Sale,
        (iii) payments made, and installment payments required to be made, to
        retire indebtedness where payment of such indebtedness is secured by



                                      -16-

        the assets or properties the subject of such Asset Sale, or that must by
        its terms, or in order to obtain a necessary consent to such Asset Sale,
        or by applicable law, be repaid out of the proceeds from such Asset
        Sale, including payments made in respect of principal, interest and
        prepayment premiums and penalties, (iv) amounts required to be paid to
        any Person (other than the Company or any Subsidiary) owning a
        beneficial interest in the assets subject to the Asset Sale and (v) any
        liabilities or obligations associated with the assets disposed of in
        such Asset Sale and retained by the Company or any Subsidiary, as the
        case may be, after such Asset Sale, including, without limitation,
        pension and other post-employment benefit liabilities, liabilities
        related to environmental matters and liabilities under any
        indemnification obligations associated with such Asset Sale, and

                (b)     with respect to any capital contribution or any issuance
        or sale of Capital Stock or options, warrants or rights to acquire
        Capital Stock, or debt securities or Capital Stock that have been
        converted into or exchanged for Capital Stock, as referred to under
        Section 4.08 hereof, the proceeds of such issuance or sale in the form
        of cash or Cash Equivalents, including payments in respect of deferred
        payment obligations when received in the form of, or stock or other
        assets when disposed for, cash or Cash Equivalents (except to the extent
        that such obligations are financed or sold with recourse to the Company
        or any Subsidiary), net of attorneys' fees, accountants' fees and
        brokerage, consultation, underwriting and other fees and expenses
        actually incurred in connection with such issuance or sale and net of
        taxes paid or payable as a result thereof.

                "Non-U.S. Person" means a Person who is not a U.S. Person.

                "Non-U.S. Subsidiary" means any Subsidiary which is not a U.S.
Subsidiary.

                "Note Custodian" means the Trustee, as custodian with respect to
the Notes in global form, or any successor entity thereto.

                "Note Guarantee" or "Guarantee" means, the guarantee by any
Guarantor of the Indenture Obligations upon the terms set forth in Article 10
hereof or upon terms substantially similar to the guarantee of other
Indebtedness giving rise to the obligation of such Guarantor to enter into a
guarantee of the Notes pursuant to Section 4.14 hereof.

                "Notes" has the meaning assigned to it in the preamble to this
Indenture.

                "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice President (i) of such Person, (ii) if such
Person is owned or managed by a single entity, of such entity or (iii) any other
individual designated as an "Officer" for the purposes of this Indenture by the
Board of Directors.



                                      -17-

                "Officers' Certificate" means a certificate signed on behalf of
the Company by one or two Officers of the Company that meets the requirements of
Section 12.05 hereof (to the extent applicable).

                "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
12.05 hereof (to the extent applicable). The counsel may be an employee of or
counsel to the Company (or any Guarantor, if applicable), any Subsidiary of the
Company or the Trustee.

                "Pari Passu Indebtedness" means (i) any Indebtedness of the
Company that is pari passu in right of payment with the Notes and (ii) any
Indebtedness of any Subsidiary Guarantor that is pari passu in right of payment
with the Note Guarantee of such Subsidiary Guarantor.

                "Participant" means, with respect to DTC, Euroclear or
Clearstream Banking, a Person who has an account with DTC, Euroclear or
Clearstream Banking, respectively (and, with respect to DTC, shall include
Euroclear and Clearstream Banking).

                "Permitted Holder" means any of the following: (i) any of C&D
Fund IV, the Management Investors, CDR and their respective Affiliates, (ii) any
investment fund or vehicle managed, sponsored or advised by CDR, (iii) any
limited or general partners of, or other investors in, any of C&D Fund IV and
its Affiliates, or any such investment fund or vehicle and (iv) any Person
acting in the capacity of an underwriter in connection with a public or private
offering of Capital Stock or other equity interests of Holding or the Company.
Upon, from and after the occurrence of the closing under the BRS Investment
Agreement (as determined in good faith by the Company), the term "Permitted
Holder" shall, effective as of the date of this Indenture, also include any of
the following: (i) any of BRS Fund II, BRS and their respective Affiliates, (ii)
any investment fund or vehicle managed, sponsored or advised by BRS and (iii)
any limited or general partners of, or other investors in, any of BRS Fund II
and its Affiliates, or any such investment fund or vehicle.

                "Permitted Indebtedness" means the following:

                (i)     Indebtedness of the Company and the Subsidiary
        Guarantors under any Credit Facility, in an aggregate principal amount
        at any one time outstanding not to exceed the greater of (a)
        $125,000,000 and (b) the sum (determined as of the end of the most
        recently ended fiscal period for which consolidated financial statements
        of the Company are available) of (i) 85% of the book value of accounts
        receivable of the Company and its Subsidiaries calculated in accordance
        with GAAP plus (ii) 60% of the book value of inventory of the Company
        and its Subsidiaries calculated in accordance with GAAP;

               (ii)     Indebtedness of the Company pursuant to the Notes (other
        than any Additional Notes) and Indebtedness of any Subsidiary pursuant
        to a Guarantee of such Notes;

              (iii)     Indebtedness of the Company or any of its Subsidiaries
        outstanding on the date of this Indenture;



                                      -18-

               (iv)     Indebtedness of the Company owing to a Subsidiary;
        provided that any disposition or transfer of any such Indebtedness to a
        Person (other than a Subsidiary) shall be deemed to be an incurrence of
        such Indebtedness by the obligor not permitted by this clause (iv);

                (v)     Indebtedness of a Subsidiary owing to the Company or
        another Subsidiary; provided that (a) any disposition or transfer of any
        such Indebtedness to a Person (other than the Company or a Subsidiary)
        shall be deemed to be an incurrence of such Indebtedness by the obligor
        not permitted by this clause (v) and (b) any transaction pursuant to
        which any Subsidiary, which has Indebtedness owing to the Company or any
        other Subsidiary, ceases to be a Subsidiary shall be deemed to be the
        incurrence of Indebtedness by such Subsidiary that is not permitted by
        this clause (v);

               (vi)     obligations of the Company or any Subsidiary entered
        into in the ordinary course of business (a) pursuant to Interest Rate
        Agreements designed to protect the Company or any Subsidiary against
        fluctuations in interest rates in respect of Indebtedness of the Company
        or any of its Subsidiaries, (b) pursuant to Currency Hedging
        Arrangements entered into by the Company or any of its Subsidiaries in
        respect of its (x) assets or (y) obligations, as the case may be,
        denominated in a foreign currency or (c) pursuant to Commodities
        Agreements;

              (vii)     Indebtedness of the Company or any Subsidiary consisting
        of guarantees, indemnities, or obligations in respect of earnouts or
        purchase price adjustments, in connection with the acquisition or
        disposition of assets permitted under this Indenture;

             (viii)     Indebtedness of the Company or any Subsidiary with
        respect to (a) letters of credit securing obligations under or relating
        to (x) insurance contracts entered into in the ordinary course of
        business, (y) expenses under leases pursuant to which the Company or any
        Subsidiary is lessee or (z) self-insurance in respect of worker
        compensation or (b) other letters of credit issued, or relating to
        liabilities or obligations incurred, in the ordinary course of business;

               (ix)     Indebtedness of the Company or any Subsidiary consisting
        of Purchase Money Indebtedness or Capital Lease Obligations (and any
        renewals, extensions, substitutions, refundings, refinancings or
        replacements thereof) not to exceed $7,500,000 in aggregate principal
        amount outstanding at any given time;

                (x)     Indebtedness of the Company or any Subsidiary consisting
        of guarantees of up to an aggregate principal amount of $5,000,000 of
        borrowings by Management Investors in connection with Management Stock,
        or guarantees in respect of Indebtedness incurred by officers or
        employees of the Company or any Subsidiary in the ordinary course of
        business, or guarantees referred to in clause (g) of the second proviso
        to Section 4.12 hereof;



                                      -19-

               (xi)     obligations of the Company or any Subsidiary in respect
        of judgment, performance, surety and other bonds provided by the Company
        or any Subsidiary in the ordinary course of business;

              (xii)     Indebtedness of any Non-U.S. Subsidiary not to exceed
        $5,000,000 in aggregate principal amount outstanding at any given time;

             (xiii)     Indebtedness of the Company or any Subsidiary arising
        from the honoring of a check, draft or similar instrument drawn against
        insufficient funds; provided that such Indebtedness is extinguished
        within two business days of its incurrence;

              (xiv)     Indebtedness of the Company or any Subsidiary in
        addition to that described in clauses (i) through (xiii) of this
        definition of "Permitted Indebtedness" not to exceed $25,000,000 in
        aggregate principal amount outstanding at any given time;

               (xv)     (A) Guarantees by the Company or any Subsidiary of
        Indebtedness or any other obligation or liability of the Company or any
        Subsidiary (other than any Indebtedness incurred by the Company or such
        Subsidiary, as the case may be, in violation of Section 4.09 hereof) or
        (B) without limiting the provisions of Section 4.10 hereof, Indebtedness
        of the Company or any Subsidiary arising by reason of any Lien granted
        by or applicable to such Person securing Indebtedness of the Company or
        any Subsidiary (other than any Indebtedness incurred by the Company or
        such Subsidiary, as the case may be, in violation of Section 4.09
        hereof); and

              (xvi)     any renewals, extensions, substitutions, refundings,
        refinancings or replacements (collectively, a "refinancing") of (x) any
        Indebtedness described in clause (ii) or (iii) of this definition of
        "Permitted Indebtedness" or (y) any Indebtedness incurred pursuant to
        the proviso to Section 4.09 hereof, including any successive
        refinancings so long as the aggregate principal amount of Indebtedness
        represented thereby does not exceed (a) the principal amount so
        refinanced plus (b) the amount of premium or other payment actually paid
        at such time to refinance the Indebtedness, plus, in either case, the
        amount of expenses of the Company incurred in connection with such
        refinancing, and, in the case of Subordinated Indebtedness, such
        refinancing does not reduce the Stated Maturity of such Indebtedness to
        less than that of the Indebtedness thus refinanced (or, if shorter, that
        of the Notes).

                "Permitted Investment" means

                (i)     Investments in any Subsidiary (including any Person that
        thereby becomes a Subsidiary);

               (ii)     Investments in the Company (including in the Notes);



                                      -20-

              (iii)     Indebtedness (or guarantee of Indebtedness) of the
        Company or any Subsidiary permitted under Section 4.09 hereof;

               (iv)     Cash Equivalents or Temporary Cash Investments;

                (v)     Investments acquired by the Company or any Subsidiary in
        connection with (x) an Asset Sale permitted under Section 4.07 hereof to
        the extent such Investments are non-cash consideration as permitted
        under such Section or (y) a sale or other disposition of property or
        assets not constituting an Asset Sale;

               (vi)     Investments in existence or made pursuant to legally
        binding written commitments in existence on the date of this Indenture;

              (vii)     loans or advances provided by the Company in the
        ordinary course of its business to its officers and employees and loans,
        advances and guarantees referred to in clause (g) of the second proviso
        to Section 4.12 hereof;

             (viii)     receivables owing to the Company or any Subsidiary
        created in the ordinary course of business;

               (ix)     evidences of Indebtedness, securities or other property
        received from another Person by the Company or any Subsidiary in
        connection with any bankruptcy proceeding or other reorganization of
        such other Person or as a result of foreclosure, perfection or
        enforcement of any Lien, or otherwise in settlement for liabilities or
        obligations of such other Person to the Company or any Subsidiary;

                (x)     (A) Interest Rate Agreements designed to protect the
        Company or any Subsidiary against fluctuations in interest rates in
        respect of Indebtedness of the Company or any of its Subsidiaries, (B)
        Currency Hedging Arrangements entered into by the Company or any of its
        Subsidiaries in respect of its (1) assets or (2) obligations, as the
        case may be, denominated in a foreign currency and (C) Commodities
        Agreements;

               (xi)     pledges or deposits (x) with respect to leases or
        utilities provided to third parties in the ordinary course of business
        or (y) otherwise described in the definition of "Permitted Lien" or made
        in connection with Liens permitted under Section 4.10 hereof;

              (xii)     Investments in an aggregate amount outstanding at any
        time not to exceed the amount of Excluded Contributions;

             (xiii)     any Investment to the extent made using Qualified
        Capital Stock of the Company, or Capital Stock of Holding, as
        consideration; and



                                      -21-

              (xiv)     Investments in any Person in addition to those described
        in clauses (i) through (xiii) of this definition of "Permitted
        Investments" not to exceed $15,000,000 in the aggregate at any time
        outstanding.

                "Permitted Lien" means any of the following:

                (i)     Liens for taxes, assessments or other governmental
        charges not yet delinquent or the nonpayment of which in the aggregate
        would not reasonably be expected to have a material adverse effect on
        the Company and its Subsidiaries, or that are being contested in good
        faith and by appropriate proceedings if adequate reserves with respect
        thereto are maintained on the books of the Company or a Subsidiary
        thereof, as the case may be, in accordance with GAAP;

               (ii)     carriers', warehousemen's, mechanics', landlords',
        materialmen's, repairmen's or other like Liens arising in the ordinary
        course of business in respect of obligations that are not overdue for a
        period of more than 60 days, or that are bonded or that are being
        contested in good faith and by appropriate proceedings;

              (iii)     pledges, deposits or Liens in connection with workers'
        compensation, unemployment insurance and other social security and other
        similar legislation or other insurance-related obligations (including,
        without limitation, pledges or deposits securing liability to insurance
        carriers under insurance or self-insurance arrangements);

               (iv)     pledges, deposits or Liens to secure the performance of
        bids, tenders, trade, government or other contracts (other than for
        borrowed money), obligations for utilities, leases, licenses, public or
        statutory obligations, completion guarantees, surety, judgment, appeal
        or performance bonds, other similar bonds, instruments or obligations,
        and other obligations of a like nature incurred in the ordinary course
        of business;

                (v)     easements (including reciprocal easement agreements),
        rights-of-way, building, zoning and similar restrictions, utility
        agreements, covenants, reservations, restrictions, encroachments,
        changes, and other similar encumbrances or title defects incurred, or
        leases or subleases granted to others, in the ordinary course of
        business, which do not in the aggregate materially interfere with the
        ordinary conduct of the business of the Company and its Subsidiaries,
        taken as a whole;

               (vi)     Liens existing on, or provided for under written
        arrangements existing on, the date of this Indenture, or (in the case of
        any such Liens securing Indebtedness of the Company or any of its
        Subsidiaries existing or arising under written arrangements existing on
        the date of this Indenture) securing any Indebtedness incurred in
        connection with any refinancing in respect of such Indebtedness so long
        as the Lien securing such refinancing Indebtedness is limited to all or
        part of the same property or assets (plus improvements, accessions,
        proceeds or dividends or distributions in respect thereof) that secured
        (or under such written arrangements could secure) the original
        Indebtedness;



                                      -22-

              (vii)     (a) mortgages, liens, security interests, restrictions,
        encumbrances or any other matters of record that have been placed by any
        developer, landlord or other third party on property over which the
        Company or any Subsidiary has easement rights or on any leased property
        and subordination or similar agreements relating thereto and (b) any
        condemnation or eminent domain proceedings affecting any real property;

             (viii)     Liens securing Hedging Obligations, Purchase Money
        Indebtedness or Capital Lease Obligations incurred in compliance with
        Section 4.09 hereof;

               (ix)     Liens arising out of judgments, decrees, orders or
        awards in respect of which the Company or any Subsidiary shall in good
        faith be prosecuting an appeal or proceedings for review, which appeal
        or proceedings shall not have been finally terminated, or if the period
        within which such appeal or proceedings may be initiated shall not have
        expired;

                (x)     leases, subleases, licenses or sublicenses to third
        parties;

               (xi)     Liens securing (a) Permitted Indebtedness (other than
        Indebtedness incurred pursuant to clause (iv), (v) or (xvi)(y) of the
        definition of "Permitted Indebtedness"), (b) Bank Indebtedness, (c)
        Indebtedness of any Subsidiary that is not a Guarantor, which
        Indebtedness is permitted to be incurred under this Indenture or (d) the
        Notes or any Note Guarantee thereof;

              (xii)     Liens existing on property or assets of a Person at the
        time such Person becomes a Subsidiary of the Company (or at the time the
        Company or a Subsidiary acquires such property or assets); provided,
        however, that such Liens are not created in connection with, or in
        contemplation of, such other Person becoming such a Subsidiary (or such
        acquisition of such property or assets), and that such Liens are limited
        to all or part of the same property or assets (plus improvements,
        accessions, proceeds or dividends or distributions in respect thereof)
        that secured (or, under the written arrangements under which such Liens
        arose, could secure) the obligations to which such Liens relate;

             (xiii)     Liens on Capital Stock or other securities of an
        Unrestricted Subsidiary that secure Indebtedness or other obligations of
        such Unrestricted Subsidiary;

              (xiv)     any encumbrance or restriction (including, but not
        limited to, put and call agreements) with respect to Capital Stock of
        any joint venture or similar arrangement pursuant to any joint venture
        or similar agreement;

               (xv)     Liens (a) arising by operation of law (or by agreement
        to the same effect) in the ordinary course of business, (b) on property
        or assets under construction (and related rights) in favor of a
        contractor or developer or arising from progress or partial payments by
        a third party relating to such property or assets, (c) on receivables
        (including related rights), (d) on cash set aside at the time of the
        incurrence of any Indebtedness or government securities purchased with
        such cash, in either case to the extent that such cash or government



                                      -23-

        securities prefund the payment of interest on such Indebtedness and are
        held in an escrow account or similar arrangement to be applied for such
        purpose, (e) securing or arising by reason of any netting or set-off
        arrangement entered into in the ordinary course of banking or other
        trading activities, (f) in favor of the Company or any Subsidiary (other
        than Liens on property or assets of the Company in favor of any
        Subsidiary that is not a Guarantor) or (g) arising out of conditional
        sale, title retention, consignment or similar arrangements for the sale
        of goods entered into in the ordinary course of business;

              (xvi)     Liens securing any refinancing, refunding, extension,
        renewal or replacement (in whole or in part) of any Indebtedness or
        other obligation secured by any other Permitted Liens, provided that any
        such new Lien is limited to all or part of the same property or assets
        (plus improvements, accessions, proceeds or dividends or distributions
        in respect thereof) that secured (or, under the written arrangements
        under which the original Lien arose, could secure) the obligations to
        which such Liens relate;

             (xvii)     Liens securing Acquired Indebtedness created prior to
        (and not created in connection with, or in contemplation of) the
        incurrence of such Indebtedness by the Company or any Subsidiary, in
        each case, which Indebtedness is permitted under Section 4.09 hereof so
        long as any such Lien extends only to the assets that were subject to
        such Lien securing such Acquired Indebtedness prior to the related
        acquisition by the Company or any of its Subsidiaries; and

            (xviii)     any Lien on any computer or management information
        systems equipment.

                "Permitted Subsidiary Preferred Stock" means, with respect to
any Subsidiary, any Preferred Stock of such Subsidiary that (x) is Redeemable
Capital Stock or (y) is not Redeemable Capital Stock and no dividends or
distributions thereon are paid (to any Person other than the Company or any
Subsidiary) other than as permitted by Section 4.08 hereof; provided that, in
each case, such Subsidiary would be entitled to incur Permitted Indebtedness in
an aggregate principal amount equal to the aggregate involuntary maximum fixed
repurchase price of such Preferred Stock.

                "Person" means any individual, corporation, limited liability
company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, other entity or government or any agency or
political subdivisions thereof.

                "Preferred Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
such Person's preferred stock, whether now outstanding or issued after the date
of this Indenture, and including, without limitation, all classes and series of
preferred or preference stock.

                "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) hereof to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.



                                      -24-

                "Purchase Money Indebtedness" means any Indebtedness incurred to
finance or refinance the acquisition, leasing, construction or improvement of
property (real or personal) or assets, and whether acquired through the direct
acquisition of such property or assets or the acquisition of the Capital Stock
or other equity interests of any Person owning such property or assets, or
otherwise.

                "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                "Qualified Capital Stock" of any Person means any and all
Capital Stock of such Person other than Redeemable Capital Stock.

                "Redeemable Capital Stock" means any Capital Stock that, either
by its terms or by the terms of any security into which it is convertible or
exchangeable or otherwise, is or upon the happening of an event or passage of
time (other than following the occurrence of a Change of Control or other
similar event described under such terms as a "change of control," or an Asset
Sale) would be, required to be redeemed prior to any Stated Maturity of the
principal of the Notes or is redeemable at the option of the holder thereof
(other than following the occurrence of a Change of Control or other similar
event described under such terms as a "change of control," or an Asset Sale) at
any time prior to any such Stated Maturity, or is convertible into or
exchangeable for debt securities at any time prior to any such Stated Maturity
at the option of the holder thereof (other than following the occurrence of a
Change of Control or other similar event described under such terms as a "change
of control," or an Asset Sale), but excluding Management Stock.

                "Registration Rights Agreement" means (i) that certain agreement
by and among the Company, the Guarantors and Credit Suisse First Boston LLC,
Goldman, Sachs & Co. and Wachovia Securities, Inc. requiring the Company to file
an Exchange Offer Registration Statement and/or a Shelf Registration Statement
and (ii) any registration rights agreement to be entered into relating to the
filing of a registration statement under the Securities Act for exchanges or
resales of Additional Notes.

                "Regulation S" means Regulation S promulgated under the
Securities Act.

                "Regulation S Global Note" means a Regulation S Temporary Global
Note or Regulation S Permanent Global Note, as appropriate.

                "Regulation S Permanent Global Note" means a permanent global
Note in the form of Exhibit A-1 hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee.

                "Regulation S Temporary Global Note" means a temporary global
Note substantially in the form of Exhibit A-2 hereto bearing the Global Note
Legend, the legend set forth in Section 2.06(e)(iii) and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee.



                                      -25-

                "Responsible Officer," when used with respect to the Trustee,
means any officer within the corporate trust department of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

                "Restricted Broker-Dealer" means any broker or dealer registered
with the Commission under the Exchange Act.

                "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

                "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

                "Restricted Period" means the 40-day restricted period as
defined in Regulation S.

                "Rule 144" means Rule 144 promulgated under the Securities Act.

                "Rule 144A" means Rule 144A promulgated under the Securities
Act.

                "Rule 903" means Rule 903 promulgated under the Securities Act.

                "Rule 904" means Rule 904 promulgated the Securities Act.

                "Securities Act" means the Securities Act of 1933, as amended.

                "Securities Offering" means any Indebtedness consisting of
bonds, debentures, notes or other similar debt securities issued in (i) a public
offering or (ii) a private placement to institutional investors that is
underwritten for resale in accordance with Rule 144A (or Rule 144A and
Regulation S), whether or not it includes registration rights entitling the
holders of such debt securities to registration thereof with the Commission for
public resale. The term "Securities Offering," for the avoidance of doubt, shall
not be construed to include any Indebtedness issued to institutional investors
in a direct placement of such Indebtedness that is not underwritten by an
intermediary (it being understood that, without limiting the foregoing, a
financing that is distributed to not more than ten Persons (provided that
multiple managed accounts and affiliates of any such Persons shall be treated as
one Person for the purposes of this definition) shall not be deemed
underwritten), or any commercial bank or similar Indebtedness, receivables
financing, Capital Lease Obligation or recourse transfer of any financial asset
or any other type of Indebtedness incurred in a manner not customarily viewed as
a "securities offering."

                "Shelf Registration Statement" means a shelf registration
statement filed by the Company with the Commission to register resales of Notes
or Exchange Notes.



                                      -26-

                "Sponsors" means (i) CD&R and (ii) upon, from and after the
occurrence of the closing under the BRS Investment Agreement (as determined in
good faith by the Company), and effective as of the date of this Indenture, the
collective reference to CD&R and BRS.

                "Stated Maturity" when used with respect to any Indebtedness or
any installment of interest thereon, means the dates specified in such
Indebtedness as the fixed date on which the principal of such Indebtedness or
such installment of interest is due and payable.

                "Subordinated Indebtedness" means (i) Indebtedness of the
Company that by its express terms is subordinated in right of payment to the
Notes and (ii) Indebtedness of a Guarantor that by its express terms is
subordinated in right of payment to the Note Guarantee of such Guarantor.

                "Subsidiary" means any Person a majority of the equity ownership
or the Voting Stock of which is at the time owned, directly or indirectly, by
the Company or by one or more other Subsidiaries, or by the Company and one or
more other Subsidiaries; provided that an Unrestricted Subsidiary shall not be
deemed a Subsidiary for purposes of this Indenture.

                "Subsidiary Guarantor" or "Guarantor" means any Subsidiary which
has issued a Note Guarantee.

                "Subsidiary Person" of any Person means any corporation,
association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other equity interests
(including partnership interests) entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by (i) such
Person or (ii) one or more Subsidiaries of such Person.

                "Temporary Cash Investments" means

                (i)     any evidence of Indebtedness, maturing not more than one
        year after the date of acquisition, issued by the United States of
        America, or an instrumentality or agency thereof and guaranteed fully as
        to principal, premium, if any, and interest by the United States of
        America;

               (ii)     any certificate of deposit or bankers' acceptance,
        maturing not more than one year after the date of acquisition, issued
        by, or time deposit of, a commercial banking institution that is a
        member of the Federal Reserve System and that has combined capital and
        surplus and undivided profits of not less than $500,000,000 (or the
        equivalent thereof); provided that the short-term debt of such
        commercial bank (other than the short-term debt of a lender under any
        Credit Facility) has a rating, at the time as of which any investment
        therein is made, of "P-1" (or higher) according to Moody's or "A-1" (or
        higher) according to S&P;

              (iii)     commercial paper, maturing not more than one year after
        the date of acquisition, issued by a corporation (other than an
        Affiliate or Subsidiary of the Company or Holding) organized and
        existing under the laws of the United States of America with a rating,



                                      -27-

        at the time as of which any investment therein is made, of "P-1" (or
        higher) according to Moody's or "A-1" (or higher) according to S&P;

               (iv)     any money market deposit accounts issued or offered by a
        domestic commercial bank having capital and surplus in excess of
        $500,000,000 or the equivalent thereof; provided that the short-term
        debt of such commercial bank (other than the short-term debt of a lender
        under any Credit Facility) has a rating, at the time of investment, of
        "P-1" (or higher) according to Moody's or "A-1" (or higher) according to
        S&P; and

                (v)     repurchase obligations with a term of not more than
        seven days for underlying securities of the types described in clause
        (i) above entered into with any financial institution.

                "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA, except as provided in Section 9.03 hereof.

                "Transaction" means, collectively, (i) the redemption or other
acquisition or retirement of the Company's 9 1/2% Senior Subordinated Notes due
2003, (ii) the repayment of outstanding amounts under the Company's existing
Credit Facility, termination of commitments thereunder, and collateralization of
letters of credit remaining outstanding (if any), (iii) the declaration and
payment of a dividend or distribution by the Company to Holding of up to $100.0
million, (iv) the entry into a new Credit Facility by one or more of the Company
and its Subsidiaries, (v) the performance of the BRS Investment Agreement and
the consummation of the investment and other transactions contemplated thereby
and (vi) all other transactions relating to any of the foregoing.

                "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

                "Unrestricted Definitive Note" means one or more Definitive
Notes that do not bear and are not required to bear the Private Placement
Legend.

                "Unrestricted Global Note" means a permanent global Note
substantially in the form of Exhibit A-1 attached hereto that bears the Global
Note Legend and that has the "Schedule of Exchanges of Interests in the Global
Note" attached thereto, and that is deposited with or on behalf of and
registered in the name of the Depositary, representing a series of Notes that do
not bear the Private Placement Legend.

                "Unrestricted Subsidiary" means any subsidiary of the Company
that would but for this definition of "Unrestricted Subsidiary" be a Subsidiary,
as to which all of the following conditions apply: (i) neither the Company nor
any of its other Subsidiaries (other than Unrestricted Subsidiaries) provides
credit support for any Indebtedness of such subsidiary (including any
undertaking, agreement or instrument evidencing such Indebtedness), except to
the extent the



                                      -28-

Company would otherwise be permitted to make a Restricted Payment pursuant to,
or an Investment in such subsidiary permitted by, Section 4.08 hereof, (ii) such
subsidiary is not liable, directly or indirectly, with respect to any
Indebtedness other than Unrestricted Subsidiary Indebtedness, (iii) neither the
Company nor any of its Subsidiaries (other than Unrestricted Subsidiaries) has
made an Investment in such subsidiary unless such Investment was permitted by
Section 4.08 hereof and (iv) the Board of Directors, as provided below, shall
have designated such subsidiary to be an Unrestricted Subsidiary. Any such
designation by the Board of Directors shall be evidenced to the Trustee by
filing with the Trustee a board resolution giving effect to such designation and
an Officers' Certificate certifying that such designation complies with the
foregoing conditions. The Board of Directors may designate any Unrestricted
Subsidiary as a Subsidiary; provided that (i) immediately after giving pro forma
effect to such designation, the Company could incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) pursuant to the restrictions
set forth in Section 4.09 hereof and (ii) all Indebtedness of such Unrestricted
Subsidiary shall be deemed to be incurred on the date such Unrestricted
Subsidiary becomes a Subsidiary. Any subsidiary of an Unrestricted Subsidiary
shall be an Unrestricted Subsidiary for purposes of this Indenture.

                "Unrestricted Subsidiary Indebtedness" of any Unrestricted
Subsidiary means Indebtedness of such Unrestricted Subsidiary (i) as to which
neither the Company nor any Subsidiary is directly or indirectly liable (by
virtue of the Company or any such Subsidiary being the primary obligor on,
guarantor of, or otherwise liable in any respect to, such Indebtedness), except
to the extent the Company or any Subsidiary is permitted to incur Guaranteed
Debt as to an Affiliate pursuant to Section 4.08 hereof, in which case the
Company shall be deemed to have made a Restricted Payment or, if applicable, a
Permitted Investment or Permitted Payment equal to the principal amount of any
such Indebtedness to the extent guaranteed and (ii) which, upon the occurrence
of a default with respect thereto, does not result in, or permit any holder of
any Indebtedness of the Company or any Subsidiary to declare, a default on such
Indebtedness of the Company or any Subsidiary or cause the payment thereof to be
accelerated or payable prior to its Stated Maturity.

                "U.S. Government Obligations" means direct obligations of, and
obligations guaranteed by, the United States of America for the payment of which
the full faith and credit of the United States of America is pledged and which
are not callable or redeemable at the issuer's option.

                "U.S. Person" means a U.S. person as defined in Rule 902(k)
under the Securities Act.

                "U.S. Subsidiary" means any Subsidiary organized under the laws
of the United States of America, any state thereof or the District of Columbia.

                "Voting Stock" means stock or other equity interests of the
class or classes pursuant to which the holders thereof have the general voting
power under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of a Person (irrespective of whether or not at
the time stock or other equity interests of any other class or classes shall
have or might have voting power by reason of the happening of any contingency).



                                      -29-

                Section 1.02.   Other Definitions.

                                                                      Defined in
               Term                                                    Section
               ----------------------------------                     ----------
               "Change of Control Offer"                                 4.06
               "Change of Control Purchase Date"                         4.06
               "Change of Control Purchase Price"                        4.06
               "Covenant Defeasance"                                     8.03
               "Deficiency"                                              4.07
               "Discharge"                                               1.01
               "DTC"                                                     2.03
               "Excess Proceeds"                                         4.07
               "incur"                                                   4.09
               "Moody's"                                                 1.01
               "Legal Defeasance"                                        8.02
               "Note Amount"                                             4.07
               "Offer"                                                   4.07
               "Offer Amount"                                            4.07
               "Offer Date"                                              4.07
               "Offer Period"                                            4.07
               "Offered Price"                                           4.07
               "Pari Passu Debt Amount"                                  4.07
               "Pari Passu Offer"                                        4.07
               "Paying Agent"                                            2.03
               "Permitted Payments"                                      4.08
               "Purchase"                                                1.01
               "Purchase Date"                                           4.07
               "Redemption Amount"                                       3.07
               "refinancing"                                          1.01; 4.08
               "Registrar"                                               2.03
               "Required Filing Dates"                                   4.16
               "Restricted Payments"                                     4.08
               "S&P"                                                     1.01
               "Sale"                                                    1.01
               "Series A Notes"                                        Preamble
               "Surviving Entity"                                        5.01
               "Transfer"                                                1.01

                Section 1.03.   Incorporation by Reference of Trust Indenture
                                Act.

                Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                The following TIA term used in this Indenture has the following
meaning:



                                      -30-

                "obligor" on the Notes means the Company or any Guarantor and
any other obligor upon the Notes.

                All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
under the TIA have the meanings so assigned to them.

                This Indenture is subject to the mandatory provisions of the
TIA, which are incorporated by reference in and made a part of this Indenture.
If any provision hereof limits, qualifies or conflicts with a provisions of the
TIA that is required under the TIA to be a part of and govern this Indenture,
the latter provisions shall control. If any provision hereof modifies or
excludes any provision of the TIA that may be so modified or excluded, the
latter provision shall be deemed (i) to apply to this Indenture as so modified
or (ii) to be excluded, as the case may be.

                Section 1.04.   Rules of Construction.

                Unless the context otherwise requires:

                (i)     a term has the meaning assigned to it;

               (ii)     an accounting term not otherwise defined has the meaning
        assigned to it in accordance with GAAP;

              (iii)     "or" is not exclusive;

               (iv)     words in the singular include the plural, and in the
        plural include the singular;

                (v)     provisions apply to successive events and transactions;

               (vi)     the words "include," and "included" and "including" as
        used herein shall be deemed in each case to be followed by the phrase
        "without limitation," if not expressly followed by such phrase or the
        phrase "but not limited to";

              (vii)     all references to "$" or "dollars" shall refer to the
        lawful currency of the United States of America; and

             (viii)     references to sections of or rules under the Securities
        Act shall be deemed to include substitute, replacement or successor
        sections or rules adopted by the Commission from time to time.



                                      -31-

                                    ARTICLE 2

                                    THE NOTES

                Section 2.01.   Form and Dating.

                The Notes and the Trustee's certificate of authentication shall
be substantially in the form of Exhibit A hereto. The Notes may have notations,
legends or endorsements required by law, stock exchange rule or usage. Each Note
shall be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof.

                The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company, the Guarantors, and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions and to be bound
thereby. However, to the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall
govern and be controlling.

                Notes issued in global form shall be substantially in the form
of Exhibit A-1 attached hereto (including the Global Note Legend and the
"Schedule of Exchanges in the Global Note" attached thereto). Notes issued in
definitive form shall be substantially in the form of Exhibit A-1 attached
hereto (but without the Global Note Legend and without the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Each Global Note
shall represent such of the outstanding Notes as shall be specified therein and
each shall provide that it shall represent the aggregate principal amount of
outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the Note Custodian, at the direction of
the Trustee, in accordance with instructions given by the Holder thereof as
required by Section 2.06 hereof.

                Notes offered and sold in reliance on Regulation S shall be
issued initially in the form of the Regulation S Temporary Global Note, which
shall be deposited on behalf of the purchasers of the Notes represented thereby
with the Trustee, at its St. Paul, Minnesota office, as custodian for the
Depositary, and registered in the name of the Depositary or the nominee of the
Depositary for the accounts of designated agents holding on behalf of Euroclear
or Clearstream Banking, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. Following the termination of the Restricted
Period, beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in Regulation S Permanent Global Notes
pursuant to the Applicable Procedures. Simultaneously with the authentication of
Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S
Temporary Global Note. The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the



                                      -32-

Depositary or its nominee, as the case may be, in connection with transfers of
interest as hereinafter provided.

                The operating procedures, terms and conditions of Euroclear and
Clearstream Banking shall be applicable to transfers of beneficial interests in
the Regulation S Temporary Global Note and Regulation S Permanent Global Notes
that are held by Participants through Euroclear or Clearstream Banking.

                Section 2.02.   Execution and Authentication.

                One or two Officers shall sign the Notes for the Company by
manual or facsimile signature.

                If an Officer whose signature is on a Note no longer holds that
office at the time a Note is authenticated, the Note shall nevertheless be
valid.

                A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

                The Trustee shall, upon a written order of the Company signed by
one or two Officers, authenticate Notes (i) on the Issue Date in the aggregate
principal amount of $200,000,000 and (ii) after the Issue Date in an unlimited
principal amount subject to Section 4.09 hereof. Subject to Section 4.09 hereof,
there shall be no limit on the aggregate principal amount of Notes that may be
outstanding at any time.

                The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

                Section 2.03.   Registrar and Paying Agent.

                The Company and the Guarantors shall maintain an office or
agency where Notes may be presented for registration of transfer or for exchange
("Registrar") and an office or agency where Notes may be presented for payment
("Paying Agent"). The Registrar shall keep a register of the Notes and of their
transfer and exchange. The Company may appoint one or more co-registrars and one
or more additional paying agents. The term "Registrar" includes any co-registrar
and the term "Paying Agent" includes any additional paying agent. The Company
may change any Paying Agent or Registrar without notice to any Holder. The
Company shall notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. The Trustee will initially act as Paying Agent
and Registrar for the Notes. The Company may change the Paying Agent or
Registrar without prior notice to the Holders of the Notes, or the Company or
any of its Subsidiaries may act as



                                      -33-

Paying Agent or Registrar. If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such.

                The Company initially appoints The Depository Trust Company
("DTC") to act as Depositary with respect to the Global Notes.

                The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and acknowledges that the Trustee is acting as Note
Custodian with respect to the Global Notes.

                Section 2.04.   Paying Agent to Hold Money in Trust.

                The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all money held by the Paying Agent for the
payment of principal, premium or Additional Interest, if any, or interest on the
Notes, and will notify the Trustee of any default by the Company or the
Guarantors in making any such payment. While any such default continues, the
Trustee may require a Paying Agent to pay all money held by it to the Trustee.
The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee, such money to be held by the Trustee upon the same trusts as
those upon which such money was held by such Paying Agent. Upon payment over to
the Trustee, the Paying Agent (if other than the Company or a Guarantor) shall
have no further liability for the money. If the Company or a Guarantor acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Notes.

                Section 2.05.   Holder Lists.

                The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company and/or the Guarantors shall furnish to the
Trustee at least seven Business Days before each interest payment date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of the Holders of Notes and the Company and the Guarantors shall otherwise
comply with TIA Section 312(a).

                Section 2.06. Transfer and Exchange.

                (a)     Transfer and Exchange of Global Notes. A Global Note may
not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. All Global Notes
will be exchanged by the Company for Definitive Notes if (i) the Company
delivers to the Trustee notice from the Depositary that it is unwilling or
unable to continue to act as Depositary or that it is no longer a clearing
agency registered under the Exchange Act and, in either case, a successor



                                      -34-

Depositary is not appointed by the Company within 90 days after the date of such
notice from the Depositary, (ii) the Company in its sole discretion determines
that the Global Notes (in whole but not in part) should be exchanged for
Definitive Notes and delivers a written notice to such effect to the Trustee;
provided that in no event shall the Regulation S Temporary Global Note be
exchanged by the Company for Definitive Notes prior to (x) the expiration of the
Restricted Period and (y) the receipt by the Registrar of any certificates
required pursuant to Rule 903 under the Securities Act or (iii) an Event of
Default has occurred and is continuing, and the Depositary so requests. Upon the
occurrence of either of the preceding events in (i) or (ii) above, Definitive
Notes (accompanied by a notation of the Note Guarantees duly endorsed by the
Guarantors) shall be issued in such names as the Depositary shall instruct the
Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.07 and 2.11 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to Section 2.07 or 2.11 hereof, shall be authenticated and delivered in
the form of, and shall be, a Global Note. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (d) hereof.

                (b)     Transfer and Exchange of Beneficial Interests in the
Global Notes. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes shall be subject to restrictions on transfer
comparable to those set forth herein to the extent required by the Securities
Act. Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
all other applicable provisions of this Section 2.06:

                (i)     Transfer of Beneficial Interests in the Same Global
        Note. Beneficial interests in any Restricted Global Note may be
        transferred to Persons who take delivery thereof in the form of a
        beneficial interest in the same Restricted Global Note in accordance
        with the transfer restrictions set forth in the Private Placement
        Legend; provided, however, that prior to the expiration of the
        Restricted Period transfers of beneficial interests in the Regulation S
        Temporary Global Note may not be made to a U.S. Person or for the
        account or benefit of a U.S. Person. Beneficial interests in any
        Unrestricted Global Note may be transferred only to Persons who take
        delivery thereof in the form of a beneficial interest in an Unrestricted
        Global Note. No written orders or instructions shall be required to be
        delivered to the Registrar to effect the transfers described in this
        Section 2.06(b)(i).

               (ii)     All Other Transfers and Exchanges of Beneficial
        Interests in Global Notes. In connection with all transfers and
        exchanges of beneficial interests (other than a transfer of a beneficial
        interest in a Global Note to a Person who takes delivery thereof in the
        form of a beneficial interest in the same Global Note), the transferor
        of such beneficial interest must deliver to the Registrar either (A) (i)
        a written order from a Participant or an Indirect Participant given to
        the Depositary in accordance with the Applicable Procedures directing
        the Depositary to credit or cause to be credited a beneficial interest
        in another Global Note in an amount equal to the beneficial interest to
        be transferred or exchanged and (ii) instructions



                                      -35-

        given in accordance with the Applicable Procedures containing
        information regarding the Participant account to be credited with such
        increase or (B) if Definitive Notes are to be issued in accordance with
        Section 2.06(a) hereof (i) a written order from a Participant or an
        Indirect Participant given to the Depositary in accordance with the
        Applicable Procedures directing the Depositary to cause to be issued a
        Definitive Note in an amount equal to the beneficial interest to be
        transferred or exchanged and (ii) instructions given by the Depositary
        to the Registrar containing information regarding the Person in whose
        name such Definitive Note shall be registered to effect the transfer or
        exchange referred to in (i) above; provided that in no event shall
        Definitive Notes be issued upon the transfer or exchange of beneficial
        interests in the Regulation S Temporary Global Note prior to (x) the
        expiration of the Restricted Period and (y) the receipt by the Registrar
        of any certificates required pursuant to Rule 903 under the Securities
        Act. With respect to transfers and exchanges of beneficial interests in
        a Global Note in connection with an Exchange Offer by the Company as
        contemplated by Section 2.06(d) hereof, the requirements of this Section
        2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the
        Registrar of the instructions contained in the Letter of Transmittal
        delivered by the Holder of such beneficial interests in the Restricted
        Global Notes. Upon satisfaction of all of the requirements for transfer
        or exchange of beneficial interests in Global Notes contained in this
        Indenture and the Notes or otherwise applicable under the Securities
        Act, the Trustee shall adjust the principal amount of the relevant
        Global Note(s) pursuant to Section 2.06(f) hereof.

              (iii)     Transfer of Beneficial Interests to Another Restricted
        Global Note. A beneficial interest in any Restricted Global Note may be
        transferred to a Person who takes delivery thereof in the form of a
        beneficial interest in another Restricted Global Note if the transfer
        complies with the requirements of clause (ii) above and the Registrar
        receives the following:

                        (A)     if the transferee will take delivery in the form
                of a beneficial interest in the 144A Global Note, then the
                transferor must deliver a certificate in the form of Exhibit B
                hereto, including the certifications in item (1) thereof; and

                        (B)     if the transferee will take delivery in the form
                of a beneficial interest in the Regulation S Temporary Global
                Note or the Regulation S Global Note, then the transferor must
                deliver a certificate in the form of Exhibit B hereto, including
                the certifications in item (2) thereof.

               (iv)     Transfer and Exchange of Beneficial Interests in a
        Restricted Global Note for Beneficial Interests in the Unrestricted
        Global Note. A beneficial interest in any Restricted Global Note may be
        exchanged by any holder thereof for a beneficial interest in an
        Unrestricted Global Note or transferred to a Person who takes delivery
        thereof in the form of a beneficial interest in an Unrestricted Global
        Note if the exchange or transfer complies with the requirements of
        clause (ii) above and:



                                      -36-

                        (A)     such exchange or transfer is effected pursuant
                to an Exchange Offer in accordance with a Registration Rights
                Agreement and the holder of the beneficial interest to be
                transferred, in the case of an exchange, or the transferee, in
                the case of a transfer, is not (i) a broker-dealer, (ii) a
                Person participating in the distribution of the Exchange Notes,
                (iii) a Person who is an affiliate (as defined in Rule 144) of
                the Company or (iv) a Person who is otherwise not permitted to
                receive such beneficial interest under any applicable law, rule
                or regulation or any interpretation thereof by the Commission or
                its staff;

                        (B)     any such transfer is effected pursuant to a
                Shelf Registration Statement in accordance with a Registration
                Rights Agreement;

                        (C)     any such transfer is effected by a Restricted
                Broker-Dealer pursuant to an Exchange Offer Registration
                Statement in accordance with a Registration Rights Agreement; or

                        (D)     the Registrar receives the following:

                                (i)     if the holder of such beneficial
                        interest in a Restricted Global Note proposes to
                        exchange such beneficial interest for a beneficial
                        interest in an Unrestricted Global Note, a certificate
                        from such holder in the form of Exhibit C hereto,
                        including the certifications in item (1)(a) thereof;

                               (ii)     if the holder of such beneficial
                        interest in a Restricted Global Note proposes to
                        transfer such beneficial interest to a Person who shall
                        take delivery thereof in the form of a beneficial
                        interest in an Unrestricted Global Note, a certificate
                        from such holder in the form of Exhibit B hereto,
                        including the certifications in item (4) thereof; and

                              (iii)     in each such case set forth in this
                        subparagraph (D), an Opinion of Counsel reasonably
                        acceptable to the Company and the Registrar to the
                        effect that such exchange or transfer is in compliance
                        with the Securities Act and that the restrictions on
                        transfer contained herein and in the Private Placement
                        Legend are not required in order to maintain compliance
                        with the Securities Act.

                If any such transfer is effected pursuant to subparagraph (B) or
(D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an authentication order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of beneficial interests transferred pursuant to subparagraph
(B) or (D) above.



                                      -37-

                Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

                (c)     Transfer and Exchange of Definitive Notes for Definitive
Notes. Upon request by a Holder of Definitive Notes and such Holder's compliance
with the provisions of this Section 2.06(c), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Company and the Registrar duly executed by
such Holder or by his attorney, duly authorized in writing. In addition, the
requesting Holder shall provide any additional certifications, documents and
information, as applicable, pursuant to the provisions of this Section 2.06(c).

                (i)     Restricted Definitive Notes may be transferred to and
        registered in the name of Persons who take delivery thereof if the
        Registrar receives the following:

                        (A)     if the transfer will be made pursuant to
                Rule 144A under the Securities Act, then the transferor must
                deliver a certificate in the form of Exhibit B hereto, including
                the certifications in item (1) thereof;

                        (B)     if the transfer will be made pursuant to
                Rule 903 or Rule 904, then the transferor must deliver a
                certificate in the form of Exhibit B hereto, including the
                certifications in item (2) thereof; and

                        (C)     if the transfer will be made pursuant to any
                other exemption from the registration requirements of the
                Securities Act, then the transferor must deliver a certificate
                in the form of Exhibit B hereto, including the certifications,
                certificates and Opinion of Counsel required by item (3)
                thereof, if applicable.

                (ii)    Any Restricted Definitive Note may be exchanged by the
        Holder thereof for an Unrestricted Definitive Note or transferred to a
        Person or Persons who take delivery thereof in the form of an
        Unrestricted Definitive Note if:

                        (A)     such exchange or transfer is effected pursuant
                to an Exchange Offer in accordance with a Registration Rights
                Agreement and the Holder, in the case of an exchange, or the
                transferee, in the case of a transfer, is not (i) a
                broker-dealer, (ii) a Person participating in the distribution
                of the Exchange Notes, (iii) a Person who is an affiliate (as
                defined in Rule 144) of the Company or (iv) a Person who is
                otherwise not permitted to receive such beneficial interest
                under any applicable law, rule or regulation or any
                interpretation thereof by the Commissions or its staff;

                        (B)     any such transfer is effected pursuant to a
                Shelf Registration Statement in accordance with a Registration
                Rights Agreement;



                                      -38-

                        (C)     any such transfer is effected by a Restricted
                Broker-Dealer pursuant to an Exchange Offer Registration
                Statement in accordance with a Registration Rights Agreement; or

                        (D)     the Registrar receives the following:

                                (1)     if the Holder of such Restricted
                        Definitive Notes proposes to exchange such Notes for an
                        Unrestricted Definitive Note, a certificate from such
                        Holder in the form of Exhibit C hereto, including the
                        certifications in item (1)(b) thereof;

                                (2)     if the Holder of such Restricted
                        Definitive Notes proposes to transfer such Notes to a
                        Person who shall take delivery thereof in the form of an
                        Unrestricted Definitive Note, a certificate from such
                        Holder in the form of Exhibit B hereto, including the
                        certifications in item (4) thereof; and

                                (3)     in each such case set forth in this
                        subparagraph (D), an Opinion of Counsel reasonably
                        acceptable to the Company and the Registrar to the
                        effect that such exchange or transfer is in compliance
                        with the Securities Act, that the restrictions on
                        transfer contained herein and in the Private Placement
                        Legend are not required in order to maintain compliance
                        with the Securities Act, and such Restricted Definitive
                        Note is being exchanged or transferred in compliance
                        with any applicable blue sky or securities laws of any
                        State of the United States.

              (iii)     A Holder of Unrestricted Definitive Notes may transfer
        such Notes to a Person who takes delivery thereof in the form of an
        Unrestricted Definitive Note. Upon receipt of a request for such a
        transfer, the Registrar shall register the Unrestricted Definitive Notes
        pursuant to the instructions from the Holder thereof. Unrestricted
        Definitive Notes cannot be exchanged for or transferred to Persons who
        take delivery thereof in the form of a Restricted Definitive Note.

                (d)     Exchange Offer. Upon the consummation of an Exchange
Offer in accordance with a Registration Rights Agreement, the Company shall
issue and, upon receipt of an authentication order in accordance with Section
2.02 hereof, the Trustee shall authenticate (i) one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of the
beneficial interests in the Restricted Global Notes (1) tendered for acceptance
by persons that are not (x) broker-dealers, (y) Persons participating in the
distribution of the Exchange Notes or (z) Persons who are affiliates (as defined
in Rule 144) of the Company or otherwise ineligible to participate in an
Exchange Offer, and (2) accepted for exchange in an Exchange Offer and (ii)
Definitive Notes in an aggregate principal amount equal to the principal amount
of the Restricted Definitive Notes accepted for exchange in an Exchange Offer.
Concurrent with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and shall issue a replacement Restricted Global Note (the
"Private Exchange Notes") in



                                      -39-

an amount equal to the remaining aggregate principal amount of the existing
Restricted Global Note. The Company shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Definitive Notes in the appropriate principal amount.

                (e)     Legends. The legends set forth below shall appear on the
face of all Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                (i)     Private Placement Legend.

                        (A)     Except as permitted by subparagraph (B) below,
                each Global Note and each Definitive Note (and all Notes issued
                in exchange therefor or substitution thereof) shall bear the
                legend in substantially the following form:

                        THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN
                        A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED
                        STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND
                        HAS NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS,
                        AND THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED,
                        PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED IN THE
                        ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
                        THEREFROM. EACH PURCHASER OF THIS NOTE IS NOTIFIED THAT
                        THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION
                        FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
                        PROVIDED BY RULE 144A THEREUNDER.

                        THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1)
                        REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
                        BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
                        ("RULE 144A")) OR (B) IS NOT A U.S. PERSON AND IS
                        ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION PURSUANT
                        TO REGULATION S UNDER THE SECURITIES ACT AND (2) AGREES
                        FOR THE BENEFIT OF THE ISSUER HEREOF THAT (A) THIS NOTE
                        MAY BE OFFERED, RESOLD, ASSIGNED, PLEDGED, ENCUMBERED OR
                        OTHERWISE TRANSFERRED ONLY (I) INSIDE THE UNITED STATES
                        TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
                        "QUALIFIED INSTUTIONAL BUYER" (AS DEFINED IN RULE 144A)
                        IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
                        (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
                        TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER



                                      -40-

                        THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM
                        REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE
                        144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN
                        EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
                        ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE
                        WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
                        UNITED STATES, AND SUBJECT TO THE COMPANY'S AND THE
                        TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
                        TRANSFER (X) PURSUANT TO CLAUSE (II) OR (III) TO REQUIRE
                        THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
                        AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
                        AND (Y) IN THE CASE OF ANY OF THE FOREGOING CLAUSES (I)
                        THROUGH (IV), TO REQUIRE THAT A CERTIFICATE OF TRANSFER
                        IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS
                        COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY
                        AND THE TRUSTEE. THE HOLDER WILL, AND EACH SUBSEQUENT
                        HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE
                        FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.

                        (B)     Notwithstanding the foregoing, any Global Note
                or Definitive Note issued pursuant to subparagraph (b)(iv),
                (c)(ii), (c)(iii) or (d) of this Section 2.06 (and all Notes
                issued in exchange therefor or substitution thereof) shall not
                bear the Private Placement Legend.

               (ii)     Global Note Legend. Each Global Note shall bear a legend
        in substantially the following form:

                "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
                BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE
                TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE
                TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
                PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE
                MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
                2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
                DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
                2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
                TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
                CONSENT OF THE COMPANY."



                                      -41-

              (iii)     Regulation S Temporary Global Note Legend. The
        Regulation S Temporary Global Note shall bear a legend in substantially
        the following form:

                "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
                NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE
                FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS
                DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF
                THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO
                RECEIVE PAYMENT OF INTEREST HEREON."

                (f)     Cancellation and/or Adjustment of Global Notes. At such
time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or canceled in whole and not in part, each such Global Note shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who will take delivery thereof
in the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note, by the
Trustee or by the Depositary at the direction of the Trustee, to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note, by the Trustee or by the
Depositary at the direction of the Trustee, to reflect such increase.

                (g)     General Provisions Relating to Transfers and Exchanges.

                (i)     To permit registrations of transfers and exchanges, the
        Company shall execute and the Trustee shall authenticate Global Notes
        and Definitive Notes upon the Company's order or at the Registrar's
        request.

               (ii)     No service charge shall be made to a holder of a
        beneficial interest in a Global Note or to a Holder of a Definitive Note
        for any registration of transfer or exchange, but the Company may
        require payment of a sum sufficient to cover any transfer tax or similar
        governmental charge payable in connection therewith.

              (iii)     The Registrar shall not be required to register the
        transfer of or exchange any Note selected for redemption in whole or in
        part, except the unredeemed portion of any Note being redeemed in part.

               (iv)     All Global Notes and Definitive Notes issued upon any
        registration of transfer or exchange of Global Notes or Definitive Notes
        shall be the valid obligations of the Company and the Guarantors,
        evidencing the same debt, and entitled to the same benefits



                                      -42-

        under this Indenture, as the Global Notes or Definitive Notes
        surrendered upon such registration of transfer or exchange.

                (v)     The Company shall not be required (A) to issue, to
        register the transfer of or to exchange Notes during a period beginning
        at the opening of business 15 days before the day of mailing of notice
        of redemption (or purchase) and ending at the close of business on the
        day of such mailing, (B) to register the transfer of or to exchange any
        Note so selected for redemption in whole or in part, except the
        unredeemed portion of any Note being redeemed in part or (C) to register
        the transfer of or to exchange a Note between a record date and the next
        succeeding interest payment date.

               (vi)     Prior to due presentment for the registration of a
        transfer of any Note, the Trustee, any Agent, the Company and any
        Guarantor may deem and treat the Person in whose name any Note is
        registered as the absolute owner of such Note for the purpose of
        receiving payment of principal of and interest on such Notes and for all
        other purposes, and none of the Trustee, any Agent or the Company shall
        be affected by notice to the contrary, provided that the Trustee, any
        Agent, the Company and any Guarantor may, in the discretion of any of
        them, treat as the instrument or writing of a Holder any instrument or
        writing of any Person that is identified by the Depositary as the owner
        of a beneficial interest in any Global Note.

              (vii)     The Trustee shall authenticate Global Notes and
        Definitive Notes in accordance with the provisions of Section 2.02
        hereof.

             (viii)     All certifications, certificates and Opinions of Counsel
        required to be submitted to the Registrar pursuant to this Section 2.06
        to effect a transfer or exchange may be submitted by facsimile unless
        otherwise required by the Company, the Trustee or the Registrar.

               (ix)     Each Holder of a Note by its acceptance thereof agrees
        to indemnify the Company, the Registrar and the Trustee against any
        liability that may result from the transfer, exchange or assignment of
        such Holder's Note in violation of any provision of this Indenture
        and/or applicable United States federal or state securities law.

                (x)     In connection with any transfer of any interest in any
        Note, the Trustee, the Registrar and the Company shall be entitled to
        receive, shall have no obligation or duty to inquire into, may
        conclusively presume the correctness of, and shall be fully protected in
        relying upon the certificates, opinions and other information referred
        to herein (or in the forms provided herein, attached hereto or to the
        Notes, or otherwise) received from any Holder and any transferee of any
        interest in any Note regarding the validity, legality and due
        authorization of such transfer, the eligibility of the transferee to
        receive such interest in such Note and any other facts and circumstances
        relating to such transfer.

               (xi)     By its acceptance of any Notes bearing the Private
        Placement Legend, each Holder of such Note acknowledges the restrictions
        on transfer of such Note set forth in this



                                      -43-

        Indenture and in the Private Placement Legend and agrees that it will
        transfer such Note only as provided in this Indenture.

              (xii)     The Registrar shall retain copies of all letters,
        notices and other written communications received pursuant to this
        Section 2.06 (including all Notes received for transfer pursuant to this
        Section 2.06). The Company shall have the right to require the Registrar
        to deliver to the Company, at the Company's expense, copies of all such
        letters, notices or other written communications at any reasonable time
        upon the giving of reasonable written notice to the Registrar.

                Section 2.07.   Replacement Notes.

                If any mutilated Note is surrendered to the Trustee, or the
Company and the Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, the Company shall issue and the Trustee,
upon the written order of the Company signed by one or two Officers of the
Company, shall authenticate a replacement Note if the Trustee's requirements are
met. In all such cases, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Guarantors, the Trustee, any Agent and any authenticating agent
from any loss that any of them may suffer if a Note is replaced. The Company may
charge for its expenses in replacing a Note.

                Every replacement Note is an additional obligation of the
Company and the Guarantors and shall be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued
hereunder.

                Section 2.08.   Outstanding Notes.

                The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

                If a Note is replaced pursuant to Section 2.07 hereof, it ceases
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

                If the principal amount of any Note is considered paid under
Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

                If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.



                                      -44-

                Section 2.09.   Treasury Notes.

                In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, by any Guarantor or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any Guarantor, shall be considered as though not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent, only Notes that a Responsible
Officer of the Trustee actually knows are so owned shall be so disregarded.

                Section 2.10.   Temporary Notes.

                Until Definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes upon a written order
of the Company signed by one or two Officers of the Company. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Company considers appropriate for temporary Notes and as shall be
reasonably acceptable to the Trustee. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Notes in exchange
for temporary Notes.

                Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

                Section 2.11.   Cancellation.

                The Company at any time may deliver Notes to the Trustee for
cancellation, including any Notes the Company may have acquired in any manner
whatsoever. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall return such
canceled Notes to the Company. The Company may not issue new Notes to replace
Notes that it has paid or that have been delivered to the Trustee for
cancellation.

                Section 2.12. Defaulted Interest.

                If either the Company or any Guarantor defaults in a payment of
interest on the Notes, it or the Guarantors (to the extent of their obligations
under the Note Guarantees) shall pay the defaulted interest in any lawful manner
plus, to the extent lawful, interest payable on the defaulted interest, in any
lawful manner, at the rate provided in the Notes. The Company shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. The Company may pay the
defaulted interest to the Persons who are Holders on a subsequent special record
date. The Company shall fix or cause to be fixed each such special record date
and payment date, provided that no such special record date shall be less than
10 days prior to the related payment date for such defaulted interest. At least
15 days before the special record date, the Company (or, upon the written
request of the Company, the Trustee in the name and



                                      -45-

at the expense of the Company) shall mail or cause to be mailed to Holders a
notice that states the special record date, the related payment date and the
amount of such interest to be paid.

                Section 2.13.   CUSIP Numbers.

                The Company in issuing the Notes may use "CUSIP" numbers (if
then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                    ARTICLE 3

                                   REDEMPTION

                Section 3.01.   Notices to Trustee.

                If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed and (iv) the redemption price.

                Section 3.02.   Selection of Notes to Be Redeemed.

                If less than all of the Notes are to be redeemed at any time
pursuant to the redemption provisions of Section 3.07 hereof, the Trustee shall
select the Notes or the portion thereof to be redeemed pro rata, by lot or by
any other method the Trustee shall deem fair and reasonable.

                If any Note is to be redeemed in part only, the notice of
redemption that relates to that Note shall state the portion of the principal
amount thereof to be redeemed. A new Note in principal amount equal to the
unredeemed portion of the original Note will be issued in the name of the Holder
thereof upon cancellation of the original Note. Notes called for redemption
become due on the date fixed for redemption. On and after the redemption date,
interest ceases to accrue on Notes or portions of them called for redemption.

                Section 3.03. Notice of Redemption.

                At least 30 days but not more than 60 days before a redemption
        date, the Company shall mail or cause to be mailed, by first class mail,
        a notice of redemption to each Holder whose Notes are to be redeemed at
        its registered address. In connection with a redemption



                                      -46-

        pursuant to Section 3.07 hereof, such notice may, at the Company's
        discretion, be subject to the satisfaction of one or more conditions
        precedent, including but not limited to the completion of any related
        Equity Offering.

                The notice shall identify the Notes to be redeemed (including
        CUSIP numbers, if any) and shall state:

                (a)     the redemption date;

                (b)     the redemption price;

                (c)     if any Note is being redeemed in part, the portion of
        the principal amount of such Note to be redeemed and that, after the
        redemption date upon surrender of such Note, a new Note or Notes in
        principal amount equal to the unredeemed portion shall be issued upon
        cancellation of the original Note;

                (d)     the name and address of the Paying Agent;

                (e)     that Notes called for redemption must be surrendered to
        the Paying Agent to collect the redemption price;

                (f)     that, unless the Company defaults in making such
        redemption payment, interest on Notes called for redemption ceases to
        accrue on and after the redemption date;

                (g)     the paragraph of the Notes and/or Section of this
        Indenture pursuant to which the Notes called for redemption are being
        redeemed; and

                (h)     that no representation is made as to the correctness or
        accuracy of the CUSIP number, if any, listed in such notice or printed
        on the Notes.

                In addition, if such redemption is subject to satisfaction of
one or more conditions precedent, such notice of redemption shall describe each
such condition, and if applicable, shall state that, in the Company's
discretion, the redemption date may be delayed until such time as any or all
such conditions shall be satisfied, or such redemption may not occur and such
notice may be rescinded in the event that any or all such conditions shall not
have been satisfied by the stated redemption date, or by the redemption date as
so delayed.

                At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 35 days prior to the
redemption date or such shorter period as may be consented to by the Trustee, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

                The notice of redemption if mailed in the manner herein provided
shall be conclusively presumed to have been given, whether or not the Holder
receives such notice. In any



                                      -47-

case, failure to give such notice by mail or any defect in the notice to the
Holder of any Note designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Note.

                Section 3.04.   Effect of Notice of Redemption.

                Unless otherwise stated in such notice, once notice of
redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may, in the Company's discretion, be
conditional.

                Section 3.05.   Deposit of Redemption Price.

                On or prior to 11:00 a.m. New York time on the redemption date,
the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued interest on all Notes to
be redeemed on that date. The Trustee or the Paying Agent shall promptly return
to the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price of, and
accrued interest on, all Notes to be redeemed.

                If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes.

                Section 3.06.   Notes Redeemed in Part.

                Upon surrender of a Note that is redeemed in part, the Company
shall issue and, upon the Company's written request, the Trustee shall
authenticate for the Holder at the expense of the Company a new Note
(accompanied by a notation of the Note Guarantees duly endorsed by the
Guarantors) equal in principal amount to the unredeemed portion of the Note
surrendered.

                Section 3.07.   Optional Redemption.

                (a)     Except as set forth in clause (b) of this Section 3.07,
the Notes shall be subject to redemption at any time on or after February 1,
2007, at the option of the Company, in whole or in part, on not less than 30 nor
more than 60 days' prior notice in amounts of $1,000 or an integral multiple
thereof at the following redemption prices (expressed as percentages of the
principal amount), if redeemed during the 12-month period beginning February 1,
of the years indicated below:



                                      -48-

                 Year                                         Percentage
                 ----                                         ----------
                 2007.......................                   105.250%
                 2008.......................                   102.625%
                 2009 and thereafter........                   100.000%

and thereafter at 100% of the principal amount, in each case together with
accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on relevant record dates to receive interest due on
relevant interest payment dates). Any such redemption and notice may, in the
Company's discretion, be subject to the satisfaction of one or more conditions
precedent.

                (b)     Notwithstanding the provisions of clause (a) of this
Section 3.07, at any time and from time to time prior to February 1, 2006, the
Company at its option may redeem Notes in an aggregate principal amount equal to
up to 35% of the original aggregate principal amount of the Notes (including the
principal amount of any Additional Notes), with funds in an aggregate amount
(the "Redemption Amount") not exceeding the aggregate proceeds of one or more
Equity Offerings at a redemption price (expressed as a percentage of principal
amount thereof) of 110.5% plus accrued interest, if any, to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that an aggregate principal amount of Notes equal to at least 65% of the
original aggregate principal amount of the Notes (including the principal amount
of any Additional Notes) must remain outstanding after each such redemption.

                Notices of redemption shall be mailed by first class mail at
least 30 but not more than 60 days prior to the redemption date to each Holder
of Notes to be redeemed at its registered address. Any such notice may be given
prior to the completion of the related Equity Offering, and any such redemption
or notice may, at the Company's discretion, be subject to the satisfaction of
one or more conditions precedent, including but not limited to the completion of
the related Equity Offering.

                Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.

                                    ARTICLE 4

                                    COVENANTS

                Section 4.01.   Payment of Notes.

                The Company shall pay or cause to be paid the principal of, and
premium, if any, Additional Interest and interest on the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, Additional
Interest and interest shall be considered paid on the date due if the Paying
Agent, if other than the Company or any Guarantor thereof, holds as of noon
Eastern Time



                                      -49-

on the due date money deposited by the Company in immediately available funds
and designated for and sufficient to pay all principal, premium, if any, and
interest then due. The Company shall pay all Additional Interest, if any, in the
same manner on the dates and in the amounts set forth in the Registration Rights
Agreement.

                Section 4.02.   Maintenance of Office or Agency.

                The Company shall maintain in the Borough of Manhattan, the City
of New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company or the Guarantors in respect of the Notes and
this Indenture may be served. The Company shall give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

                The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in location of any such other office or agency.

                The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03 hereof.

                Section 4.03.   Compliance Certificate.

                (a)     The Company shall deliver to the Trustee, within 120
days after the end of the fiscal year, an Officers' Certificate stating that a
review of the activities of the Company has been made under the supervision of
the signing officers with a view to determining whether it has kept, observed,
performed and fulfilled its obligations under this Indenture and further stating
that to the best knowledge of the signer thereof the Company is or is not in
default in the performance and observance of any of the terms, provisions and
conditions of this Indenture (without regard to any period of grace or
requirement of notice hereunder) and, if the Company shall be in default,
specifying all such defaults and the nature and status thereof which such signer
may have knowledge. To the extent required by the TIA, each Guarantor shall
comply with TIA Section 314(a)(4). The individual signing any certificate given
by any Person pursuant to this Section 4.03(a) shall be the principal executive,
financial or accounting officer of such Person, in accordance with TIA Section
314(a)(4).

                (b)     Each of the Company and the Guarantors shall, so long as
any of the Notes are outstanding, deliver to the Trustee, forthwith upon any
Officer of the Company or any Guarantor



                                      -50-

becoming aware of any Default or Event of Default, an Officers' Certificate
specifying such Default or Event of Default and describing its status with
particularity.

                Section 4.04.   Money for Security Payments to be Held in Trust.

                If the Company shall at any time act as its own Paying Agent, it
will, on or before each due date of the principal of, or premium, if any,
Additional Interest or interest on any of the Notes, segregate and hold in trust
for the benefit of the Holders entitled thereto a sum sufficient to pay the
principal, or premium, if any, Additional Interest or interest so becoming due
until such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or failure so to
act; provided that (a) with respect to any such sums, such trust shall arise and
be enforceable only on and after the date on which payment is due with regard to
such sums, and only to the extent payment is then due, and only as to funds
actually segregated and appropriated to such payments; and (b) nothing in this
Section 4.04 shall prevent the payment of sums that have been deposited in trust
with the Trustee in accordance with Article Eight.

                If the Company is not acting as Paying Agent, the Company will,
on or before each due date of the principal of, or premium, if any, Additional
Interest or interest on, any Notes, deposit with a Paying Agent a sum in same
day funds sufficient to pay the principal, premium, if any, Additional Interest
or interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of such
action or any failure so to act.

                If the Company is not acting as Paying Agent, the Company will
cause each paying Agent other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee,
subject to the provisions of this Section 4.04, that such Paying Agent will:

                (a)     hold all sums held by it for the payment of the
principal of, or premium, if any, Additional Interest or interest on Notes in
trust for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided;

                (b)     give the Trustee notice of any Default by the Company or
Holding (or any other obligor upon the Notes) in the making of any payment of
principal, premium, if any, Additional Interest or interest;

                (c)     at any time during the continuance of any such Default,
upon the written request of the Trustee, forthwith pay to the Trustee all sums
so held in trust by such Paying Agent; and

                (d)     acknowledge, accept and agree to comply in all aspects
with the provisions of this Indenture relating to the duties, rights and
disabilities of such Paying Agent.



                                      -51-

                The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

                Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium,
if any, Additional Interest or interest on any Note and remaining unclaimed for
two years after such principal and premium, if any, Additional Interest or
interest has become due and payable shall promptly be paid, together with
interest, to the Company (unless the Company otherwise requests pursuant to a
Company Request), or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease.

                Section 4.05.   Stay, Extension and Usury Laws.

                Each of the Company and the Guarantors covenants (to the extent
that it may lawfully do so) that it shall not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and each of
the Company and the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

                Section 4.06.   Change of Control.

                (a)     If a Change of Control shall occur at any time, then
each Holder of Notes shall have the right to require that the Company purchase
such Holder's Notes, in whole or in part, in integral multiples of $1,000, at a
purchase price (the "Change of Control Purchase Price") in cash in an amount
equal to 101% of the principal amount of such Notes, plus accrued and unpaid
interest, if any, to the date of purchase (the "Change of Control Purchase
Date"), pursuant to the offer described in paragraph (b) below (the "Change of
Control Offer") and the other procedures set forth in this Indenture; provided,
however, that the Company shall not be obligated to repurchase Notes pursuant to
this Section in the event that it has exercised its right to redeem all of the
Notes pursuant to Section 3.07 hereof.

                (b)     Within 15 days following any Change of Control, the
Company shall notify the Trustee thereof and give written notice of such Change
of Control to each Holder of Notes, by first-class mail, postage prepaid, at his
address appearing in the security register, stating, among other things,



                                      -52-

                (i)     that a Change of Control has occurred, the date of such
        event, and that such Holder has the right to require the Company to
        repurchase, subject to proration, such Holder's Notes;

               (ii)     Change of Control Purchase Price;

              (iii)     that the Change of Control Offer is being made pursuant
        to this Section 4.06(b) and that all Notes properly tendered pursuant to
        the Change of Control Offer will be accepted for payment at the Change
        of Control Purchase Price;

               (iv)     that the purchase date shall be a Business Day no
        earlier than 45 days nor later than 60 days from the date such notice is
        mailed, or such later date as is necessary to comply with requirements
        under the Exchange Act or any applicable securities laws or regulations;

                (v)     that any Note not tendered will continue to accrue
        interest;

               (vi)     that, unless the Company defaults in the payment of the
        purchase price, any Notes accepted for payment pursuant to the Change of
        Control Offer shall cease to accrue interest after the Change of Control
        Purchase Date;

              (vii)     the names and addresses of the Paying Agent and the
        offices or agencies;

             (viii)     that Notes must be surrendered on or prior to the Change
        of Control Purchase Date to the Paying Agent at the office of the Paying
        Agent or to an office or agency to collect payment; and

               (ix)     the procedures for withdrawing a tender of Notes.

                (c)     The Company will be required to comply with the
        applicable tender offer rules, including Rule 14e-1 under the Exchange
        Act, and any other applicable securities laws or regulation in
        connection with a Change of Control Offer. To the extent that the
        provisions of any securities laws or regulations conflict with
        provisions of this Section, the Company will comply with the applicable
        securities laws and regulations and will not be deemed to have breached
        its obligations under this Section by virtue thereof.

                Section 4.07.   Limitation on Sale of Assets.

                (a)     The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, consummate an Asset Sale unless:

                (i)     at least 75% of the proceeds from such Asset Sale are
        received in cash and Cash Equivalents, and



                                      -53-

               (ii)     the Company or such Subsidiary receives consideration
        (including by way of relief from, or by any other Person assuming
        responsibility for, any liabilities, contingent or otherwise) at the
        time of such Asset Sale at least equal to the fair market value of the
        shares or assets sold (as determined by the Board of Directors, whose
        determination shall be conclusive, and, in the case of an Asset Sale in
        excess of $1,000,000, evidenced in a board resolution).

                (b)     If all or a portion of the Net Cash Proceeds of any
Asset Sale is not required to be applied to repay permanently any secured
Indebtedness then outstanding as required by the terms thereof, or the Company
determines not to apply such Net Cash Proceeds to the permanent prepayment of
any secured Indebtedness or if no secured Indebtedness is then outstanding, then
the Company or a Subsidiary may invest an amount equal to such Net Cash Proceeds
in properties and assets that replace the properties and assets that were the
subject of the Asset Sale or in properties and assets that will be used in the
businesses of the Company or its Subsidiaries existing on the date of this
Indenture or in businesses reasonably related thereto within 365 days after the
date of such Asset Sale, or, if such investment in properties or assets is a
project that is authorized by the Board of Directors that shall take longer than
365 days to complete, within the period of time necessary to complete such
project. An amount equal to the amount of such Net Cash Proceeds neither used to
permanently repay or prepay secured Indebtedness nor used or invested as set
forth in this paragraph (b) constitutes "Excess Proceeds."

                (c)     When the aggregate amount of Excess Proceeds equals
$10,000,000 or more, the Company shall apply the Excess Proceeds to the
repayment of the Notes and any Pari Passu Indebtedness required to be
repurchased under the instrument governing such Pari Passu Indebtedness as
follows: (i) the Company shall make an offer to purchase (an "Offer") from all
Holders of the Notes in accordance with the procedures set forth in paragraph
(e) of this Section 4.07 in the maximum principal amount (expressed as a
multiple of $1,000) of Notes that may be purchased out of an amount (the "Note
Amount") equal to the product of such Excess Proceeds multiplied by a fraction,
the numerator of which is the outstanding principal amount of the Notes, and the
denominator of which is the sum of the outstanding principal amount of the Notes
and such Pari Passu Indebtedness (subject to proration in the event such Note
Amount is less than the aggregate Offered Price of all Notes tendered), and (ii)
to the extent required by such Pari Passu Indebtedness to permanently reduce the
principal amount of such Pari Passu Indebtedness, the Company may make an offer
to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a "Pari
Passu Offer") in an amount (the "Pari Passu Debt Amount") equal to the excess of
the Excess Proceeds over the Note Amount. The Offer price for the Notes shall be
payable in cash in an amount equal to 100% of the principal amount of the Notes
plus accrued and unpaid interest, if any (the "Offered Price"), to the date (the
"Offer Date") such Offer is consummated, in accordance with the procedures set
forth in paragraph (e) of this Section 4.07. To the extent that the aggregate
Offered Price of the Notes tendered pursuant to the Offer is less than the Note
Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that
is purchased is less than the Pari Passu Debt Amount (the amount of such
shortfall, if any, in either case constituting a "Deficiency"), the Company may
use such Deficiency in any manner. Upon completion of the purchase of all the
Notes tendered pursuant to an



                                      -54-

Offer (if any) and repurchase of the Pari Passu Indebtedness pursuant to a Pari
Passu Offer (if any), the amount of Excess Proceeds, if any, shall be reset at
zero.

                (d)     For purposes of clause (i) of paragraph (a) above, the
following are deemed to be cash: (1) the assumption of Indebtedness of the
Company (other than Redeemable Stock of the Company) or any Subsidiary and the
release of the Company or such Subsidiary from all liability on payment of the
principal amount of such Indebtedness in connection with such Asset Sale, (2)
Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of
such Asset Sale, to the extent that the Company and each other Subsidiary are
released from any guarantee of payment of the principal amount of such
Indebtedness in connection with such Asset Sale, (3) securities received by the
Company or any Subsidiary from the transferee that are converted by the Company
or such Subsidiary into cash and (4) consideration consisting of Indebtedness of
the Company or any Subsidiary.

                (e)     If the Company becomes obligated to make an Offer
pursuant to paragraph (c) of this Section 4.07, the Notes tendered shall be
purchased by the Company, at the option of the Holders, in whole or in part, in
integral multiples of $1,000, on a date that is not earlier than 45 days and not
later than 60 days from the date the notice is given to Holders, or such later
date as may be necessary for the Company to comply with the requirements under
the Exchange Act or any other applicable securities laws or regulations, subject
to proration in the event the Note Amount is less than the aggregate Offered
Price of all Notes tendered. The Company shall follow the procedures specified
below.

                The Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). Promptly after the
termination of the Offer Period (the "Purchase Date"), the Company shall
purchase the principal amount of Notes required to be purchased pursuant to this
Section 4.07 (the "Offer Amount") or, if less than the Offer Amount has been
tendered, all Notes tendered in response to the Offer. Payment for any Notes so
purchased shall be made in the same manner as interest payments are made.

                If the Purchase Date is on or after an interest record date and
on or before the related interest payment date, any accrued and unpaid interest
shall be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Offer.

                Upon the commencement of an Offer, the Company shall send, by
first class mail, a notice to each of the Holders, with a copy to the Trustee.
The notice shall contain the instructions and materials necessary to enable such
Holders to tender Notes pursuant to the Offer. The Offer shall be made to all
Holders. The notice, which shall govern the terms of the Offer, shall state:

                (i)     that the Offer is being made pursuant to this
        Section 4.07 and the length of time the Offer shall remain open;



                                      -55-

               (ii)     the Offer Amount, the Offered Price and the Purchase
        Date;

              (iii)     that any Note not tendered or accepted for payment shall
        continue to accrete or accrue interest;

               (iv)     that, unless the Company defaults in making such
        payment, any Note accepted for payment pursuant to the Offer shall cease
        to accrete or accrue interest after the Purchase Date;

                (v)     that Holders electing to have a Note purchased pursuant
        to an Offer may only elect to have all of such Note purchased and may
        not elect to have only a portion of such Note purchased;

               (vi)     that Holders electing to have a Note purchased pursuant
        to any Offer shall be required to surrender the Note, with the form
        entitled "Option of Holder to Elect Purchase" on the reverse of the Note
        completed, or transfer by book-entry transfer, to the Company, a
        depositary, if appointed by the Company, or a Paying Agent at the
        Address specified in the notice at least three days before the Purchase
        Date;

              (vii)     that Holders shall be entitled to withdraw their
        election if the Company, the Depositary or the Paying Agent, as the case
        may be, receives, not later than the expiration of the Offer Period, a
        facsimile transmission or letter setting forth the name of the Holder,
        the principal amount of the Note the Holder delivered for purchase and a
        statement that such Holder is withdrawing his election to have such Note
        purchased;

             (viii)     that, if the aggregate principal amount of Notes
        surrendered by Holders exceeds the Offer Amount, the Company shall
        select the Notes to be purchased on a pro rata basis (with such
        adjustments as may be deemed appropriate by the Company so that only
        Notes in denominations of $1,000, or integral multiples thereof, shall
        be purchased); and

               (ix)     that Holders whose Notes were purchased only in part
        shall be issued new Notes equal in principal amount to the unpurchased
        portion of the Notes surrendered (or transferred by book-entry
        transfer).

                On or before the Purchase Date, the Company shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Offer, or if
less than the Offer Amount has been tendered, all Notes tendered, deliver to the
Trustee an Officers' Certificate stating that such Notes or portions thereof
were accepted for payment by the Company in accordance with the terms of this
Section 4.07, and shall deposit with the Paying Agent money sufficient to pay
the Offered Price for all Notes to be purchased. The Paying Agent shall promptly
mail or deliver to each tendering Holder an amount equal to the Offered Price of
the Notes tendered by such Holder and accepted by the Company for purchase, and
the Company shall promptly issue a new Note, and the Trustee, upon written
request from the Company shall authenticate and mail or deliver such new Note to
such Holder, in a principal



                                      -56-

amount equal to any unpurchased portion of the Note surrendered. Any Note not so
accepted shall be promptly mailed or delivered by the Company to the Holder
thereof. The Company shall publicly announce the results of the Offer on the
Purchase Date.

                The Company will be required to comply with the applicable
tender offer rules, including Rule 14e-1 under the Exchange Act, and any other
applicable securities laws or regulations in connection with an Offer. To the
extent that the provisions of any securities laws or regulations conflict with
provisions of this Section, the Company will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under this Section by virtue thereof.

                Section 4.08.   Limitation on Restricted Payments.

                (a)     The Company shall not, and shall not permit any

Subsidiary to, directly or indirectly:

                (i)     declare or pay any dividend on, or make any distribution
        to holders of, the Company's Capital Stock (other than dividends or
        distributions payable in the Qualified Capital Stock of the Company or
        Holding or in options, warrants or other rights to acquire such
        Qualified Capital Stock);

               (ii)     purchase, redeem or otherwise acquire or retire for
        value, directly or indirectly, the Company's Capital Stock or options,
        warrants or other rights to acquire such Capital Stock;

              (iii)     make any voluntary principal payment on, or voluntarily
        repurchase, redeem, defease, retire or otherwise acquire for value,
        prior to any scheduled principal payment, any scheduled sinking fund
        payment or maturity, any Subordinated Indebtedness (other than in
        anticipation of satisfying a principal payment, sinking fund payment or
        maturity, in each case due within one year of such voluntary payment,
        repurchase, redemption, defeasance, retirement or acquisition);

               (iv)     declare or pay any dividend or distribution on any
        Capital Stock of any Subsidiary to any Person (other than any payable
        solely in Qualified Capital Stock of such Subsidiary and other than (x)
        with respect to any such Capital Stock held by the Company or any of its
        Subsidiaries or (y) with respect to Capital Stock held by any other
        Person made on no more than a pro rata basis (measured by value)
        consistent with the ownership interests in such Capital Stock, to the
        owners of such Capital Stock); or

                (v)     make any Investment in any Person (other than any
        Permitted Investments);

(any of the foregoing payments described in clauses (i) through (v),
collectively, "Restricted Payments"), unless after giving effect to the proposed
Restricted Payment (the amount of any such



                                      -57-

Restricted Payment, if other than cash, being the Fair Market Value thereof as
determined by the Board of Directors, whose determination shall be conclusive
and evidenced by a board resolution),

                (A)     no Default or Event of Default shall have occurred and
        be continuing;

                (B)     immediately after giving effect to such transaction on
        a pro forma basis, the Company could incur $1.00 of additional
        Indebtedness (other than Permitted Indebtedness) pursuant to Section
        4.09 hereof; and

                (C)     the aggregate amount of all such Restricted Payments
        declared or made after the date of this Indenture (and not repaid or
        rescinded) does not exceed the sum of:

                        (i)     50% of the aggregate cumulative Consolidated Net
                Income of the Company accrued on a cumulative basis during the
                period beginning on October 1, 2002 and ending on the last day
                of the Company's last fiscal quarter ending prior to the date of
                the Restricted Payment for which consolidated financial
                statements of the Company are available (or, if such aggregate
                cumulative Consolidated Net Income shall be a loss, minus 100%
                of such loss);

                       (ii)     the aggregate Net Cash Proceeds (other than
                Excluded Contributions) received after the date of this
                Indenture by the Company as capital contributions to the
                Company;

                      (iii)     the aggregate Net Cash Proceeds (other than
                Excluded Contributions) received after the date of this
                Indenture by the Company from the issuance or sale (other than
                to any of its Subsidiaries) of shares of its Qualified Capital
                Stock or any options, warrants or rights to acquire shares of
                such Qualified Capital Stock of the Company (except, in each
                case, to the extent such proceeds are used to purchase, redeem
                or otherwise retire Capital Stock or Subordinated Indebtedness
                as set forth in clause (ii) or (iii) of paragraph (b) below);

                       (iv)     the aggregate Net Cash Proceeds received after
                the date of this Indenture by the Company (other than from any
                of its Subsidiaries) upon the exercise of any options, warrants
                or rights to acquire shares of Qualified Capital Stock of the
                Company;

                        (v)     the aggregate Net Cash Proceeds received after
                the date of this Indenture by the Company from Indebtedness or
                Redeemable Capital Stock that has been converted into or
                exchanged for Qualified Capital Stock of the Company or Holding
                to the extent of the amount of cash or Cash Equivalents received
                from the sale of such Indebtedness or Redeemable Capital Stock,
                including payments in respect of deferred payment obligations
                when received in the form of, or stock or assets when disposed
                for, cash or Cash Equivalents, plus the aggregate Net Cash



                                      -58-

                Proceeds received by the Company at the time of such conversion
                or exchange from the holder of such Indebtedness or Redeemable
                Capital Stock;

                       (vi)     an amount equal to the net reduction in
                Investments in Unrestricted Subsidiaries resulting from payments
                of interest on Indebtedness, dividends, repayments of loans or
                advances, or other transfers of assets, in each case to the
                Company or any Subsidiary from Unrestricted Subsidiaries, from
                termination or reduction of guarantees by the Company or any
                Subsidiary or from redesignations of Unrestricted Subsidiaries
                (valued in each case as provided in the definition of
                "Investments"), or resulting from the receipt of proceeds from
                the sale or other disposition of an Unrestricted Subsidiary, not
                to exceed in the case of any Unrestricted Subsidiary the amount
                of Investments previously made by the Company or any Subsidiary
                in such Unrestricted Subsidiary which were treated as a
                Restricted Payment; and

                       (vii)    in the case of any disposition or repayment of
                any Investment constituting a Restricted Payment (without
                duplication of any amount deducted in calculating the amount of
                Investments at any time outstanding included in the amount of
                Restricted Payments), an amount in the aggregate equal to the
                lesser of the return of capital, repayment or other proceeds
                with respect to all such Investments and the initial amount of
                all such Investments;

provided that for the purpose of clause (C)(i) of this paragraph, there shall be
excluded from Consolidated Net Income (without duplication) any amount that
would otherwise be included therein that is applied by the Company (at its
option) to increase the amount of Restricted Payments permitted under this
paragraph pursuant to clause (C)(vi) or (vii) hereof.

In calculating the amount of Restricted Payments for purposes of clause (C)
hereof at any time, (x) the amount of any Investment included in such
calculation shall be the amount thereof outstanding at that time, (y) the amount
of any Restricted Payment previously made pursuant to clause (i), (vi) or (viii)
of paragraph (b) below shall be included in such calculation and (z) the amount
of any Restricted Payment made pursuant to any other provision of paragraph (b)
below shall be excluded from such calculation.

                (b)     Notwithstanding the foregoing, and, in the case of
clauses (ii), (iii), (iv), (vi) and (viii) below, so long as there is no Default
or Event of Default continuing, the foregoing provisions shall not prohibit the
following actions (the actions taken in all the clauses set forth below being
referred to as "Permitted Payments"):

                (i)     the payment of any dividend or distribution within 60
        days after the date of declaration thereof, if at such date of
        declaration such payment would be permitted by the provisions of
        paragraph (a) of this Section and such payment shall be deemed to have
        been paid on such date of declaration for purposes of the calculation
        required by paragraph (a) of this Section 4.08;



                                      -59-

               (ii)     the repurchase, redemption or other acquisition or
        retirement of any shares of any class of Capital Stock of the Company in
        exchange for (including any such exchange pursuant to the exercise of a
        conversion right or privilege in connection with which cash is paid in
        lieu of the issuance of fractional shares or scrip), or out of the
        proceeds of a capital contribution to the Company, or a substantially
        concurrent issuance and sale for cash (other than to a Subsidiary) of,
        other shares of Qualified Capital Stock of the Company; provided that
        the Net Cash Proceeds from the issuance of such shares of Qualified
        Capital Stock are excluded from clause (C)(iii), (iv) and (v) of
        paragraph (a) of this Section 4.08 to the extent so applied to such
        repurchase, redemption or other acquisition or retirement;

              (iii)     the repurchase, redemption, defeasance, retirement or
        acquisition for value or payment of principal of any Subordinated
        Indebtedness out of the proceeds of a capital contribution to the
        Company, or in exchange for, or in an amount not in excess of the net
        proceeds of, a substantially concurrent issuance and sale (other than to
        a Subsidiary) of shares of any class of Qualified Capital Stock of the
        Company; provided that the Net Cash Proceeds from the issuance of such
        shares of Qualified Capital Stock are excluded from clause (C)(iii),
        (iv) and (v) of paragraph (a) of this Section 4.08 to the extent so
        applied to such repurchase, redemption or other acquisition or
        retirement;

               (iv)     the repurchase, redemption, defeasance, retirement,
        refinancing, acquisition for value or payment of principal of any
        Subordinated Indebtedness (other than Redeemable Capital Stock) (for
        purposes of this clause (iv), a "refinancing") through the issuance of
        new Subordinated Indebtedness; provided that any such new Indebtedness
        (x) shall be in a principal amount that does not exceed the principal
        amount so refinanced (or, if such Subordinated Indebtedness provides for
        an amount less than the principal amount thereof to be due and payable
        upon a declaration or acceleration thereof, then such lesser amount
        calculated as of the date of determination), plus the amount of premium
        or other payment actually paid at such time to refinance the
        Indebtedness, plus, in either case, the amount of expenses of the
        Company incurred in connection with such refinancing; (y) has a Stated
        Maturity for its final scheduled principal payment not earlier than the
        Stated Maturity of the Indebtedness so refinanced (or, if shorter, the
        Notes); and (z) is expressly subordinated in right of payment to the
        Notes at least to the same extent as the Subordinated Indebtedness to be
        refinanced;

                (v)    (x) loans, advances, dividends or distributions by the
        Company to Holding not to exceed an amount necessary to permit Holding
        to pay (I) its costs (including all professional fees and expenses)
        incurred to comply with its reporting obligations under federal or state
        laws or under this Indenture, including pursuant to Section 4.16 hereof
        or in connection with any Credit Facility or any other agreement or
        instrument relating to Indebtedness of the Company or any Subsidiary, or
        otherwise incurred in connection with compliance with applicable laws or
        applicable rules of any governmental, regulatory or self-regulatory body
        or stock exchange, including in respect of reports filed with respect to
        the Securities Act, the Exchange Act or the respective rules and
        regulations promulgated thereunder, (II) its expenses incurred in
        connection with any public offering of equity



                                      -60-

        securities or of Indebtedness which has been terminated by the Board of
        Directors of Holding, in each case, the net proceeds of which were
        specifically intended to be contributed or loaned to the Company, and
        (III) its other operational expenses incurred in the ordinary course of
        business, and (y) loans, advances, dividends or distributions by the
        Company to Holding not to exceed an amount necessary to permit Holding
        to pay its interim expenses incurred in connection with any public
        offering of equity securities or of Indebtedness, the proceeds of which
        are specifically intended to be contributed or loaned to the Company,
        which, unless such offering shall have been terminated by the Board of
        Directors of Holding, shall be repaid to the Company promptly out of the
        proceeds of such offering;

               (vi)     loans, advances, dividends or distributions by the
        Company to Holding in order for Holding to repurchase or otherwise
        acquire shares of Holding Common Stock or options, warrants or rights to
        acquire in respect thereof, or the repurchase or other acquisition by
        the Company or any Subsidiary of shares of Holding Common Stock or
        options, warrants or rights to acquire in respect thereof, from
        Management Investors, but in any event in an amount not in excess of the
        sum of $3,000,000 in any fiscal year, plus (y) any portion of the
        $3,000,000 available under the preceding clause (x) in the prior fiscal
        year that was not utilized, plus (z) the Net Cash Proceeds received
        during such fiscal year by the Company from Holding as an equity
        contribution out of the proceeds of the sale of Management Stock to any
        Management Investors;

              (vii)     payments by the Company to Holding to pay (x) any taxes,
        charges or assessments (other than federal income taxes and withholding
        imposed on payments made by Holding) required to be paid by Holding by
        virtue of its being incorporated or having capital stock outstanding
        (but not by virtue of owning stock of any corporation other than the
        Company), or being a holding company parent of the Company or receiving
        dividends from or other distributions in respect of the stock of the
        Company, or having guaranteed any obligations of the Company or any
        Subsidiary, or having made any payment in respect to any of the items
        for which the Company is permitted to make payments to Holding pursuant
        to this Section or (y) any other taxes for which Holding is liable up to
        an amount not to exceed the amount of any such taxes which the Company
        would have been required to pay on a separate company basis or on a
        Consolidated basis if the Company had filed a consolidated return on
        behalf of an affiliated group (as defined in Section 1504 of the Code or
        an analogous provision of state, local or foreign law) of which it were
        the common parent, or with respect to state and local taxes, on a
        combined basis if the Company had filed a combined return on behalf of
        an affiliated group of which it were a member;

             (viii)     loans, advances, dividends or distributions by the
        Company to Holding to pay dividends on the Holding Common Stock
        following an initial public offering of the Holding Common Stock in an
        amount not to exceed 6% per annum of the aggregate net proceeds received
        by Holding in such public offering or any additional public offerings
        (or if the Company and Holding have merged, payment of such dividends by
        the Company);



                                      -61-

               (ix)     (x) guarantees in respect of up to $5,000,000 of
        Indebtedness incurred by the Management Investors to purchase Holding
        Common Stock and (y) payments in discharge thereof;

                (x)     guarantees in respect of Indebtedness incurred by
        officers or employees of the Company or any Subsidiary in the ordinary
        course of business and payments in discharge thereof;

               (xi)     payments by the Company to Holding not to exceed an
        amount necessary to permit Holding to (x) make payments in respect of
        its indemnification obligations owing to directors, officers or other
        Persons under Holding's charter or by-laws or pursuant to written
        agreements with any such Person, or obligations in respect of director
        and officer insurance (including premiums therefor), (y) satisfy its
        obligations, or by the Company to satisfy its obligations, under the
        Equity Registration Rights Agreement, the Consulting Agreements and the
        Indemnification Agreements or (z) make payments in respect of
        indemnification obligations of Holding in connection with any offering
        of Holding Common Stock;

              (xii)     the repurchase, redemption, defeasance, retirement,
        refinancing, acquisition for value or payment of principal of any
        Subordinated Indebtedness (x) in the event of a Change of Control (or
        any similar event); provided that prior to such repurchase the Company
        has made the Change of Control Offer pursuant to Section 4.06 hereof and
        has repurchased all Notes validly tendered for payment in connection
        with such Change of Control Offer, (y) from amounts equal to Net Cash
        Proceeds in the event of an Asset Sale; provided that prior to such
        repurchase the Company has made an Offer pursuant to Section 4.07 hereof
        and has repurchased all Notes validly tendered for payment in connection
        with such Asset Sale or (z) constituting Acquired Indebtedness;

             (xiii)     Restricted Payments (including loans or advances) in an
        aggregate amount outstanding at any time not to exceed $5,000,000 (net
        of repayments of any such loans or advances); and

              (xiv)     any Restricted Payments in connection with the
        Transaction; provided that the payment of a dividend or distribution by
        the Company of up to $100,000,000 as part of the Transaction may not be
        made to Holding at any time prior to the date on which the Company
        obtains a Credit Facility from one or more lenders (other than lenders
        that at such time are Affiliates of the Company) providing one or more
        commitments for borrowings by the Company of not less than $100,000,000.

                Section 4.09.   Limitation on Indebtedness.

                (a)     The Company shall not, and shall not permit any of its
Subsidiaries to, create, issue, assume, enter into any guarantee of, or
otherwise in any manner become directly or indirectly liable for the payment of
or otherwise incur (collectively, "incur") any Indebtedness (including any
Acquired Indebtedness but excluding any Permitted Indebtedness); provided that
the



                                      -62-

Company or a Subsidiary Guarantor may incur Indebtedness (including any Acquired
Indebtedness) and a Subsidiary that is not a Subsidiary Guarantor may incur
Acquired Indebtedness, in each case if, at the date of such incurrence and after
giving effect thereto, the Consolidated Coverage Ratio for the Company is at
least equal to 2.25:1.0.

                Section 4.10.   Limitation on Liens.

                (a)     The Company shall not, and shall not permit any
Subsidiary to, create, incur, affirm or suffer to exist any Lien of any kind
securing Indebtedness (or securing the payment of any assumption, guarantee or
other incurrence of liability with respect thereto by any Subsidiary) upon any
property or assets (including any intercompany notes) of the Company or any
Subsidiary owned on the date of this Indenture or acquired after the date of
this Indenture, or any income or profits therefrom, unless the Notes or the Note
Guarantee of such Subsidiary, as the case may be, are secured equally and
ratably with (or, in the case of Subordinated Indebtedness, prior or senior
thereto) the obligation or liability secured by such Lien; provided that the
foregoing shall not apply to any Permitted Lien.

                (b)     Notwithstanding the foregoing, any Lien created for the
benefit of the Holders of the Notes pursuant to the foregoing paragraph (a)
shall provide by its terms that such Lien shall be automatically and
unconditionally released and discharged upon (i) any sale, exchange or transfer,
to any Person not an Affiliate of the Company, of all of the Capital Stock held
by the Company or any Subsidiary in, or all or substantially all the assets of,
any Subsidiary creating such Lien, which is in compliance with this Indenture,
or (ii) the release by the holders of the Indebtedness described in paragraph
(a) of their Lien (including any deemed release upon payment in full of all
obligations under such Indebtedness), which release occurs at a time when (A) no
other Indebtedness of the Company remains secured by the Company or such
Subsidiary, as the case may be (other than as described in the proviso to
paragraph (a) above), or (B) the holders of all such other Indebtedness which is
secured by the Company or such Subsidiary (other than as described in the
proviso to paragraph (a) above) also release their security interest in the
Company or such Subsidiary (including any deemed release upon payment in full of
all obligations under such Indebtedness).

                Section 4.11.   Limitation on Dividends and Other Payment
                                Restrictions Affecting Subsidiaries.

                The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction on the
ability of any Subsidiary to (i) pay dividends or make any other distribution on
its Capital Stock to the Company or any other Subsidiary, (ii) pay any
Indebtedness owed to the Company or a Subsidiary, (iii) make any Investment in
the Company or (iv) transfer any of its properties or assets to the Company or
any Subsidiary, except for

                (i)     any encumbrance or restriction pursuant to (x) any
        Credit Facility or (y) an agreement or instrument in effect on the date
        of this Indenture;


                                      -63-

               (ii)     any encumbrance or restriction (x) with respect to a
        Subsidiary that is not a Subsidiary of the Company on the date of this
        Indenture, in existence at the time such Person becomes a Subsidiary of
        the Company and not incurred in connection with, or in contemplation of,
        such Person becoming a Subsidiary or (y) with respect to any asset
        acquired, in existence at the time of such acquisition and not incurred
        in connection with or in contemplation of such acquisition;

              (iii)     any encumbrance or restriction (A) that restricts in a
        customary manner the subletting, assignment or transfer of any property
        or asset that is subject to a lease, license or similar contract, or the
        assignment or transfer of any lease, license or other contract, (B) by
        virtue of any transfer of, agreement to transfer, option or right with
        respect to, or Lien on, any property or assets of the Company or any
        Subsidiary not otherwise prohibited by this Indenture, (C) contained in
        mortgages, pledges or other security agreements securing Indebtedness of
        a Subsidiary to the extent restricting the transfer of the property or
        assets subject thereto, (D) pursuant to customary provisions restricting
        dispositions of real property interests set forth in any reciprocal
        easement agreements of the Company or any Subsidiary, (E) pursuant to
        Purchase Money Indebtedness that imposes encumbrances or restrictions on
        the property or assets so acquired, (F) on cash or other deposits or net
        worth imposed by customers under agreements entered into in the ordinary
        course of business, (G) pursuant to customary provisions contained in
        agreements and instruments entered into in the ordinary course of
        business (including but not limited to leases and joint venture and
        other similar agreements entered into in the ordinary course of
        business) or (H) that arises or is agreed to in the ordinary course of
        business and does not detract from the value of property or assets of
        the Company or any Subsidiary in any manner material to the Company or
        such Subsidiary;

               (iv)     any encumbrance or restriction with respect to a
        Subsidiary (or any of its property or assets) imposed pursuant to an
        agreement entered into for the direct or indirect sale or disposition of
        all or substantially all the Capital Stock or assets of such Subsidiary
        (or the property or assets that are subject to such restriction) pending
        the closing of such sale or disposition;

                (v)     any encumbrance or restriction pursuant to any agreement
        or instrument relating to any sale of receivables by or any foreign
        Indebtedness incurred by any Non-U.S. Subsidiary;

               (vi)     any encumbrance or restriction by reason of any
        applicable law, rule, regulation or order or required by any regulatory
        authority having jurisdiction over the Company or any Subsidiary or any
        of their businesses; and

              (vii)     any encumbrance or restriction under any agreement or
        instrument that extends, renews, refinances or replaces any of the
        agreements or instruments containing any of the encumbrances or
        restrictions described in the foregoing clauses (i) and (ii); provided
        that the terms and conditions of any such encumbrances or restrictions
        are not materially less favorable to the Holders of the Notes than those
        under or pursuant to the agreement or



                                      -64-

        instrument so extended, renewed, refinanced or replaced (as determined
        in good faith by the Company).

                Section 4.12.   Limitation on Transactions with Affiliates.

                The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or lease of assets, property or services) with any
Affiliate of the Company (other than the Company or a Subsidiary) unless (a)
such transaction or series of transactions is on terms that are no less
favorable to the Company or such Subsidiary, as the case may be, than would be
available in a comparable transaction in arm's-length dealings with an unrelated
third party and (b) with respect to any transaction or series of related
transactions involving aggregate payments in excess of $2,000,000, the Company
delivers an Officers' Certificate to the Trustee certifying that such
transaction or series of related transactions complies with clause (a) above and
such transaction or series of related transactions is or has been approved by a
majority of the Disinterested Directors; provided, however, in the event no
members of the Board of Directors are Disinterested Directors with respect to
such transaction or series of transactions, the Company delivers to the Trustee
a written opinion of a nationally recognized investment banking or accounting
firm or independent appraiser stating that such transaction or transactions is
fair to the Company from a financial point of view; provided, further, that this
provision shall not apply to

                (a)     any transaction with an employee, officer or member of
        the board of directors of Holding, the Company or any Subsidiary entered
        into in the ordinary course of business (including compensation or
        employee benefit arrangements with any employee, officer or member of
        the board of directors of Holding, the Company or any Subsidiary);

                (b)     any transaction arising out of agreements in existence
        on the date of this Indenture;

                (c)     any transaction permitted under Section 4.08 hereof
        (including but not limited to any Permitted Investment, Permitted
        Payment or other transaction excluded from the definition of "Restricted
        Payment" in Section 4.08 hereof);

                (d)     payment to any of the Sponsors and their respective
        Affiliates of fees in an aggregate amount not to exceed $1,000,000 in
        any fiscal year plus all reasonable out-of-pocket expenses incurred by
        any of the Sponsors and their respective Affiliates in connection with
        its performance of management consulting, monitoring, financial advisory
        or other services with respect to Holding, the Company and its
        Subsidiaries;

                (e)     the Consulting Agreements and the Indemnification
        Agreements (in each case as in effect, or entered into after, on the
        Issue Date or as subsequently amended, waived, supplemented or otherwise
        modified in accordance with the requirements of this paragraph
        (excluding this clause (e)) and any payments made pursuant thereto;



                                      -65-

                (f)     the Transaction and all transactions in connection
        therewith (including but not limited to the financing thereof);

                (g)     loans and advances (or guarantees in respect thereof
        and payments thereunder) made to officers or employees of Holding, the
        Company or any Subsidiary, or guarantees made on their behalf (and
        payments thereunder), (x) in respect of travel, entertainment and
        moving-related expenses incurred in the ordinary course of business, or
        (y) in respect of moving-related expenses incurred in connection with
        any closing or consolidation of any facility; and

                (h)     transactions with customers, clients, suppliers or
        purchasers or sellers of goods or services, in each case in the ordinary
        course of business and otherwise in compliance with the terms of this
        Indenture, which are fair to the Company or the relevant Subsidiary in
        the reasonable determination of the Board of Directors or the senior
        management thereof, or are on terms no less favorable than would be
        available in a comparable transaction in arm's-length dealings with an
        unrelated third party.

For purposes of this Section 4.12, any transaction or series of related
transactions with any Affiliate shall be deemed to have satisfied the standards
set forth in clause (a) of this Section if such transaction or series of related
transactions is approved by a majority of the Disinterested Directors.

                Section 4.13.   Limitation on Preferred Stock of Subsidiaries.

                The Company shall not permit (i) any Subsidiary to issue any
Preferred Stock (other than to the Company or any Subsidiary) or (ii) any Person
(other than the Company or a Subsidiary) to acquire any Preferred Stock of any
Subsidiary from the Company or any Subsidiary except upon the sale of all the
outstanding Capital Stock of such Subsidiary in accordance with the terms of
this Indenture; provided that the foregoing provisions shall not apply to
Permitted Subsidiary Preferred Stock.

                Section 4.14.   Limitation on Issuances of Note Guarantees of
                                Indebtedness.

                (a)     The Company shall not permit any Subsidiary, directly or
indirectly, to enter into any guarantee of, assume or in any other manner become
liable with respect to any Indebtedness of the Company unless such Subsidiary
simultaneously executes and delivers a supplemental indenture to this Indenture
providing for a guarantee of the Notes on terms provided for in this Indenture
or substantially similar to the guarantee of such Indebtedness, except that if
such Indebtedness is by its express terms subordinated in right of payment to
the Notes, any such assumption, guarantee or other liability of such Subsidiary
with respect to such Indebtedness shall be subordinated in right of payment to
such Subsidiary's assumption, guarantee or other liability with respect to the
Notes substantially to the same extent as such Indebtedness is subordinated to
the Notes. Any such Note Guarantee shall be the senior obligation of the
Guarantor and rank senior in right of payment to all existing and future
Subordinated Indebtedness of such Guarantor.



                                      -66-

                (b)     Notwithstanding any other provision of this Indenture,
any Note Guarantee by a Subsidiary of the Notes shall provide by its terms that
such Note Guarantee shall be automatically and unconditionally released and
discharged upon (i) any sale, exchange or transfer of all of the Capital Stock
held by the Company or any Subsidiary in, or all or substantially all the assets
of, such Subsidiary, or any other sale or disposition (by merger or otherwise)
of such Subsidiary or any interest therein following which such Person is no
longer a Subsidiary, which is in compliance with this Indenture, (ii) the
release by the holders of the Indebtedness of the Company described in paragraph
(a) above of their guarantee by such Subsidiary (including any deemed release
upon payment in full of all obligations under such Indebtedness), which release
occurs at a time when (A) no other Indebtedness of the Company remains
guaranteed by such Subsidiary, as the case may be, or (B) the holders of all
such other Indebtedness which is guaranteed by such Subsidiary also release
their guarantee by such Subsidiary (including any deemed release upon payment in
full of all obligations under such Indebtedness), (iii) merger or consolidation
of such Subsidiary with and into the Company or another Guarantor, (iv)
defeasance of the Company's obligations, or satisfaction and discharge of this
Indenture, or (v) subject to customary reinstatement provisions, payment in full
of the aggregate principal amount of the Notes then outstanding and any interest
then accrued thereon and unpaid. In addition, the Company shall have the right,
upon 30 days' notice to the Trustee, to cause any Guarantor that does not
guarantee payment by the Company of any other Indebtedness of the Company to be
unconditionally released from all obligations under its Note Guarantee, and such
Note Guarantee shall thereupon terminate and be discharged and of no further
force or effect. Upon any such occurrence specified in this paragraph, the
Trustee shall execute any documents reasonably required in order to evidence
such release, discharge and termination in respect of such Note Guarantee.

                (c)     Neither the Company nor any such Guarantor shall be
required to make a notation on the Notes to reflect any such Note Guarantee or
any such release, termination or discharge.

                (d)     The obligations of each Guarantor under its Note
Guarantee shall be limited to the maximum amount as shall, after giving effect
to all other contingent and fixed liabilities of such Guarantor, result in the
obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under applicable law, or being void
or unenforceable under any law relating to insolvency of debtors.

                Section 4.15.   Reserved.

                Section 4.16.   Reports.

                (a)     Whether or not the Company is subject to Section 13(a)
or 15(d) of the Exchange Act, the Company shall, to the extent permitted under
the Exchange Act, file with the Commission the annual reports, quarterly reports
and other documents which the Company would have been required to file with the
Commission pursuant to such Section 13(a) or 15(d) if the Company were so
subject, such documents to be filed with the Commission on or prior to the



                                      -67-

respective dates (the "Required Filing Dates") by which the Company would have
been required so to file such documents if the Company were so subject.

                (b)     The Company shall, in any event, within 15 days of each
Required Filing Date (or, if later, 120 days after the date of this Indenture)
(i) transmit by mail to all Holders of Notes, as their names and addresses
appear in the security register, without cost to such Holders of Notes, and (ii)
file with the Trustee, copies of the annual reports, quarterly reports and other
documents (without exhibits) which the Company has filed with the Commission or
would have been required to file with the Commission pursuant to Section 13(a)
or 15(d) of the Exchange Act if the Company were subject to such Sections (or in
lieu of any thereof, a registration statement filed with the Commission under
the Securities Act, or any amendment thereto, that contains the information that
would have been included therein). If any Guarantor's financial statements would
be required to be included in the financial statements filed or delivered
pursuant hereto if the Company were subject to Section 13(a) or 15(d) of the
Exchange Act, the Company shall include such Guarantor's financial statements in
any filing or delivery pursuant hereto. The Company will be deemed to have
satisfied the requirements set forth above if (a) Holding prepares, files, mails
and supplies reports and other documents prepared on a Consolidated basis of the
types required above, in each case within the applicable time periods, and (b)
the Company is not required to file such reports and other documents separately
under the applicable rules and regulations of the Commission (after giving
effect to any exemptive relief) because of the filings by Holding.

                Section 4.17.   Corporate Existence.

                Except as otherwise permitted by Article Four or Article Five
hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect the corporate existence and related
rights and material franchises (charter and statutory) of the Company; provided,
however, that the Company shall not be required to preserve any such right or
franchise if in the judgment of the Company the preservation thereof is no
longer desirable in the conduct of the business of the Company and its
Subsidiaries as a whole.

                                    ARTICLE 5

                                   SUCCESSORS

                Section 5.01.   Consolidation, Merger, Sale of Assets.

                (a)     The Company shall not, in a single transaction or a
series of related transactions, consolidate with or merge with or into any other
Person or sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets to any Person or group of
affiliated Persons, or permit any of its Subsidiaries to enter into any such
transaction or transactions, if such transaction or transactions, in the
aggregate, would result in a sale, assignment, conveyance, transfer, lease or
disposition of all or substantially all of the properties and assets of the



                                      -68-

Company and its Subsidiaries on a consolidated basis to any other Person or
group of affiliated Persons, unless:

                (i)     at the time of and immediately after giving effect to
        such transaction, either (a) the Company shall be the continuing Person
        or (b) the Person (if other than the Company) formed by such
        consolidation or into which the Company is merged or the Person which
        acquires by sale, assignment, conveyance, transfer, lease or disposition
        all or substantially all of the properties and assets of the Company and
        its Subsidiaries on a consolidated basis (the "Surviving Entity") shall
        be duly organized and validly existing under the laws of the United
        States of America, any state thereof or the District of Columbia, and
        such Person assumes by a supplemental indenture in a form reasonably
        satisfactory to the Trustee, all the obligations of the Company under
        the Notes and this Indenture, and this Indenture shall remain in full
        force and effect;

               (ii)     immediately after giving effect to such transaction on a
        pro forma basis, no Default or Event of Default shall have occurred and
        be continuing;

              (iii)     immediately after giving effect to such transaction on a
        pro forma basis (on the assumption that the transaction occurred on the
        first day of the four-fiscal quarter period ending prior to the
        consummation of such transaction for which consolidated financial
        statements of the Company are available with the appropriate adjustments
        with respect to the transaction being included in such pro forma
        calculation), the Company (or the Surviving Entity if the Company is not
        the continuing obligor under this Indenture) could incur $1.00 of
        additional Indebtedness pursuant to the Consolidated Coverage Ratio set
        forth in Section 4.09 hereof (other than Permitted Indebtedness);

               (iv)     each Guarantor, if any, unless it is the other party to
        the transactions described above, shall have by supplemental indenture
        confirmed that its Note Guarantee shall apply to such Person's
        obligations under this Indenture and the Notes;

                (v)     if any of the property or assets of the Company or any
        of its Subsidiaries would thereupon become subject to any Lien, the
        provisions of Section 4.10 hereof are complied with; and

               (vi)     the Company or the Surviving Entity shall have
        delivered, or caused to be delivered, to the Trustee, in form and
        substance reasonably satisfactory to the Trustee, an Officers'
        Certificate and an Opinion of Counsel, each to the effect that such
        consolidation, merger, transfer, sale, assignment, lease or other
        transaction and the supplemental indenture in respect thereto comply
        with the provisions described herein and that all conditions precedent
        herein provided for relating to such transaction have been complied
        with.

                (b)     Each Guarantor shall not, and the Company shall not
permit a Guarantor to, in a single transaction or series of related
transactions, merge or consolidate with or into any other Person (other than the
Company or any other Guarantor), or sell, assign, convey, transfer, lease or



                                      -69-

otherwise dispose of all or substantially all of its properties and assets on a
consolidated basis to any Person (other than the Company or any other
Guarantor), unless:

                (i)     either (a) such Guarantor shall be the continuing Person
        or (b) the Person (if other than such Guarantor) formed by such
        consolidation or into which such Guarantor is merged or the Person which
        acquires by sale, assignment, conveyance, transfer, lease or disposition
        all or substantially all of the properties and assets of such Guarantor
        shall be duly organized and validly existing under the laws of the
        United States, any state thereof or the District of Columbia and (unless
        such Person is the Company or any other Guarantor) shall expressly
        assume by a supplemental indenture, executed and delivered to the
        Trustee, in a form reasonably satisfactory to the Trustee, all the
        obligations of such Guarantor under its Note Guarantee and this
        Indenture;

               (ii)     immediately after giving effect to such transaction on a
        pro forma basis, no Default or Event of Default shall have occurred and
        be continuing; and

              (iii)     such Guarantor shall have delivered, or caused to be
        delivered, to the Trustee, in form and substance reasonably satisfactory
        to the Trustee, an Officers' Certificate and an Opinion of Counsel, each
        to the effect that such consolidation, merger, sale, assignment,
        conveyance, transfer, lease or disposition and such supplemental
        indenture comply with this Indenture, and thereafter all obligations of
        the predecessor shall terminate.

                (c)     In the event of any transaction (other than a lease)
described in and complying with the conditions listed in paragraphs (a) and (b)
above in which the Company or any Guarantor is not the continuing Person, the
successor Person formed or remaining shall succeed to, and be substituted for,
and may exercise every right and power of, the Company or such Guarantor, as the
case may be, and the Company or such Guarantor, as the case may be, shall be
discharged from all obligations and covenants under this Indenture and the Notes
(and in the case of such Guarantor, its Note Guarantee).

                (d)     Notwithstanding the foregoing, any Note Guarantee shall
be automatically and unconditionally released as provided for under Section 4.14
hereof and the foregoing paragraphs of this Section shall not be applicable in
such event.

                (e)     None of the foregoing provisions shall be deemed to
prohibit or restrict any Subsidiary from merging or consolidating with or into,
or selling or otherwise disposing of all or substantially all of its assets to,
any other Subsidiary or the Company, or to be applicable in any such event.

                Section 5.02.   Successor Corporation Substituted.

                In the event of any transaction (other than a lease) described
in and complying with the conditions listed in paragraphs (a) and (b) of Section
5.01 hereof in which the Company or any Guarantor is not the continuing Person,
the successor Person formed or remaining shall succeed to,



                                      -70-

and be substituted for (so that from and after the date of such consolidation,
merger, sale, lease, conveyance or other disposition, the provisions of this
Indenture referring to the "Company" or the "Guarantor," as the case may be,
shall refer instead to the successor corporation and not to the Company or the
Guarantor, as the case may be), and may exercise every right and power of the
Company or applicable Guarantor, as the case may be, under this Indenture with
the same effect as if such successor Person had been named as the Company
herein, and the Company or such Guarantor, as the case may be, shall be
discharged from all obligations and covenants under this Indenture and the Notes
(and in the case of such Guarantor, its Note Guarantee).

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

                Section 6.01.   Events of Default.

                An Event of Default shall occur under this Indenture if:

                (i)     there shall be a default in the payment of any interest
        on any Note when it becomes due and payable, and such default shall
        continue for a period of 30 days;

               (ii)     there shall be a default in the payment of the principal
        of (or premium, if any, on) any Note when and as the same shall become
        due as payable at maturity, upon acceleration, optional or mandatory
        redemption, required repurchase or otherwise;

              (iii)     (A)     there shall be a default in the performance, or
        a breach, of any covenant or agreement of the Company or any Guarantor
        under this Indenture (other than a default in the performance, or a
        breach, of a covenant or agreement which is specifically addressed in
        clause (i) or (ii) above or in clauses (B), (C) and (D) of this clause
        (iii)) and such default or breach shall continue for a period of 30 days
        after written notice has been given, by certified mail,

                        (x)     to the Company by the Trustee or

                        (y)     to the Company and the Trustee by the Holders of
                at least 25% in aggregate principal amount of the outstanding
                Notes;

                        (B)     there shall be a default in the performance or a
                breach of the provisions of Section 5.01 hereof;

                        (C)     the Company shall have failed to make or
                consummate an Offer in accordance with the provisions of Section
                4.07 hereof; or



                                      -71-

                        (D)     the Company shall have failed to make or
                consummate a Change of Control Offer in accordance with the
                provisions of Section 4.06 hereof;

               (iv)     one or more defaults shall have occurred under any
        agreements, indentures or instruments under which the Company or any
        Subsidiary then has outstanding Indebtedness in excess of $7,500,000 in
        the aggregate and, if not already matured at its final maturity in
        accordance with its terms, such Indebtedness shall have been
        accelerated;

                (v)     any Note Guarantee issued by a Material Subsidiary shall
        for any reason cease to be, or be asserted in writing by such Subsidiary
        or the Company not to be, in full force and effect, enforceable in
        accordance with its terms, for a period of 10 days, except to the extent
        contemplated by this Indenture and any such Note Guarantee;

               (vi)     one or more judgments, orders or decrees for the payment
        of money in excess of $7,500,000, either individually or in the
        aggregate (net of amounts paid within 20 days of any such judgment,
        order or decree under any insurance, indemnity, bond, surety or similar
        instrument), shall be entered against the Company or any Subsidiary or
        any of their respective properties and shall not be discharged and
        either

                        (A)     any creditor shall have commenced an enforcement
                proceeding upon such judgment, order or decree or

                        (B)     there shall have been a period of 60 consecutive
                days during which a stay of enforcement of such judgment or
                order, by reason of an appeal or otherwise, shall not be in
                effect;

              (vii)     there shall have been the entry by a court of competent
        jurisdiction of

                        (A)     a decree or order for relief in respect of the
                Company, any Guarantor or any Material Subsidiary in an
                involuntary case or proceeding under any applicable Bankruptcy
                Law or

                        (B)     a decree or order adjudging the Company, any
                Guarantor or any Material Subsidiary bankrupt or insolvent, or
                seeking reorganization, arrangement, adjustment or composition
                of or in respect of the Company, any Guarantor or any Material
                Subsidiary under any applicable Federal or state law, or
                appointing a custodian, receiver, liquidator, assignee, trustee,
                sequestrator (or other similar official) of the Company, any
                Guarantor or any Material Subsidiary or of any substantial part
                of its property, or ordering the winding up or liquidation of
                its affairs,

and any such decree or order for relief shall continue to be in effect, or any
such other decree or order shall be unstayed and in effect, for a period of 60
consecutive days; or



                                      -72-

             (viii)     (A)     the Company, any Guarantor or any Material
        Subsidiary commences a voluntary case or proceeding under any applicable
        Bankruptcy Law or any other case or proceeding to be adjudicated
        bankrupt or insolvent,

                        (B)     the Company, any Guarantor or any Material
                Subsidiary consents to the entry of a decree or order for relief
                in respect of such Person in an involuntary case or proceeding
                under any applicable Bankruptcy Law or to the commencement of
                any bankruptcy or insolvency case or proceeding against it,

                        (C)     the Company, any Guarantor or any Material
                Subsidiary files a petition or answer or consent seeking
                reorganization or relief under any applicable federal or state
                law,

                        (D)     the Company, any Guarantor or any Material
                Subsidiary (x) consents to the filing of such petition or the
                appointment of, or taking possession by, a custodian, receiver,
                liquidator, assignee, trustee, sequestrator or similar official
                of the Company, any Guarantor or such Material Subsidiary or of
                any substantial part of its property, (y) makes a general
                assignment for the benefit of creditors or (z) admits in writing
                its inability to pay its debts generally as they become due or

                        (E)     the Company, any Guarantor or any Material
                Subsidiary takes any corporate action in furtherance of any such
                actions described above in this clause (viii).

                Section 6.02.   Acceleration.

                If any Event of Default (other than an Event of Default
specified in clauses (vii) and (viii) of Section 6.01 hereof that occurs with
respect to the Company) occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable immediately at their principal amount together
with accrued and unpaid interest, if any, to the date the Notes become due and
payable and thereupon the Trustee may, at its discretion, proceed to protect and
enforce the rights of the Holders of Notes by appropriate judicial proceedings.
Upon any such declaration, the Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clauses (vii)
or (viii) of Section 6.01 hereof occurs with respect to the Company and is
continuing, all outstanding Notes shall ipso facto become and be immediately due
and payable, in an amount equal to the principal amount of the Notes, together
with accrued and unpaid interest, if any, to the date the Notes become due and
payable, without any declaration or other act on the part of the Trustee or any
Holder. After a declaration of acceleration has been made, but before a judgment
or decree for payment of the money due has been obtained by the Trustee, the
Holders of greater than 50% in aggregate principal amount of Notes outstanding,
by written notice to the Company and the Trustee, may annul an acceleration and
its consequences if (a) the Company has paid or deposited with the Trustee a sum
sufficient to pay (i) all sums paid or advanced by the Trustee under this
Indenture and the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, (ii) all



                                      -73-

overdue interest and principal, if any, on all Notes and (iii) to the extent
that payment of such interest is lawful, interest upon overdue interest at the
rate borne by the Notes and (b) all Events of Default, other than the
non-payment of principal of the Notes which have become due solely by such
declaration of acceleration, have been cured or waived).

                Section 6.03.   Other Remedies.

                If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.

                The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

                Section 6.04.   Waiver of Past Defaults.

                Holders of greater than 50% in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, or premium and Additional Interest, if any, or
interest on, the Notes (including in connection with an offer to purchase), or
in respect of a covenant or provision which under this Indenture cannot be
modified or amended without the consent of the Holder of each Note outstanding
and affected by such modification or amendment. Upon any such waiver, such
Default shall cease to exist, and any Event of Default arising therefrom shall
be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

                Section 6.05.   Control by Majority.

                Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. Subject to Section 7.01 hereof, however, the
Trustee may refuse to follow any direction that conflicts with law or this
Indenture that the Trustee determines may be unduly prejudicial to the rights of
other Holders of Notes or that may involve the Trustee in personal liability.

                Section 6.06. Limitation on Suits.

                A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:



                                      -74-

                (a)     the Holder of a Note gives to the Trustee written notice
        of a continuing Event of Default;

                (b)     the Holders of at least 25% in principal amount of the
        then outstanding Notes make a written request to the Trustee to pursue
        the remedy;

                (c)     such Holder of a Note or Holders of Notes offer and, if
        requested, provide to the Trustee indemnity satisfactory to the Trustee
        against any loss, liability or expense;

                (d)     the Trustee does not comply with the request within 60
        days after receipt of the request and the offer and, if requested, the
        provision of indemnity; and

                (e)     during such 60-day period the Holders of a majority in
        principal amount of the then outstanding Notes do not give the Trustee a
        direction inconsistent with the request.

                A Holder of a Note may not use this Indenture to prejudice the
rights of another Holder of a Note or to obtain a preference or priority over
another Holder of a Note or to enforce any right under this Indenture except in
the manner herein provided and for the equal and ratable benefit of all Holders.

                Section 6.07.   Rights of Holders of Notes to Receive Payment.

                Notwithstanding any other provision of this Indenture, the right
of any Holder of a Note to receive any payment of principal, or premium and
Additional Interest, if any, and interest on the Note, on or after the
respective Stated Maturity date thereof expressed in the Note, or to bring suit
for the enforcement of such payment on or after such date, shall not be impaired
or affected without the consent of such Holder.

                Section 6.08.   Collection Suit by Trustee.

                If an Event of Default specified in Section 6.01(i) or (ii)
hereof occurs and is continuing, the Trustee is authorized to recover judgment
in its own name and as trustee of an express trust against the Company for the
whole amount of principal of, or premium and Additional Interest, if any, and
interest remaining unpaid on the Notes and interest on overdue principal, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

                Section 6.09.   Trustee May File Proofs of Claim.

                The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
or



                                      -75-

any of the Guarantors (or any other obligor upon the Notes), its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions. The Trustee shall be entitled and empowered
to collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Holder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To
the extent that the payment of any such reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a claim on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                Section 6.10.   Priorities.

                If the Trustee collects any money pursuant to this Article, and,
in the case of the distribution of such money on account of principal, or
premium, if any, Additional Interest or interest, upon presentation of the Notes
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid, it shall pay out the money in the following
order:

                First: to the Trustee, its agents and attorneys for amounts due
        under Section 7.07 hereof, including payment of all reasonable
        compensation, expense and liabilities incurred, and all advances made,
        by the Trustee and the costs and expenses of collection;

                Second: to Holders of Notes for amounts due and unpaid on the
        Notes for principal, or premium and Additional Interest, if any, and
        interest, ratably, without preference or priority of any kind, according
        to the amounts due and payable on the Notes for principal, or premium
        and Additional Interest, if any and interest, respectively; and

                Third: to the Company or to such party as a court of competent
        jurisdiction shall direct.

                The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.10.



                                      -76-

                Section 6.11.   Undertaking for Costs.

                In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of
more than 10% in principal amount of the then outstanding Notes.

                Section 6.12.   Notice.

                The Company shall notify the Trustee within ten Business Days of
the occurrence of any Default or Event of Default.

                                    ARTICLE 7

                                     TRUSTEE

                Section 7.01.   Duties of Trustee.

                (a)     If an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

                (b)     Except during the continuance of an Event of Default:

                (i)     the duties of the Trustee shall be determined solely by
        the express provisions of this Indenture and the Trustee need perform
        only those duties that are specifically set forth in this Indenture and
        no others, and no implied covenants or obligations shall be read into
        this Indenture against the Trustee; and

               (ii)     in the absence of bad faith on its part, the Trustee may
        conclusively rely, as to the truth of the statements and the correctness
        of the opinions expressed therein, upon certificates or opinions
        furnished to the Trustee and conforming to the requirements of this
        Indenture. However, in the case of any such certificates or opinions
        which by any provision hereof are specifically required to be furnished
        to the Trustee, the Trustee shall be under a duty to examine the same to
        determine whether or not they conform to the requirements of this
        Indenture (but need not confirm or investigate the accuracy of
        mathematical calculations or other facts stated therein).



                                      -77-

                (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                (i)     this paragraph does not limit the effect of paragraph
        (b) of this Section;

               (ii)     the Trustee shall not be liable for any error of
        judgment made in good faith by a Responsible Officer, unless it is
        proved that the Trustee was negligent in ascertaining the pertinent
        facts; and

              (iii)     the Trustee shall not be liable with respect to any
        action it takes or omits to take in good faith in accordance with a
        direction received by it pursuant to Section 6.05 hereof.

                (d)     Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), and (c) of this Section.

                (e)     No provision of this Indenture shall require the Trustee
to expend or risk its own funds or incur any liability. The Trustee shall be
under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, unless such Holder shall have offered
to the Trustee security and indemnity satisfactory to it against any loss,
liability or expense.

                (f)     The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company. Money held in trust by the Trustee need not be segregated from other
funds except to the extent required by law.

                Section 7.02.   Rights of Trustee.

                Subject to Section 7:01:

                (a)     The Trustee may conclusively rely upon any document
believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the
document.

                (b)     Before the Trustee acts or refrains from acting
hereunder, it may require an Officers' Certificate or an Opinion of Counsel or
both if the Trustee deems it desirable that a matter be proved or established.
The Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on such Officers' Certificate or Opinion of Counsel. The
Trustee may consult with counsel of its selection and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection from liability in respect of any action taken, suffered or omitted by
it hereunder in good faith and in reliance thereon.

                (c)     The Trustee may act through its attorneys and agents and
shall not be responsible for the misconduct or negligence of any agent appointed
with due care.



                                      -78-

                (d)     The Trustee shall not be liable for any action it takes
or omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.

                (e)     Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Company or any
Guarantor shall be sufficient if signed by an Officer of the Company or any
Guarantor.

                (f)     The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders unless such Holders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or
direction.

                (g)     The Trustee shall not be deemed to have notice of any
Default or Event of Default unless (1) a Responsible Officer of the Trustee has
actual knowledge thereof or (2) written notice of any event which is in fact
such a default is received by a Responsible Officer at the Corporate Trust
Office of the Trustee, and such notice references the Notes and this Indenture.

                Section 7.03.   Individual Rights of Trustee.

                The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company, any
Guarantors or any Affiliate of the Company with the same rights it would have if
it were not Trustee. However, in the event that the Trustee acquires any
conflicting interest it must eliminate such conflict within 90 days, apply to
the Commission for permission to continue as trustee or resign. Any Agent may do
the same with like rights and duties. The Trustee is also subject to Sections
7.10 and 7.11 hereof.

                Section 7.04.   Trustee's Disclaimer.

                The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture, the Notes or
the Note Guarantees, it shall not be accountable for the Company's use of the
proceeds from the Notes or any money paid to the Company or upon the Company's
direction under any provision of this Indenture, it shall not be responsible for
the use or application of any money received by any Paying Agent other than the
Trustee, and it shall not be responsible for any statement or recital herein or
any statement in the Notes or any other document in connection with the sale of
the Notes or pursuant to this Indenture other than its certificate of
authentication, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Notes and perform its
obligations hereunder and that the statements made by it in a Statement of
Eligibility on Form T-1 supplied to the Company and the Guarantors in connection
with the registration of any Notes and any Note Guarantees issued hereunder are
and will be true and accurate subject to the qualifications set forth therein.



                                      -79-

                Section 7.05.   Notice of Defaults.

                If a Default or Event of Default occurs and is continuing and if
it is actually known to the Trustee, the Trustee shall mail to Holders of Notes
a notice of the uncured Default or Event of Default within 90 days after it
occurs. Except in the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the Holders
of the Notes.

                Section 7.06.   Reports by Trustee to Holders of the Notes.

                Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c).

                A copy of each report at the time of its mailing to the Holders
of Notes shall be mailed to the Company and filed with the Commission and each
stock exchange on which the Notes are listed in accordance with TIA Section
313(d). The Company shall promptly notify the Trustee when the Notes are listed
on any stock exchange.

                Section 7.07.   Compensation and Indemnity.

                The Company and the Guarantors shall pay to the Trustee from
time to time such compensation as shall be agreed upon in writing between the
Company and the Trustee for its acceptance of this Indenture and services
hereunder. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Company and the Guarantors
shall reimburse the Trustee promptly upon request for all reasonable
disbursements, advances and expenses incurred or made by it in addition to the
compensation for its services, except any such disbursements, advances and
expenses as may be attributable to the Trustee's negligence or bad faith. Such
expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee's agents and counsel.

                The Company and the Guarantors shall indemnify each of the
Trustee or any successor Trustee against any and all losses, damages, claims,
liabilities or expenses (including taxes (other than taxes based on the income
of the Trustee)) incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company and the
Guarantors (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company, any Guarantor, or any Holder or any other
person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence or bad faith. The Trustee shall
notify the Company promptly of any



                                      -80-

claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company and the Guarantors of their obligations
hereunder unless and to the extent that any of them has been materially
prejudiced (through the forfeiture of substantive rights or defenses). The
Company and the Guarantors shall defend the claim and the Trustee shall
cooperate in the defense. The Trustee may have separate counsel and the Company
and the Guarantors shall pay the reasonable fees and expenses of such counsel.
The Company and the Guarantors need not pay for any settlement made without
their consent, which consent shall not be unreasonably withheld.

                The obligations of the Company and the Guarantors under this
Section 7.07 shall survive the satisfaction and discharge of this Indenture.

                To secure the Company's and the Guarantors' payment obligations
in this Section, the Trustee shall have a claim prior to the Notes on all money
or property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes. Such claim shall survive the
satisfaction and discharge of this Indenture.

                When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(vii) or (viii) hereof occurs, the
expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.

                The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

                Section 7.08.   Replacement of Trustee.

                A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the Company. The Holders of Notes
of a majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

                (a)     the Trustee fails to comply with Section 7.10 hereof;

                (b)     the Trustee is adjudged a bankrupt or an insolvent or an
        order for relief is entered with respect to the Trustee under any
        Bankruptcy Law;

                (c)     a custodian or public officer takes charge of the
        Trustee or its property; or

                (d)     the Trustee becomes incapable of acting.



                                      -81-

                If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

                If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company,
any Guarantor or the Holders of Notes of at least 10% in principal amount of the
then outstanding Notes may petition, at the expense of the Company, any court of
competent jurisdiction for the appointment of a successor Trustee.

                If the Trustee, after written request by any Holder of a Note
who has been a Holder of a Note for at least six months, fails to comply with
Section 7.10 hereof, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

                A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the claim provided
for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company's and the Guarantors' obligations under
Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

                Section 7.09.   Successor Trustee by Merger, etc.

                If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee.

                Section 7.10.   Eligibility; Disqualification.

                There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $50 million as set forth in its most recent published annual report of
condition.

                This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).



                                      -82-

                Section 7.11.   Preferential Collection of Claims Against
                                Company.

                The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated
therein.

                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

                Section 8.01.   Option to Effect Legal Defeasance or Covenant
                                Defeasance.

                The Company may, at its option, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

                Section 8.02.   Legal Defeasance and Discharge.

                Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company and the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their respective obligations with respect
to all outstanding Notes and Note Guarantees, as applicable, on the date the
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, Legal Defeasance means that the Company and the Guarantors shall
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "Outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, or premium and Additional Interest, if any, and interest on
such Notes when such payments are due, (b) the Company's and the Guarantors'
obligations with respect to such Notes under Article 2 and Section 4.02 hereof,
(c) the rights, powers, trusts, duties, indemnitees and immunities of the
Trustee hereunder and (d) this Article 8. Subject to compliance with this
Article 8, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

                Section 8.03.  Covenant Defeasance.

                Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Company and the Guarantors shall,
subject to the satisfaction of the conditions



                                      -83-

set forth in Section 8.04 hereof, be released from their respective obligations
under the covenants contained in Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.11,
4.12, 4.13, 4.14, 4.15, 4.16, clauses (ii), (iii), (v) and (vi) of Section
5.01(a) hereof and clauses (ii) and (iii) of Section 5.01(b) hereof with respect
to the outstanding Notes on and after the date the conditions set forth below
are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "Outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"Outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such
covenant or by reason of any reference in any such covenant to any other
provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. In addition, upon the Company's exercise under Section
8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(iii) (other than as to clause (B) thereof), (iv) and (vi) 6.01(vii) hereof
shall not constitute Events of Default.

                Section 8.04.   Conditions to Legal or Covenant Defeasance.

                The following shall be the conditions to the application of
either Section 8.02 or 8.03 hereof to the outstanding Notes;

                In order to exercise either Legal Defeasance or Covenant
Defeasance:

                (a)     the Company must irrevocably deposit with the Trustee,
        in trust, for the benefit of the Holders, cash in United States dollars,
        U.S. Government Obligations, or a combination thereof, in such amounts
        as shall be sufficient, in the opinion of a nationally recognized firm
        of independent public accountants, to pay and discharge the principal
        of, and premium, if any, and Additional Interest, and interest on the
        outstanding Notes (except lost, stolen or destroyed Notes which have
        been replaced or repaid) until maturity or redemption, as the case may
        be;

                (b)     in the case of an election under Section 8.02 hereof,
        the Company shall have delivered to the Trustee an Opinion of Counsel in
        the United States reasonably acceptable to the Trustee confirming that
        (A) the Company has received from, or there has been published by, the
        Internal Revenue Service a ruling or (B) since the date of this
        Indenture, there has been a change in the applicable federal income tax
        law, in either case to the effect that, and based thereon such Opinion
        of Counsel shall confirm that, the Holders of the outstanding Notes will
        not recognize income, gain or loss for federal income tax purposes as a
        result of such Legal Defeasance and will be subject to federal income
        tax on the same amounts, in the



                                      -84-

        same manner and at the same times as would have been the case if such
        Legal Defeasance had not occurred;

                (c)     in the case of an election under Section 8.03 hereof,
        the Company shall have delivered to the Trustee an Opinion of Counsel in
        the United States reasonably acceptable to the Trustee confirming that
        the Holders of the outstanding Notes will not recognize income, gain or
        loss for federal income tax purposes as a result of such Covenant
        Defeasance and will be subject to federal income tax on the same
        amounts, in the same manner and at the same times as would have been the
        case if such Covenant Defeasance had not occurred;

                (d)     no Default or Event of Default shall have occurred and
        be continuing on the date of such deposit (other than a Default or Event
        of Default with respect to this Indenture resulting from the incurrence
        of Indebtedness, all or a portion of which shall be used to defease the
        Notes pursuant to this Article 8 concurrently with such incurrence);

                (e)     such Legal Defeasance or Covenant Defeasance shall not
        result in a material breach or violation of, or constitute a default
        under, any other material agreement or instrument to which either the
        Company or any Guarantor is a party or by which the Company or any
        Guarantor is bound;

                (f)     in the case of Legal Defeasance or Covenant Defeasance,
        the Company shall have delivered to the Trustee an Opinion of Counsel to
        the effect that, assuming no intervening bankruptcy of the Company
        between the date of deposit and the 91st day following the date of
        deposit and no Holder is an insider of the Company, after the 91st day
        following the deposit or after the date such opinion is delivered, the
        trust funds shall not be subject to the effect of any applicable
        bankruptcy, insolvency, reorganization or similar laws affecting
        creditors' rights generally;

                (g)     the Company shall have delivered to the Trustee an
        Officers' Certificate stating that the deposit was not made by the
        Company with the intent of preferring the Holders of the Notes or of any
        Note Guarantee over the other creditors of either the Company or any
        Guarantor with the intent of hindering, delaying or defrauding any other
        creditors of either the Company or any Guarantor; and

                (h)     the Company shall have delivered to the Trustee an
        Officers' Certificate and an Opinion of Counsel, each to the effect that
        all conditions precedent provided for relating to either the Legal
        Defeasance or the Covenant Defeasance, as the case may be, have been
        complied with.

                Notwithstanding the foregoing, the Opinion of Counsel required
by clause (b) above with respect to a Legal Defeasance is not required to be
delivered if all Notes not theretofore delivered to the Trustee for cancellation
(a) have become due and payable or (b) will become due and payable on the
maturity date within one year, or are to be called for redemption within one
year under



                                      -85-

arrangements reasonably satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company.

                Section 8.05.   Deposited Money and U.S. Government Obligations
                                to Be Held in Trust; Other Miscellaneous
                                Provisions.

                Subject to Section 8.06 hereof, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, or premium or Additional Interest,
if any, and interest, but such money need not be segregated from other funds
except to the extent required by law.

                The Company and the Guarantors shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against the
cash or U.S. Government Obligations deposited pursuant to Section 8.04 hereof or
the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the
outstanding Notes.

                Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any money or U.S. Government Obligations held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

                Section 8.06.   Repayment to Company.

                Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of, premium
or Additional Interest, if any, or interest on any Note and remaining unclaimed
for two years after such principal, and premium, if any, Additional Interest or
interest has become due and payable shall, subject to applicable escheat law, be
paid to the Company on its request or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Note shall thereafter, as a
secured creditor, look only to the Company or Guarantors for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease.



                                      -86-

                Section 8.07.   Reinstatement.

                If the Trustee or Paying Agent is unable to apply any United
States dollars or U.S. Government Obligations in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantors' obligations under this
Indenture, the Notes and the Note Guarantees, as applicable, shall be revived
and reinstated as though no deposit had occurred pursuant to Section 8.02 or
8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply
all such money in accordance with Section 8.02 or 8.03 hereof, as the case may
be; provided, however, that, if the Company or the Guarantors make any payment
of principal of, premium, if any, Additional Interest or interest on any Note
following the reinstatement of its obligations, the Company and the Guarantors
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.

                                    ARTICLE 9

                          MODIFICATIONS AND AMENDMENTS

                Section 9.01.   Without Consent of Holders of Notes.

                Notwithstanding Section 9.02 of this Indenture, the Company and
the Guarantors and the Trustee may modify or amend this Indenture, the Note
Guarantees, or the Notes without the consent of any Holder of a Note:

                (a)     to evidence the succession of another Person to the
        Company or a Guarantor, and the assumption by any such successor of the
        covenants of the Company or such Guarantor in this Indenture and in the
        Notes and in any Note Guarantee in accordance with the provisions of
        Section 5.01 hereof;

                (b)     to add to the covenants of the Company or any Guarantor
        for the benefit of the Holders of the Notes, or to surrender any right
        or power conferred upon the Company or any Guarantor, as applicable, in
        this Indenture, in the Notes or in any Note Guarantee;

                (c)     to cure any ambiguity, or to correct or supplement any
        provision in this Indenture, the Notes or any Note Guarantee which may
        be defective or inconsistent with any other provision in this Indenture,
        the Notes or any Note Guarantee;

                (d)     to make any other provisions with respect to matters or
        questions arising under this Indenture, the Notes or any Note Guarantee;
        provided that, in each case, such provisions shall not adversely affect
        the interests of the Holders of the Notes;



                                      -87-

                (e)     to comply with the requirements of the Commission in
        order to effect or maintain the qualification of this Indenture under
        the TIA;

                (f)     to add a Guarantor (or any other Person providing a
        guarantee of the Notes) under this Indenture;

                (g)     to evidence and provide the acceptance of the
        appointment of a successor Trustee under this Indenture;

                (h) to mortgage, pledge, hypothecate or grant a security
        interest in favor of the Trustee for the benefit of the Holders of the
        Notes as additional security for the payment and performance of the
        obligations under this Indenture, in any property or assets, including
        any of which that are required to be mortgaged, pledged or hypothecated,
        or in which a security interest is required to be granted to the
        Trustee, pursuant to this Indenture or otherwise; or

                (i)     to provide for or confirm the issuance of Additional
        Notes otherwise in accordance with Section 4.09 hereof.

                Section 9.02.   With Consent of Holders of Notes.

                Except as provided below in this Section 9.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture (including
Sections 4.06 and 4.07 hereof), the Note Guarantees, and the Notes with the
consent of the Holders of greater than 50% in aggregate principal amount of the
Notes then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or Additional Interest, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Note Guarantees or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including consents obtained in connection
with a tender offer or exchange offer for the Notes).

                It shall not be necessary for the consent of the Holders of
Notes under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                After an amendment, supplement or waiver under this Section
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However,



                                      -88-

without the consent of each Holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting Holder):

                (i)     change the Stated Maturity of the principal of, or any
        installment of interest on, any Note or reduce the principal amount
        thereof or the rate of interest thereon or any premium payable upon the
        redemption thereof, or change the coin or currency in which the
        principal of any Note or any premium or the interest thereon is payable,
        or impair the right to institute suit for the enforcement of any such
        payment after the Stated Maturity thereof;

               (ii)     after a Change of Control has occurred and the Company's
        obligation to purchase Notes arises thereunder, amend, change or modify
        the obligation of the Company to make and consummate a Change of Control
        Offer with respect to such Change of Control in accordance with Section
        4.06 hereof, including amending, changing or modifying any definitions
        with respect thereto;

              (iii)     reduce the percentage in principal amount of outstanding
        Notes, the consent of whose Holders is required for any such
        supplemental indenture, or the consent of whose Holders is required for
        any waiver;

               (iv) modify any of the provisions relating to supplemental
        indentures requiring the consent of Holders or relating to the waiver of
        past defaults or relating to the waiver of certain covenants, except to
        increase the percentage of outstanding Notes required for such actions
        or to provide that certain other provisions of the Indenture cannot be
        modified or waived without the consent of the Holder of each Note
        affected thereby; or

                (v) except as otherwise permitted under Section 5.01 hereof,
        consent to the assignment or transfer by either the Company or any
        Guarantor of any of its rights and obligations under this Indenture.

                Section 9.03.   Compliance with Trust Indenture Act.

                Every amendment or supplement to this Indenture, the Note
Guarantees, or the Notes shall be set forth in a amended or supplemental
Indenture that complies with the TIA as then in effect.

                Section 9.04.   Revocation and Effect of Consents.

                Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of a Note or portion of a Note that evidences
the same debt as the consenting Holder's Note, even if notation of the consent
is not made on any Note. However, any such Holder of a Note or subsequent Holder
of a Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date on which the Trustee receives an Officers'
Certificate certifying that the Holders of the requisite principal amount of
Notes have consented (and not theretofore revoked such



                                      -89-

consent) to the amendment, supplement or waiver. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every
Holder.

                Section 9.05.   Notation on or Exchange of Notes.

                If the Company may require, the Trustee may place an appropriate
notation about an amendment, supplement or waiver on any Note thereafter
authenticated. The Company in exchange for all Notes may issue and the Trustee
shall authenticate new Notes that reflect the amendment, supplement or waiver.

                Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

                Section 9.06.   Trustee to Sign Amendments, etc.

                The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
In executing any amended or supplemental indenture, the Trustee shall be
entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.

                                   ARTICLE 10

                                   GUARANTEES

                Each of the Subsidiaries party hereto on the date of this
Indenture and any other Subsidiary from time to time party hereto that executes
a supplemental indenture providing for a guarantee of the Notes on the terms
provided for in this Article 10 (collectively, the "Applicable Guarantors")
agrees as follows, provided that the provisions of this Article 10 shall not
apply to the Note Guarantee of any Guarantor who executes a supplemental
indenture providing for a guarantee of the Notes upon terms substantially
similar to the guarantee of other Indebtedness giving rise to the obligation of
such Guarantor to enter into a guarantee of the Notes pursuant to Section 4.14
hereof, whose Note Guarantee shall be governed by the terms set forth in such
supplemental indenture.

                Section 10.01.  Note Guarantees.

                Subject to the provisions of this Article 10, each of the
Guarantors hereby, jointly and severally, unconditionally guarantee to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns, irrespective of the validity and enforceability
of this Indenture, the Notes or the obligations of the Company hereunder or
thereunder, that: (a) the Indenture Obligations shall be promptly paid in full,
all in accordance with the terms of



                                      -90-

this Indenture and the Notes and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that same shall be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at Stated Maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
The Guarantors hereby agree (to the fullest extent permitted by law) that their
obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions of this Indenture and the Notes, the recovery of
any judgment against the Company, any action to enforce the same or any other
circumstance which might otherwise constitute a legal or equitable discharge or
defense of a Guarantor. Each Guarantor hereby waives (to the fullest extent
permitted by law) diligence, presentment, demand of payment, filing of claims
with a court in the event of insolvency or bankruptcy of the Company, any right
to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenant that the Note Guarantees shall not be discharged
except by complete performance of the obligations contained in the Notes and
this Indenture.

                If any Holder or the Trustee is required by any court or
otherwise to return to the Company or Guarantors, or any Custodian, Trustee,
liquidator or other similar official acting in relation to either the Company or
Guarantors, any amount paid by either to the Trustee or such Holder, these Note
Guarantees, to the extent theretofore discharged, shall be reinstated in full
force and effect. Each Guarantor agrees that they shall not be entitled to any
right of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.

                Each Guarantor further agrees (to the fullest extent permitted
by law) that, as between the Guarantors, on the one hand, and the Holders and
the Trustee, on the other hand, (x) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article 6 hereof for the purposes of
these Note Guarantees, notwithstanding any stay, injunction or other prohibition
preventing such acceleration in respect of the obligations guaranteed hereby and
(y) in the event of any declaration of acceleration of such obligations as
provided in Article 6 hereof, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantors for the purpose of
these Note Guarantees. The Guarantors shall have the right to seek contribution
from any non-paying Guarantor so long as the exercise of such right does not
impair the rights of the Holders under these Note Guarantees.

                Section 10.02.  Limitation of Guarantor's Liability.

                Each Guarantor and, by its acceptance hereof, each Holder
hereof, hereby confirm that it is their intention that the Note Guarantee by
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to the Note Guarantees. To effectuate the foregoing intention, each
such person hereby irrevocably agrees that the obligation of such Guarantor
under its Note Guarantee under this Article 10 shall be limited



                                      -91-

to the maximum amount which, after giving effect to all other contingent and
fixed liabilities of such Guarantor, will result in the obligations of such
Guarantor under its Note Guarantee not constituting a fraudulent conveyance or
fraudulent transfer under applicable law, or being void or unenforceable under
the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to the Note Guarantees. Each Guarantor that makes a payment or
distribution under a Note Guarantee will be entitled to seek contribution from
each other Guarantor. Each Holder, by accepting the benefits hereof, confirms
its intention that, in the event of bankruptcy, reorganization or other similar
proceeding of the Company or any Guarantor in which concurrent claims are made
upon such Guarantor hereunder, to the extent such claims shall not be fully
satisfied, each such claimant with a valid claim against the Company shall be
entitled to a ratable share of all payments by such Guarantor in respect of such
concurrent claims.

                Section 10.03.  Execution and Delivery of Note Guarantees.

                The Company shall cause each Subsidiary that is required to
become a Guarantor pursuant to Section 4.14 hereof to promptly execute and
deliver to the Trustee a supplemental indenture in form and substance reasonably
satisfactory to the Trustee, evidencing its Note Guarantee on substantially the
terms set forth in this Article 10 or upon terms substantially similar to the
guarantee of other Indebtedness giving rise to the obligation of such Guarantor
to enter into a guarantee of the Notes pursuant to Section 4.14 hereof. Neither
the Company nor any Guarantor shall be required to make a notation on the Notes
to reflect any Note Guarantee or any release, termination or discharge thereof.

                Section 10.04.  Guarantors May Consolidate, etc., on Certain
                                Terms.

                Except as set forth in Articles 4 and 5 hereof, nothing
contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or shall prevent
any sale or conveyance of the property of a Guarantor as an entirety or
substantially as an entirety, to the Company.

                Section 10.05.  Releases of a Guarantor.

                The Note Guarantee or the obligations under Sections 10.04 and
5.01(b) hereof of a Guarantor that is a subsidiary shall be automatically and
unconditionally released and discharged upon (i) any sale, exchange or transfer
of all of the Capital Stock held by the Company or any Subsidiary in, or all or
substantially all the assets of, such Subsidiary, or any other sale or
disposition (by merger or otherwise) of such Subsidiary or any interest therein
following which such Person is no longer a Subsidiary, which is in compliance
with this Indenture, (ii) the release by the holders of the Indebtedness of the
Company described in paragraph (a) of Section 4.14 hereof of their guarantee by
such Subsidiary (including any deemed release upon payment in full of all
obligations under such Indebtedness), which release occurs at a time when (A) no
other Indebtedness of the Company remains guaranteed by such Subsidiary, as the
case may be, or (B) the holders of all such other Indebtedness which is
guaranteed by such Subsidiary also release their guarantee by such Subsidiary



                                      -92-

(including any deemed release upon payment in full of all obligations under such
Indebtedness), (iii) merger or consolidation of such Subsidiary with and into
the Company or another Guarantor, (iv) defeasance of the Company's obligations,
or satisfaction and discharge of this Indenture, or (v) subject to customary
reinstatement provisions, payment in full of the aggregate principal amount of
the Notes then outstanding and any interest then accrued thereon and unpaid. In
addition, the Company shall have the right, upon 30 days' notice to the Trustee,
to cause any Guarantor that does not guarantee payment by the Company of any
other Indebtedness of the Company to be unconditionally released from all
obligations under its Note Guarantee, and such Note Guarantee shall thereupon
terminate and be discharged and of no further force or effect. Upon any such
occurrence specified in this paragraph, the Trustee shall execute any documents
reasonably required in order to evidence such release, discharge and termination
in respect of such Note Guarantee. Any Guarantor not released from its
obligations under its Note Guarantee shall remain liable for the full amount of
principal of and interest on the Notes and for the other obligations of any
Guarantor under this Indenture as provided in this Article 10.

                                   ARTICLE 11

                           SATISFACTION AND DISCHARGE

                Section 11.01.  Satisfaction and Discharge.

                This Indenture shall upon the request of the Company cease to be
of further effect (except as to surviving rights of registration of transfer or
exchange of the Notes herein, expressly provided for the Company's obligations
under Section 7.07 hereof, and the Trustee's and the Paying Agent's obligations
under Section 11.02 hereof) and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture when:

                (i)     either (a) all the Notes theretofore authenticated and
        delivered (except lost, stolen or destroyed Notes which have been
        replaced or paid as provided in Section 2.07 hereof) have been delivered
        to the Trustee for cancellation or (b) all Notes not theretofore
        delivered to the Trustee for cancellation (x) have become due and
        payable or (y) will become due and payable at their Stated Maturity
        within one year or (z) are to be called for redemption within one year
        under arrangements reasonably satisfactory to the Trustee for the giving
        of notice of redemption by the Trustee in the name, and at the expense
        of, the Company and any Guarantor and, in the case of clause (x), (y) or
        (z), either the Company or any Guarantor has irrevocably deposited or
        caused to be deposited with the Trustee as trust funds in trust for such
        purpose money or U.S. Government Obligations in an amount sufficient (as
        certified by an independent public accountant designated by the Company)
        to pay and discharge the entire Indebtedness on the Notes (except lost,
        stolen or destroyed Notes which have been replaced or paid) not
        theretofore delivered to the Trustee for cancellation, including
        principal, premium, if any, and interest at such Stated Maturity or
        redemption date as the case may be;



                                      -93-

               (ii)     either the Company or any Guarantor or Guarantors or any
        combination thereof has paid all other sums payable under this Indenture
        by the Company and any Guarantor; and

              (iii)     the Company and any Guarantor have delivered to the
        Trustee an Officers' Certificate and an Opinion of Counsel each to the
        effect that all conditions precedent herein provided for relating to the
        satisfaction and discharge of this Indenture have been complied with.

                Section 11.02.  Application of Trust.

                All money deposited with the Trustee pursuant to Section 11.01
hereof shall be held in trust and, at the written direction of the Company, be
invested prior to maturity in U.S. Government Obligations, and applied by the
Trustee in accordance with the provisions of the Notes and this Indenture, to
the payment, either directly or through any Paying Agent as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for the payment of which money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

                                   ARTICLE 12

                                  MISCELLANEOUS

                Section 12.01.  Trust Indenture Act Controls.

                If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by TIA Section 318(c), the imposed duties
shall control.

                Section 12.02.  Notices.

                Any notice or communication by the Company or the Trustee to the
others is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telecopier or
overnight air courier guaranteeing next day delivery, to the others' address:

                If to the Company or any Guarantor:

                           Remington Arms Company, Inc.
                           870 Remington Drive
                           P.O. Box 700
                           Madison, North Carolina  27025
                           Telecopier No.:  (336) 548-8831
                           Attention:  Chief Financial Officer



                                      -94-

                If to the Trustee:

                           U.S. Bank National Association
                           180 East 5th Street
                           St. Paul, Minnesota  55101
                           Telecopier No.: (651) 244-0711
                           Attention: Corporate Trust Administration

                The Company, any Guarantor or the Trustee, by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

                All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the
next Business Day after timely delivery to the courier, if sent by overnight air
courier guaranteeing next day delivery.

                Any notice or communication to a Holder shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

                If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

                If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

                Section 12.03.  Communication by Holders of Notes with Other
                                Holders of Notes.

                The Trustee is subject to TIA Section 312(b), and Holders may
communicate pursuant thereto with other Holders with respect to their rights
under this Indenture or the Notes. The Company, the Guarantors, the Trustee, the
Registrar and anyone else shall have the protection of TIA Section 312(c).

                Section 12.04.  Certificate and Opinion as to Conditions
                                Precedent.

                Upon any request or application by the Company or any Guarantor
to the Trustee to take any action under this Indenture, the Company or such
Guarantors shall furnish to the Trustee:



                                      -95-

                (a)     an Officers' Certificate in form and substance
        reasonably satisfactory to the Trustee (which shall include the
        statements set forth in Section 12.05 hereof) to the effect that, in the
        opinion of the signers, all conditions precedent and covenants, if any,
        provided for in this Indenture relating to the proposed action have been
        satisfied; and

                (b)     an Opinion of Counsel in form and substance reasonably
        satisfactory to the Trustee (which shall include the statements set
        forth in Section 12.05 hereof) to the effect that, in the opinion of
        such counsel, all such conditions precedent and covenants have been
        satisfied.

                Section 12.05.  Statements Required in Certificate or Opinion.

                Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

                (a)     a statement that the Person making such certificate or
        opinion has read such covenant or condition;

                (b)     a brief statement as to the nature and scope of the
        examination or investigation upon which the statements or opinions
        contained in such certificate or opinion are based;

                (c)     a statement that, in the opinion of such Person, he or
        she has made such examination or investigation as is necessary to enable
        him or her to express an informed opinion as to whether or not such
        covenant or condition has been satisfied; and

                (d)     a statement as to whether or not, in the opinion of such
        Person, such condition or covenant has been satisfied.

                Section 12.06.  Rules by Trustee and Agents.

                The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

                Section 12.07.  No Personal Liability of Directors, Officers,
                                Employees, Incorporators and Stockholders.

                A director, officer, employee, incorporator or stockholder, as
such, of the Company, any Guarantor or any other obligor on the Notes shall not
have any liability for any obligations of the Company, any Guarantor or any
other obligor, as the case may be, under the Notes, this Indenture or any Note
Guarantee or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and



                                      -96-

release are part of the consideration for issuance of the Notes. The waiver may
not be effective to waive liabilities under the federal securities laws.

                Section 12.08.  Governing Law.

                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.

                Section 12.09.  Successors.

                All agreements of the Company and the Guarantors in this
Indenture, the Notes and the Note Guarantees shall bind their respective
successors. All agreements of the Trustee in this Indenture shall bind its
successors.

                Section 12.10.  Severability.

                In case any provision in this Indenture, the Notes or the Note
Guarantees shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

                Section 12.11.  Counterpart Originals.

                The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

                Section 12.12.  Table of Contents, Headings, etc.

                The Table of Contents, Cross-Reference Table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

                Section 12.13.  Record Date for Voting by or Consent of Holders.

                In any instance in which the Holders shall be entitled to vote
or consent to any matter, the record date for such vote or consent shall be the
date specified in TIA Section 3.16(c), unless otherwise provided in this
Indenture.

                         [Signatures on following page]



                                       S-1

                IN WITNESS WHEREOF, the parties have executed this Indenture as
of the date first written above.

                                        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,
                                                   Chief Administrative
                                                   Officer and Treasurer

                                        RA BRANDS, LLC.

                                        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,
                                                   Chief Administrative
                                                   Officer and Treasurer

                                        U.S. BANK NATIONAL ASSOCIATION,
                                        as Trustee

                                        By: /s/ R. Prokosch
                                            ------------------------------------
                                            Name:  Richard H. Prokosch
                                            Title: Vice President



                                                                      SCHEDULE A

                             SCHEDULE OF GUARANTORS

RBC Holding, Inc.
RA Brands, L.L.C.
RA Factors, Inc.



                                                                     EXHIBIT A-1

                                 (Face of Note)

                                                                     CUSIP/CINS:

               10-1/2% [Series A] [Series B] Senior Notes due 2011

No.                                                                      $

                          REMINGTON ARMS COMPANY, INC.

promises to pay to Cede & Co.

or registered assigns,

the principal sum of                 DOLLARS AND NO CENTS

________________________________________________

Dollars on February 1, 2011.

Interest Payment Dates:  June 1 and December 1

Record Dates:  May 15 and  November 15

                                   Dated:

                                   REMINGTON ARMS COMPANY, INC.


                                   By:
                                       ----------------------------------------
                                       Name:    [         ]
                                       Title:   [         ]


                                   By:
                                       ----------------------------------------
                                       Name:    [         ]
                                       Title:   [         ]

                                      A-1-1



This is one of the Notes referred
to in the within-mentioned Indenture:

U.S. Bank National Association,
 as Trustee

By:
     ----------------------------
     Authorized Signatory

                                      A-1-2



                                 (Back of Note)

                    10-1/2% [Series A] Senior Notes due 2011

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") AND HAS NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS,
AND THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A")) OR (B) IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AND (2)
AGREES FOR THE BENEFIT OF THE ISSUER HEREOF THAT (A) THIS NOTE MAY BE OFFERED,
RESOLD, ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED ONLY (I) INSIDE
THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF
CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES, AND SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR

                                      A-1-3



TRANSFER (X) PURSUANT TO CLAUSE (II) OR (III) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM, AND (Y) IN THE CASE OF ANY OF THE FOREGOING CLAUSES (I) THROUGH (IV),
TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE COMPANY
AND THE TRUSTEE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO
ABOVE.

                Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                1.      Interest. Remington Arms Company, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 10-1/2% per annum from the date hereof until maturity and shall pay
the Additional Interest, if any, payable pursuant to Section 6 of the
Registration Rights Agreement referred to below. The Company will pay interest
and Additional Interest semi-annually on June 1 and December 1 of each year, or
if any such day is not a Business Day, on the next succeeding Business Day (each
an "Interest Payment Date"). Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date with respect to the Notes issued
on the Issue Date shall be June 1, 2003. Interest will be computed on the basis
of a 360-day year of twelve 30-day months.

                2.      Method of Payment. The Company will pay interest on the
Notes (except defaulted interest) and Additional Interest to the Persons who are
registered Holders of Notes at the close of business on the May 15 or November
1, next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Additional Interest, if
any, and interest at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the option of
the Company, payment of interest and Additional Interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and Additional
Interest on, all Global Notes and all other Notes the Holders of which shall
have provided wire transfer instructions to the Company or the Paying Agent.
Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.

                3.      Paying Agent and Registrar. Initially, U.S. Bank
National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change any

                                      A-1-4



Paying Agent or Registrar without notice to any Holder. The Company or any of
the Guarantors may act in any such capacity.

                4.      Indenture. The Company issued the Notes under an
Indenture dated as of January 24, 2003 ("Indenture"), by and among the Company,
the Guarantors and the Trustee. This Note is one of a duly authorized issue of
the Company designated as its 10-1/2% Senior Notes due 2011, which may be issued
under the Indenture. The Company shall be entitled to issue Additional Notes
pursuant to the Indenture. The Notes, any Additional Notes and any Exchange
Securities issued in accordance with the Indenture are treated as a single class
of securities under the Indenture. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note is inconsistent with or conflicts with the provisions of the Indenture, the
provisions of the Indenture shall govern and be controlling. The Notes are
senior unsecured obligations of the Company.

                5.      Optional Redemption.

                (a)     The Notes shall be subject to redemption at any time on
or after February 1, 2007, at the option of the Company, in whole or in part
(which includes Additional Notes if any), in amounts of $1,000 or an integral
multiple thereof at the following redemption prices (expressed as percentages of
the principal amount), if redeemed during the 12-month period beginning February
1 of the years indicated below:

                   Year                                         Percentage
                   ----                                         ----------
                   2007.......................                   105.250%
                   2008.......................                   102.625%
                   2009 and thereafter........                   100.000%

and thereafter at 100% of the principal amount, in each case together with
accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on relevant record dates to receive interest due on
relevant interest payment dates).

                (b)     Notwithstanding the provisions of subparagraph (a) of
this Paragraph 5, at any time and from time to time prior to February 1, 2006,
the Company at its option may redeem Notes in an aggregate principal amount
equal to up to 35% of the original aggregate principal amount of the Notes
(including the principal amount of any Additional Notes), with funds in an
aggregate amount (the "Redemption Amount") not exceeding the aggregate proceeds
of one or more Equity Offerings at a redemption price (expressed as a percentage
of principal amount thereof) of 110.5% plus accrued interest, if any, to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date);
provided, however, that an aggregate principal amount of Notes equal to at least
65% of the original aggregate principal

                                      A-1-5



amount of the Notes (including the principal amount of any Additional Notes)
must remain outstanding after each such redemption.

                (c)     Any such redemption and notice may, in the Company's
discretion, be subject to the satisfaction of one or more conditions precedent,
as more fully described in the Indenture.

                6.      Repurchase At Option of Holder.

                (a)     If a Change of Control shall occur at any time, then
each Holder of Notes shall have the right to require that the Company purchase
such Holder's Notes, in whole or in part, in integral multiples of $1,000, at a
purchase price (the "Change of Control Purchase Price") in cash in an amount
equal to 101% of the principal amount of such Notes, plus accrued and unpaid
interest and Additional Interest, if any, to the date of purchase (the "Change
of Control Purchase Date"), pursuant to the offer described below (the "Change
of Control Offer") and the other procedures set forth in the Indenture;
provided, however, that the Company shall not be obligated to repurchase Notes
pursuant to this Paragraph 6 in the event that it has exercised its right to
redeem all of the Notes pursuant to Section 3.07 of the Indenture.

                (b)     If the Company or any of its Subsidiaries consummate an
Asset Sale, to the extent provided for in the Indenture, the Company may be
required to make an offer to all Holders of Notes (an "Offer") pursuant to
Section 4.07 of the Indenture to purchase Notes at an offer price in cash in an
amount equal to 100% of the principal amount thereof plus accrued and unpaid
interest and Additional Interest thereon, if any, to the date of purchase in
accordance with the procedures set forth in the Indenture. Holders of Notes may
elect to have such Notes purchased by completing the form entitled "Option of
Holder to Elect Purchase" on the reverse of the Notes.

                7.      Notice of Redemption. At least 30 days but not more than
60 days before a redemption date, the Company shall mail or cause to be mailed,
by first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address. Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date
interest ceases to accrue on Notes or portions thereof called for redemption.

                8.      Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not exchange or register the transfer of any Notes for a
period of 15 days before the mailing of a notice of redemption or during the
period between a record date and the corresponding Interest Payment Date.

                                      A-1-6



                9.      Persons Deemed Owners. The registered Holder of a Note
may be treated as its owner for all purposes.

                10.     Amendment, Supplement and Waiver. Subject to certain
exceptions and conditions, (i) the Indenture may be amended with the consent of
the Holders of greater than 50% in aggregate principal amount of the then
outstanding Notes and (ii) any past Default, Event of Default or compliance with
any provisions may be waived with the consent of the Holders of greater than 50%
in aggregate principal amount of the then outstanding Notes (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes). In certain instances provided in the
Indenture, the Indenture may be amended without the consent of any Holder.

                11.     Defaults and Remedies. If an Event of Default with
respect to the Notes occurs and is continuing, the Notes may be declared due and
payable immediately in the manner and with the effect provided in the Indenture.

                12.     Trustee Dealings with Company. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                13.     No Recourse Against Others. A director, officer,
employee, incorporator, stockholder or member, as such, of the Company, any
Guarantor or any other obligor on the Notes shall not have any liability for
any obligations of the Company, any Guarantor or any other obligor, as the case
may be, under the Notes, the Indenture or any Note Guarantee or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.

                14.     Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                15.     Abbreviations. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                16.     Additional Rights of Holders of Restricted Global Notes
and Restricted Definitive Notes. In addition to the rights provided to Holders
of Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of January 24, 2003, by and among the Company, the Guarantors
and the parties named on the signature pages thereof (the "Registration Rights
Agreement").

                                      A-1-7



                17.     CUSIP Numbers. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

                The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                        Remington Arms Company, Inc.
                        870 Remington Drive
                        P.O. Box 700
                        Madison, North Carolina 27025-0700
                        Attention:  Chief Financial Officer

                                      A-1-8



                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________

to transfer this Note on the books of the Company. The agent may substitute

another to act for him._________________________________________________________

Date: _____________
                                Your Signature:
                                               --------------------------------
                                               (Sign exactly as your name
                                               appears on the face of this Note)

                                Signature Guarantee:
                                                     ---------------------------

                                      A-1-9



                       OPTION OF HOLDER TO ELECT PURCHASE

                If you want to elect to have this Note purchased by the Company
pursuant to Section 4.06 or 4.07 of the Indenture, check the box below:

                [ ] Section 4.06          [ ] Section 4.07

                If you want to elect to have only part of the Note purchased by
the Company pursuant to Section 4.06 or Section 4.07 of the Indenture, state the
amount you elect to have purchased:

$_______________

Date: __________________

                              Your Signature:
                                               ---------------------------------
                                               (Sign exactly as your name
                                               appears on the face of this Note)

                              Tax Identification No.:
                                                      --------------------------

                              Signature Guarantee:
                                                      --------------------------

                                     A-1-10



              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

                The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:



                                                                  Principal
                      Amount of             Amount of          Amount of this           Signature of
                     decrease in           increase in           Global Note             authorized
                      Principal             Principal          following such        officer of Trustee
   Date of         Amount of this        Amount of this         decrease (or               or Note
   Exchange          Global Note           Global Note            increase)               Custodian
- --------------  --------------------  --------------------  --------------------  ------------------------
                                                                      



                                     A-1-11



                                                                     EXHIBIT A-2

                  (Face of Regulation S Temporary Global Note)

                                                                     CUSIP/CINS:

               10-1/2% [Series A] [Series B] Senior Notes due 2011

No.                                                                      $

                          REMINGTON ARMS COMPANY, INC.

promises to pay to Cede & Co.

or registered assigns,

the principal sum of                   DOLLARS AND NO CENTS

________________________________________________

Dollars on February 1, 2011.

Interest Payment Dates:  June 1 and December 1

Record Dates:  May 15 and  November 15

                                       Dated:

                                       REMINGTON ARMS COMPANY, INC.


                                       By:
                                           -------------------------------------
                                           Name:    [       ]
                                           Title:   [       ]


                                       By:
                                           -------------------------------------
                                           Name:    [        ]
                                           Title:   [        ]

                                      A-2-1



This is one of the Notes
referred to in the within-mentioned Indenture:

U.S. Bank National Association,
 as Trustee

By:
      ------------------------------
      Authorized Signatory

                                      A-2-2



                      (Back of Regulation S Temporary Note)

                    10-1/2% [Series A] Senior Notes due 2011

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT") AND HAS NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS,
AND THIS NOTE MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A")) OR (B) IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN
OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AND (2)
AGREES FOR THE BENEFIT OF THE ISSUER HEREOF THAT (A) THIS NOTE MAY BE OFFERED,
RESOLD, ASSIGNED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED ONLY (I) INSIDE
THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED
INSTUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES

                                      A-2-3



ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH
(IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES, AND SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER (X) PURSUANT TO CLAUSE (II) OR (III) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND (Y) IN THE CASE OF ANY OF THE FOREGOING
CLAUSES (I) THROUGH (IV), TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE COMPANY AND THE TRUSTEE. THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO ABOVE.

                Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                1.      Interest. Remington Arms Company, Inc., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 10-1/2% per annum from the date hereof until maturity and shall pay
the Additional Interest, if any, payable pursuant to Section 6 of the
Registration Rights Agreement referred to below. The Company will pay interest
and Additional Interest semi-annually on June 1 and December 1 of each year, or
if any such day is not a Business Day, on the next succeeding Business Day (each
an "Interest Payment Date"). Interest on the Notes will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date with respect to the Notes issued
on the Issue Date shall be June 1, 2003. Interest will be computed on the basis
of a 360-day year of twelve 30-day months.

                2.      Method of Payment. The Company will pay interest on the
Notes (except defaulted interest) and Additional Interest to the Persons who are
registered Holders of Notes at the close of business on the May 15 or November
15, next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest.
The Notes will be payable as to principal, premium and Additional Interest, if
any, and interest at the office or agency of the Company maintained for such
purpose within or without the City and State of New York, or, at the option of
the Company, payment of interest and Additional Interest may be made by check
mailed to the Holders at their addresses set forth in the register of Holders,
and provided that payment by wire transfer of immediately available funds will
be required with respect to principal of and interest, premium and Additional
Interest on, all Global Notes and all other Notes the Holders of which shall

                                      A-2-4



have provided wire transfer instructions to the Company or the Paying Agent.
Such payment shall be in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.

                3.      Paying Agent and Registrar. Initially, U.S. Bank
National Association, the Trustee under the Indenture, will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without
notice to any Holder. The Company or any of the Guarantors may act in any such
capacity.

                4.      Indenture. The Company issued the Notes under an
Indenture dated as of January 24, 2003 ("Indenture"), by and among the Company,
the Guarantors and the Trustee. This Note is one of a duly authorized issue of
Notes of the Company designated as its 10-1/2% Senior Notes due 2011, which may
be issued under the Indenture. The Company shall be entitled to issue Additional
Notes pursuant to the Indenture. The Notes, any Additional Notes and any
Exchange Securities issued in accordance with the Indenture are treated as a
single class of securities under the Indenture. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections
77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note is inconsistent with or conflicts with the provisions of
the Indenture, the provisions of the Indenture shall govern and be controlling.
The Notes are senior unsecured obligations of the Company.

                5.      Optional Redemption.

                (a)     The Notes shall be subject to redemption at any time on
or after February 1, 2007, at the option of the Company, in whole or in part
(which includes Additional Notes, if any), upon, in amounts of $1,000 or an
integral multiple thereof at the following redemption prices (expressed as
percentages of the principal amount), if redeemed during the 12-month period
beginning February 1 of the years indicated below:

            Year                                         Percentage
            ----                                         ----------
            2007.......................                   105.250%
            2008.......................                   102.625%
            2009 and thereafter........                   100.000%

and thereafter at 100% of the principal amount, in each case together with
accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on relevant record dates to receive interest due on
relevant interest payment dates).

                (b)     Notwithstanding the provisions of subparagraph (a) of
this Paragraph 5, at any time and from time to time prior to February 1, 2006,
the Company at its option may redeem Notes in an aggregate principal amount
equal to up to 35% of the original aggregate principal amount of the Notes
(including the principal amount of any Additional Notes), with funds in an
aggregate

                                      A-2-5



amount (the "Redemption Amount") not exceeding the aggregate proceeds
of one or more Equity Offerings at a redemption price (expressed as a percentage
of principal amount thereof) of 110.5% plus accrued interest, if any, to the
redemption date (subject to the right of Holders of record on the relevant
record date to receive interest due on the relevant interest payment date);
provided, however, that an aggregate principal amount of Notes equal to at least
65% of the original aggregate principal amount of the Notes (including the
principal amount of any Additional Notes) must remain outstanding after each
such redemption.

                (c)     Any such redemption and notice may, in the Company's
discretion, be subject to the satisfaction of one or more conditions precedent,
as more fully described in the Indenture.

                6.      Repurchase At Option of Holder.

                (a)     If a Change of Control shall occur at any time, then
each Holder of Notes shall have the right to require that the Company purchase
such Holder's Notes, in whole or in part, in integral multiples of $1,000, at a
purchase price (the "Change of Control Purchase Price") in cash in an amount
equal to 101% of the principal amount of such Notes, plus accrued and unpaid
interest and Additional Interest, if any, to the date of purchase (the "Change
of Control Purchase Date"), pursuant to the offer described below (the "Change
of Control Offer") and the other procedures set for in the Indenture; provided,
however, that the Company shall not be obligated to repurchase Notes pursuant to
this Paragraph 6 in the event that it has exercised its right to redeem all of
the Notes pursuant to Section 3.07 of the Indenture.

                (b)     If the Company or any of its Subsidiaries consummate an
Asset Sale, to the extent provided in the Indenture, the Company may be required
to make an offer to all Holders of Notes (an "Offer") pursuant to Section 4.07
of the Indenture to purchase Notes at an offer price in cash in an amount equal
to 100% of the principal amount thereof plus accrued and unpaid interest and
Additional Interest thereon, if any, to the date of purchase in accordance with
the procedures set forth in the Indenture. Holders of Notes may elect to have
such Notes purchased by completing the form entitled "Option of Holder to Elect
Purchase" on the reverse of the Notes.

                7.      Notice of Redemption. At least 30 days but not more than
60 days before a redemption date, the Company shall mail or cause to be mailed,
by first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address. Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date
interest ceases to accrue on Notes or portions thereof called for redemption.

                8.      Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or

                                      A-2-6



permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, it need not
exchange or register the transfer of any Notes for a period of 15 days before
the mailing of a notice of redemption or during the period between a record date
and the corresponding Interest Payment Date.

                9.      Persons Deemed Owners. The registered Holder of a Note
may be treated as its owner for all purposes.

                10.     Amendment, Supplement and Waiver. Subject to certain
exceptions and conditions, (i) the Indenture may be amended with the consent of
the Holders of greater than 50% in aggregate principal amount of the then
outstanding Notes and (ii) any past Default, Event of Default or compliance with
any provisions may be waived with the consent of the Holders of greater than 50%
in aggregate principal amount of the then outstanding Notes (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, the Notes). In certain instances provided in the
Indenture, the Indenture may be amended without the consent of any Holder.

                11.     Defaults and Remedies. If an Event of Default with
respect to the Notes occurs and is continuing, the Notes may be declared due and
payable immediately in the manner and with the effect provided in the Indenture.

                12.     Trustee Dealings with Company. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                13.     No Recourse Against Others. A director, officer,
employee, incorporator, stockholder or member, as such, of the Company, any
Guarantor or any other obligor on the Notes shall not have any liability for any
obligations of the Company, any Guarantor or any other obligor, as the case may
be, under the Notes, the Indenture or any Note Guarantee or for any claim based
on, in respect of or by reason of such obligations or their creation. Each
Holder by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.

                14.     Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                15.     Abbreviations. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                16.     Additional Rights of Holders of Restricted Global Notes
and Restricted Definitive Notes. In addition to the rights provided to Holders
of Notes under the Indenture, Holders

                                      A-2-7



of Restricted Global Notes and Restricted Definitive Notes shall have all the
rights set forth in the Registration Rights Agreement dated as of January 24,
2003, by and among the Company, the Guarantors and the parties named on the
signature pages thereof (the "Registration Rights Agreement").

                17.     CUSIP Numbers. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

                The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                        Remington Arms Company, Inc.
                        870 Remington Drive
                        P.O. Box 700
                        Madison, North Carolina 27025-0700
                        Attention:  Chief Financial Officer

                                      A-2-8



                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. No.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________

to transfer this Note on the books of the Company. The agent may substitute

another to act for him. ________________________________________________________

Date:
       ________________
                           Your Signature:
                                          --------------------------------------
                                          (Sign exactly as your name appears on
                                          the face of this Note)

                           Signature Guarantee:
                                                 -------------------------------

                                      A-2-9



                       OPTION OF HOLDER TO ELECT PURCHASE

                If you want to elect to have this Note purchased by the Company
pursuant to Section 4.06 or 4.07 of the Indenture, check the box below:

                [ ] Section 4.06          [ ] Section 4.07

                If you want to elect to have only part of the Note purchased by
the Company pursuant to Section 4.06 or Section 4.07 of the Indenture, state the
amount you elect to have purchased:

$
 _______________

Date:  ______________

                              Your Signature:
                                             -----------------------------------
                                             (Sign exactly as your name appears
                                             on the face of this Note)

                              Tax Identification No.:
                                                      --------------------------

                              Signature Guarantee:
                                                      --------------------------

                                     A-2-10



              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

                The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:



                                                                  Principal
                      Amount of             Amount of          Amount of this           Signature of
                     decrease in           increase in           Global Note             authorized
                      Principal             Principal          following such        officer of Trustee
   Date of         Amount of this        Amount of this         decrease (or               or Note
  Exchange          Global Note           Global Note            increase)               Custodian
- --------------  --------------------  --------------------  --------------------  ------------------------
                                                                      



                                     A-2-11



                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Remington Arms Company, Inc.
870 Remington Drive
P.O. Box 700
Madison, North Carolina 27025-0700

U.S. Bank National Association,
 as Trustee
180 East 5th Street
St. Paul, Minnesota  55101

                Re:     10-1/2% Senior Notes due 2011

                Reference is hereby made to the Indenture, dated as of January
24, 2003 (the "Indenture"), by and among Remington Arms Company, Inc., as issuer
(the "Company"), the Guarantors and U.S. Bank National Association, as trustee
(the "Trustee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

                [       ], (the "Transferor") owns and proposes to transfer the
Notes[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $[       ] in such Note[s] or interests (the "Transfer"), to
[       ] (the "Transferee"), as further specified in Annex A hereto. In
connection with the Transfer, the Transferor hereby certifies that:

                [CHECK ALL THAT APPLY]

                1.      Check if Transferee will take delivery of a beneficial
interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Notes is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and such
person and each such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and
such Transfer is in compliance with any applicable blue sky securities laws of
any state of the United States. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Note will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the 144A Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

                2.      Check if Transferee will take delivery of a beneficial
interest in the Regulation S Global Note or a Definitive Note pursuant to
Regulation S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and,

                                       B-1



accordingly, the Transferor hereby further certifies that (i) the Transfer is
not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903 or Rule 904 of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person. Upon
consummation of the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on Transfer enumerated in the Private Placement
Legend printed on the Regulation S Global Note and/or the Definitive Note and in
the Indenture and the Securities Act.

                3.      Check and complete if Transferee will take delivery of a
beneficial interest in a Definitive Note pursuant to any provision of the
Securities Act other than Rule 144A or Regulation S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one);

                (i)     such Transfer is being effected pursuant to and in
        accordance with Rule 144 under the Securities Act;

                                       or

                (ii)    such Transfer is being effected to the Company or a
        subsidiary thereof;

                                       or

                (iii)   such Transfer is being affected pursuant to an effective
        registration statement under the Securities Act and in compliance with
        the prospectus delivery requirements of the Securities Act.

                Upon consummation of the proposed transfer in accordance with
        the terms of the Indenture, the transferred beneficial interest or
        Definitive Note will be subject to the restrictions on transfer
        enumerated in the Private Placement Legend printed on the Definitive
        Notes and in the Indenture and the Securities Act.

                                       B-2



                4.      Check if Transferee will take delivery of a beneficial
interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

                (i)     Check if Transfer is pursuant to Rule 144. (A) The
        Transfer is being effected pursuant to and in accordance with Rule 144
        under the Securities Act and in compliance with the transfer
        restrictions contained in the Indenture and any applicable blue sky
        securities laws of any state of the United States and (B) the
        restrictions on transfer contained in the Indenture and the Private
        Placement Legend are not required in order to maintain compliance with
        the Securities Act. Upon consummation of the proposed Transfer in
        accordance with the terms of the Indenture, the transferred beneficial
        interest or Definitive Note will no longer be subject to the
        restrictions on transfer enumerated in the Private Placement Legend
        printed on the Restricted Global Notes, on Restricted Definitive Notes
        and in the Indenture.

                (ii) Check if Transfer is Pursuant to Regulation S. (A) The
        Transfer is being effected pursuant to and in accordance with Rule 903
        or Rule 904 under the Securities Act and in compliance with the transfer
        restrictions contained in the Indenture and any applicable blue sky
        securities laws of any state of the United States and (B) the
        restrictions on transfer contained in the Indenture and the Private
        Placement Legend are not required in order to maintain compliance with
        the Securities Act. Upon consummation of the proposed Transfer in
        accordance with the terms of the Indenture, the transferred beneficial
        interest or Definitive Note will no longer be subject to the
        restrictions on transfer enumerated in the Private Placement Legend
        printed on the Restricted Global Notes, on Restricted Definitive Notes
        and in the Indenture.

                (iii)   Check if Transfer is Pursuant to Other Exemption. (A)
        The Transfer is being effected pursuant to and in compliance with an
        exemption from the registration requirements of the Securities Act other
        than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
        restrictions contained in the Indenture and any applicable blue sky
        securities laws of any State of the United States and (B) the
        restrictions on transfer contained in the Indenture and the Private
        Placement Legend are not required in order to maintain compliance with
        the Securities Act. Upon consummation of the proposed Transfer in
        accordance with the terms of the Indenture, the transferred beneficial
        interest or Definitive Note will not be subject to the restrictions on
        transfer enumerated in the Private Placement Legend printed on the
        Restricted Global Notes or Restricted Definitive Notes and in the
        Indenture.

                                       B-3



                This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.


                                   ---------------------------------------------
                                   [Insert Name of Transferor]

                                   By:
                                        ----------------------------------------
                                        Name:  [   ]
                                        Title: [   ]

Dated:  [    ]

                                       B-4



                       ANNEX A TO CERTIFICATE OF TRANSFER

1.      The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

        (a)     a beneficial interest in the:

                (i)     144A Global Note (CUSIP [ ]), or

                (ii)    Regulation S Global Note (CUSIP [ ]); or

        (b)     a Restricted Definitive Note.

2.      After the Transfer the Transferee will hold:

                                   [CHECK ONE]

        (a)     a beneficial interest in the:

                (i)     144A Global Note (CUSIP [ ]), or

                (ii)    Regulation S Global Note (CUSIP [ ]), or

                (iv)    Unrestricted Global Note (CUSIP [ ]); or

        (b)     a Restricted Definitive Note; or

        (c)     an Unrestricted Definitive Note.

                in accordance with the terms of the Indenture.

                                       B-5



                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE
                                  (CUSIP [   ])

Remington Arms Company, Inc.
870 Remington Drive
P.O. Box 700
Madison, North Carolina 27025-0700

U.S. Bank National Association,
 as Trustee
180 East 5th Street
St. Paul, Minnesota  55101

Re:     10-1/2% Senior Notes due 2011

                Reference is hereby made to the Indenture, dated as of January
24, 2003, by and among Remington Arms Company, Inc., as issuer (the "Company"),
the Guarantors and U.S. Bank National Association, as trustee (the "Trustee").
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

                [   ] (the "Owner") owns and proposes to exchange the Note[s] or
interest in such Note[s] specified herein, in the principal amount of $[ ] in
such Note[s] or interests (the "Exchange"). In connection with the Exchange, the
Owner hereby certifies that:

                1.      Exchange of Restricted Definitive Notes or Beneficial
Interests in a Restricted Global Note for Unrestricted Definitive Notes or
Beneficial Interests in an Unrestricted Global Note.

                (a)     Check if Exchange is from beneficial interest in a
        Restricted Global Note to beneficial interest in an Unrestricted Global
        Note. In connection with the Exchange of the Owner's beneficial interest
        in a Restricted Global Note for a beneficial interest in an Unrestricted
        Global Note in an equal principal amount, the Owner hereby certifies (A)
        the beneficial interest is being acquired for the Owner's own account
        without transfer, (B) such Exchange has been effected in compliance with
        the transfer restrictions applicable to the Global Notes and pursuant to
        and in accordance with the United States Securities Act of 1933, as
        amended (the "Securities Act"), (C) the restrictions on transfer
        contained in the Indenture and the Private Placement Legend are not
        required in order to maintain compliance with the Securities Act and (D)
        the beneficial interest in an Unrestricted Global Note is being acquired
        in compliance with any applicable blue sky securities laws of any state
        of the United States.

                (b)     Check if Exchange is from Restricted Definitive Note to
        Unrestricted Definitive Note. In connection with the Owner's Exchange of
        a Restricted Definitive Note for an Unrestricted Definitive Note, the
        Owner hereby certifies (A) the Unrestricted

                                       E-1



        Definitive Note is being acquired for the Owner's own account without
        transfer, (B) such Exchange has been effected in compliance with the
        transfer restrictions applicable to Restricted Definitive Notes and
        pursuant to and in accordance with the Securities Act, (C) the
        restrictions on transfer contained in the Indenture and the Private
        Placement Legend are not required in order to maintain compliance with
        the Securities Act and (D) the Unrestricted Definitive Note is being
        acquired in compliance with any applicable blue sky securities laws of
        any state of the United States.

                This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.


                               -------------------------------------------------
                               [Insert Name of Owner]

                               By:
                                    --------------------------------------------
                                    Name: [    ]
                                    Title:[    ]

Dated:  [    ]

                                       E-2

EX-4.8

                                                                     EXHIBIT 4.8

                          Registration Rights Agreement

                                  $200,000,000

                          REMINGTON ARMS COMPANY, INC.

                          10-1/2% Senior Notes due 2011

                          REGISTRATION RIGHTS AGREEMENT

                                                                January 24, 2003

Credit Suisse First Boston LLC
Goldman, Sachs & Co.
Wachovia Securities, Inc.
c/o Credit Suisse First Boston LLC
    Eleven Madison Avenue
    New York, New York 10010-3629

Ladies and Gentlemen:

         Remington Arms Company, Inc., a Delaware corporation (the "Issuer"),
proposes to issue and sell to Credit Suisse First Boston LLC, Goldman, Sachs &
Co. and Wachovia Securities, Inc. (collectively, the "Initial Purchasers"), upon
the terms set forth in a purchase agreement dated January 17, 2003 (the
"Purchase Agreement"), $200,000,000 aggregate principal amount of its 10-1/2%
Senior Notes Due 2011 (the "Initial Securities") to be guaranteed (the
"Guarantees") by RBC Holding, Inc., RA Brands, L.L.C. and RA Factors, Inc., each
a Delaware corporation (the "Guarantors" and, collectively with the Issuer, the
"Company"). The Initial Securities will be issued pursuant to an Indenture,
dated as of January 24, 2003 (the "Indenture"), by and among the Company, the
Guarantors and U.S. Bank National Association, as trustee (the "Trustee"). As an
inducement to the Initial Purchasers to enter into the Purchase Agreement and in
satisfaction of a condition to the obligations of the Initial Purchasers, the
Company agrees with the Initial Purchasers, for the benefit of the Initial
Purchasers and the holders of the Securities (as defined below) (collectively
the "Holders"), as follows:

         1.    Registered Exchange Offer. Unless not permitted by applicable law
(after the Company has complied with the ultimate paragraph of this Section 1),
the Company shall use its reasonable best efforts to prepare and, not later than
90 days (such 90th day being the "Filing Deadline") after the date on which the
Initial Purchasers purchase the Initial Securities pursuant to the Purchase
Agreement (the "Closing Date"), file with the Securities and Exchange Commission
(the "Commission") a registration statement (the "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to a proposed offer (the "Registered
Exchange Offer") to the Holders of Transfer Restricted Securities (as defined in
Section 6 hereof), who are not prohibited by any law or policy of the Commission
from participating in the Registered Exchange Offer, to issue and deliver to
such Holders, in exchange for the Initial



                                       -2-

Securities, a like aggregate principal amount of debt securities of the Company
issued under the Indenture, substantially identical in all material respects to
the Initial Securities and guaranteed by each of the Guarantors and registered
under the Securities Act (the "Exchange Securities"). The Company shall use its
reasonable best efforts to (i) cause such Exchange Offer Registration Statement
to be declared effective under the Securities Act within 150 days after the
Closing Date (such 150th day being the "Effectiveness Deadline") and (ii) keep
the Registered Exchange Offer open for not less than 20 business days (or
longer, if required by applicable law) after the date notice of the Registered
Exchange Offer is mailed to the Holders (such period being called the "Exchange
Offer Registration Period"). For purposes hereof, "business day" shall mean any
day other than a Saturday, a Sunday, or a day on which banking institutions in
the City of New York are authorized by law, regulation or executive order to
remain closed.

         If the Company commences the Registered Exchange Offer, the Company (i)
will be entitled to consummate the Registered Exchange Offer 30 days after such
commencement (or at the end of such shorter period permitted by applicable law)
(provided that the Company has accepted all the Initial Securities theretofore
validly tendered in accordance with the terms of the Registered Exchange Offer)
and (ii) will be required to use its reasonable best efforts to consummate the
Registered Exchange Offer no later than 180 days after the Closing Date on which
the Exchange Offer Registration Statement is declared effective (such 30th day
being the "Consummation Deadline").

         Following the declaration of the effectiveness of the Exchange Offer
Registration Statement, the Company shall use its reasonable best efforts to
promptly commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder of Transfer Restricted
Securities electing to exchange the Initial Securities for Exchange Securities
(assuming that such Holder is not an affiliate of the Company within the meaning
of the Securities Act, acquires the Exchange Securities in the ordinary course
of such Holder's business and has no arrangements with any person to participate
in the distribution of the Exchange Securities and is not prohibited by any law
or policy or interpretation of the Commission or its staff from participating in
the Registered Exchange Offer) to trade such Exchange Securities from and after
their receipt without any limitations or restrictions under the Securities Act.

         The Company and the Initial Purchasers acknowledge that, pursuant to
current interpretations by the Commission's staff of Section 5 of the Securities
Act, in the absence of an applicable exemption therefrom, (i) each Holder which
is a broker-dealer electing to exchange Initial Securities, acquired for its own
account as a result of market making activities or other trading activities, for
Exchange Securities (an "Exchanging Dealer") is required to deliver a prospectus
containing the information substantially to the effect set forth in Annex A
hereto, Annex B hereto and Annex C hereto in the appropriate sections of such
prospectus in connection with a sale of any such Exchange Securities received by
such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an
Initial Purchaser that elects to sell Securities (as defined below) acquired in
exchange for Initial Securities constituting any portion of an unsold allotment
is required to deliver a prospectus containing the information required by Items
507 or 508 of Regulation S-K under the Securities Act, as applicable, in
connection with such sale.



                                       -3-

         The Company shall use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective and to amend and supplement the
prospectus contained therein, in order to permit such prospectus to be lawfully
delivered by all persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as shall be required thereby in order to
resell the Exchange Securities; provided, however, that (i) in the case where
such prospectus and any amendment or supplement thereto must be delivered by an
Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 90
days and the date on which all Exchanging Dealers and the Initial Purchasers
have sold all Exchange Securities held by them (unless such period is extended
pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus
and any amendment or supplement thereto available to any broker-dealer for use
in connection with any resale of any Exchange Securities for a period of not
less than 90 days after the consummation of the Registered Exchange Offer.

         Upon consummation of the Registered Exchange Offer in accordance with
this Section 1 (whether or not the actions or events specified in the first
sentence of this Section 1 occur within the time periods specified therefor) the
provisions of this Agreement shall continue to apply (to the extent applicable)
solely with respect to Securities that (i) were not eligible to be exchanged in
the Registered Exchange Offer (other than due to the status of the Holder
thereof as an affiliate of the Company or due to such Holder's inability to make
the representations referred to in the third to last paragraph of this Section
1) and have not been exchanged for Private Exchange Securities, (ii) were
received by the Holder thereof (other than a Participating Broker-Dealer) in the
Registered Exchange Offer but are not freely tradeable on the date of such
exchange (other than due to the status of such Holder as an affiliate of the
Company or due to such Holder's inability to make the representations referred
to in the third to last paragraph of this Section 1), (iii) are Private Exchange
Securities, or (iv) are Exchange Securities held by Participating
Broker-Dealers, and the Company shall have no further obligation to register
securities (other than those securities referred to in clauses (i), (ii) or
(iii) above) pursuant to Section 2 of this Agreement.

         If, upon consummation of the Registered Exchange Offer, any Initial
Purchaser holds Initial Securities acquired by it as part of its initial
distribution, the Company, simultaneously with the delivery of the Exchange
Securities pursuant to the Registered Exchange Offer, shall issue and deliver to
such Initial Purchaser upon the written request of such Initial Purchaser, in
exchange (the "Private Exchange") for the Initial Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Company
issued under the Indenture and identical in all material respects (excluding
provisions relating to the matters described in Section 6 hereof) to the Initial
Securities (the "Private Exchange Securities"). The Initial Securities, the
Exchange Securities and the Private Exchange Securities are herein collectively
called the "Securities."

         In connection with the Registered Exchange Offer, the Company shall:

               (a)  mail to each Holder a copy of the prospectus forming part of
         the Exchange Offer Registration Statement, together with an appropriate
         letter of transmittal and related documents;



                                       -4-

               (b)  keep the Registered Exchange Offer open for not less than 20
         business days (or longer if required by applicable law) after the date
         notice thereof is mailed to the Holders;

               (c)  utilize the services of a depositary for the Registered
         Exchange Offer with an address in the Borough of Manhattan, The City of
         New York, which may be the Trustee or an affiliate of the Trustee;

               (d)  permit Holders to withdraw tendered Securities at any time
         prior to the close of business, New York time, on the last business day
         on which the Registered Exchange Offer shall remain open; and

               (e)  otherwise comply in all material respects with all
         applicable securities laws.

         As soon as practicable after the close of the Registered Exchange Offer
or the Private Exchange, as the case may be, the Company shall:

               (x)  accept for exchange all the Securities validly tendered and
         not withdrawn pursuant to the Registered Exchange Offer and the Private
         Exchange;

               (y)  deliver to the Trustee for cancellation all the Initial
         Securities so accepted for exchange; and

               (z)  use its reasonable best efforts to cause the Trustee to
         authenticate and deliver promptly to each Holder of the Initial
         Securities, Exchange Securities or Private Exchange Securities, as the
         case may be, equal in principal amount to the Initial Securities of
         such Holder so accepted for exchange.

         The Indenture will provide that the Exchange Securities will not be
subject to the transfer restrictions set forth in the Indenture and that all the
Securities will vote and consent together on all matters as one class and that
none of the Securities will have the right to vote or consent as a class
separate from one another on any matter.

         Interest on each Exchange Security and Private Exchange Security issued
pursuant to the Registered Exchange Offer and in the Private Exchange will
accrue from the last interest payment date on which interest was paid or duly
provided for in accordance with the Indenture on the Initial Securities
surrendered in exchange therefor or, if no interest has been paid on the Initial
Securities, from the date of original issue of the Initial Securities; provided
that if the Initial Security is surrendered for exchange on a date that is after
the record date for an interest payment that will occur on or after the date of
such exchange and as to which interest will be paid, interest on the Exchange
Security received in exchange therefor shall accrue from the date of such
interest payment date.

         Each Holder participating in the Registered Exchange Offer shall be
required to represent to the Company that at the time of the consummation of the
Registered Exchange Offer (i) any Exchange Securities received by such Holder
will be acquired in the ordinary course of business, (ii) such Holder will have
no arrangements or understanding with any person to participate in the
distribution of the Securities or the Exchange Securities within the meaning of
the Securities Act, (iii) such Holder



                                       -5-

is not an "affiliate," as defined in Rule 405 of the Securities Act, of the
Company or if it is an affiliate, such Holder will comply with the registration
and prospectus delivery requirements of the Securities Act to the extent
applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged
in, and does not intend to engage in, the distribution of the Exchange
Securities, (v) if such Holder is a broker-dealer, that it will receive Exchange
Securities for its own account in exchange for Initial Securities that were
acquired as a result of market-making activities or other trading activities and
that it will be required to acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities and (vi) such Holder is
not acting on behalf of any person who could not truthfully make the foregoing
representations.

         Notwithstanding any other provisions hereof, the Company will use its
reasonable best efforts to ensure that (i) any Exchange Offer Registration
Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies in all material respects with the Securities Act
and the rules and regulations thereunder, (ii) any Exchange Offer Registration
Statement and any amendment thereto does not, when it becomes effective, contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
and (iii) any prospectus forming part of any Exchange Offer Registration
Statement, and any supplement to such prospectus, does not include an untrue
statement of a material fact or omit to state 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.

         If following the date hereof there has been announced a change in
Commission policy with respect to exchange offers that in the reasonable opinion
of counsel to the Company raises a substantial question as to whether the
Registered Exchange Offer is permitted by applicable federal law, the Company
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The Company
will pursue the issuance of such a decision to the Commission staff level. In
connection with the foregoing, the Company will take all such other actions as
may be reasonably requested by the Commission or otherwise reasonably required
in connection with the issuance of such decision, including without limitation
(i) participating in telephonic conferences with the Commission, (ii) delivering
to the Commission staff an analysis prepared by counsel to the Company setting
forth the legal bases, if any, upon which such counsel has concluded that the
Registered Exchange Offer should be permitted and (iii) diligently pursuing a
resolution (which need not be favorable) by the Commission staff.

         2.    Shelf Registration. If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated on or
before the 180th day after the Closing Date, (iii) any Initial Purchaser so
requests with respect to the Initial Securities (or the Private Exchange
Securities) not eligible to be exchanged for Exchange Securities in the
Registered Exchange Offer and held by it following consummation of the
Registered Exchange Offer or (iv) any Holder (other than an Initial Purchaser)
shall be, and shall notify the Company that such Holder is, prohibited by law or
Commission policy from participating in the Registered Exchange Offer or such
Holder may not resell the Exchange Securities acquired in the Registered
Exchange Offer to the public without delivering a prospectus and the prospectus
contained in the Exchange Offer Registration Statement is not available for such
resales by such Holder (other



                                       -6-

than (x) due solely to the status of such Holder as an affiliate of the Company
within the meaning of the Securities Act or (y) due to such Holder's inability
to make the representations set forth above) and any such Holder so requests,
the Company shall take the following actions (the date on which any of the
conditions described in the foregoing clauses (i) through (iv) occur, including
in the case of clauses (iii) or (iv) the receipt of the required notice, being a
"Trigger Date"):

               (a)  The Company shall use its reasonable best efforts to, as
         promptly as reasonably practicable, file with the Commission and
         thereafter use its reasonable best efforts to cause to be declared
         effective a registration statement (the "Shelf Registration Statement"
         and, together with the Exchange Offer Registration Statement, a
         "Registration Statement") on an appropriate form under the Securities
         Act relating to the offer and sale of the Transfer Restricted
         Securities by the Holders thereof from time to time in accordance with
         the methods of distribution set forth in the Shelf Registration
         Statement and Rule 415 under the Securities Act (hereinafter, the
         "Shelf Registration"); provided, however, that no Holder (other than an
         Initial Purchaser) shall be entitled to have the Securities held by it
         covered by such Shelf Registration Statement unless such Holder agrees
         in writing to be bound by all the provisions of this Agreement
         applicable to such Holder.

               (b)  The Company shall use its reasonable best efforts to keep
         the Shelf Registration Statement continuously effective in order to
         permit the prospectus included therein to be lawfully delivered by the
         Holders of the relevant Securities, for a period (the "Shelf
         Registration Period") of two years (one year in the case of any Shelf
         Registration Statement requested by an Initial Purchaser) from the
         Closing Date (or for such longer period if extended pursuant to Section
         3(j) below) or such shorter period that will terminate when all the
         Securities covered by the Shelf Registration Statement (i) have been
         sold pursuant thereto or (ii) are no longer restricted securities (as
         defined in Rule 144 under the Securities Act, or any successor rule
         thereof (on the express assumption that no Holder at such date or
         within the 90-day period preceding such date was an affiliate of the
         Company)). The Company shall be deemed not to have used its reasonable
         best efforts to keep the Shelf Registration Statement effective during
         the requisite period if it voluntarily takes any action that would
         result in Holders of Securities covered thereby not being able to offer
         and sell such Securities during that period, unless (i) such action is
         required by applicable law, (ii) such action is taken by the Company in
         good faith and for valid business reasons (not including avoidance of
         the Company's obligations hereunder), including the acquisition or
         divestiture of assets, so long as the Company promptly thereafter
         complies with the requirements of Section 3(j) hereof, if applicable or
         (iii) with respect to a Shelf Registration Statement required to be
         filed due to a failure to consummate the Registered Exchange Offer
         within the required time period, such action occurs following the
         consummation of the Registered Exchange Offer.

               (c)  Notwithstanding any other provisions of this Agreement to
         the contrary, the Company shall use its reasonable best efforts to
         cause the Shelf Registration Statement and the related prospectus and
         any amendment or supplement thereto, as of the effective date of the
         Shelf Registration Statement, amendment or supplement, (i) to comply in
         all material respects with the applicable requirements of the
         Securities Act and the rules and regulations of the Commission and (ii)
         not to contain any untrue statement of a material fact or omit to state



                                       -7-

         a material fact required to be stated therein or necessary in order to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading (in any such case, other than with
         respect to information included therein in reliance upon or in
         conformity with written information furnished to the Company by or on
         behalf of any Holder specifically for use therein).

         3.    Registration Procedures. In connection with any Shelf
Registration contemplated by Section 2 hereof and, to the extent applicable, any
Registered Exchange Offer contemplated by Section 1 hereof, the following
provisions shall apply:

               (a)  The Company shall (i) furnish to each Initial Purchaser,
         prior to the filing thereof with the Commission, a copy of the
         Registration Statement and each amendment thereof and each supplement,
         if any, to the prospectus included therein and, in the event that an
         Initial Purchaser (with respect to any portion of an unsold allotment
         from the original offering) is participating in the Registered Exchange
         Offer or the Shelf Registration Statement, the Company shall use its
         reasonable best efforts to reflect in each such document, when so filed
         with the Commission, such comments as such Initial Purchaser reasonably
         may propose; (ii) if applicable, include information substantially to
         the effect as set forth in Annex A hereto, Annex B hereto and Annex C
         hereto in the appropriate sections of the prospectus forming a part of
         the Exchange Offer Registration Statement and include information
         substantially to the effect as set forth in Annex D hereto in the
         Letter of Transmittal delivered pursuant to the Registered Exchange
         Offer; (iii) if requested by an Initial Purchaser, include the
         information required by Items 507 or 508 of Regulation S-K under the
         Securities Act, as applicable, in the prospectus forming a part of the
         Exchange Offer Registration Statement; (iv) include within the
         prospectus contained in the Exchange Offer Registration Statement, in a
         section entitled "Plan of Distribution" or other appropriate heading, a
         summary statement reasonably acceptable to the Initial Purchasers, of
         the positions taken or policies made by the staff of the Commission
         with respect to the potential "underwriter" status of any broker-dealer
         that is the beneficial owner (as defined in Rule 13d-3 under the
         Securities Exchange Act of 1934, as amended (the "Exchange Act")) of
         Exchange Securities received by such broker-dealer in the Registered
         Exchange Offer (a "Participating Broker-Dealer"); and (v) in the case
         of a Shelf Registration Statement, include the names of the Holders who
         propose to sell Securities pursuant to the Shelf Registration Statement
         as selling securityholders (the "Selling Holders").

               (b)  The Company shall give written notice to the Initial
         Purchasers, the Holders of the Securities who propose to sell
         Securities pursuant to a Registration Statement (a "Participating
         Holder") and any Participating Broker-Dealer from whom the Company has
         received prior written notice that it will be a Participating
         Broker-Dealer in the Registered Exchange Offer (which notice pursuant
         to clauses (ii)-(v) hereof shall be accompanied (if applicable) by a
         written instruction to suspend the use of the relevant prospectus until
         the requisite changes have been made):

               (i)      when the applicable Registration Statement or any
               amendment thereto has been filed with the Commission and when the
               applicable Registration Statement or any post-effective amendment
               thereto has become effective;



                                       -8-

               (ii)    of any request by the Commission for amendments or
               supplements to the applicable Registration Statement or the
               prospectus included therein or for additional information;

               (iii)   of the issuance by the Commission of any stop order
               suspending the effectiveness of the Registration Statement or the
               initiation of any proceedings for that purpose;

               (iv)    of the receipt by the Company or its legal counsel of any
               notification with respect to the suspension of the qualification
               of the Securities for sale in any jurisdiction or the initiation
               or threatening of any proceeding for such purpose; and

               (v)     of the happening of any event that requires the Company
               to make changes in the applicable Registration Statement or the
               prospectus in order that the applicable Registration Statement
               (as of its effective date) or the prospectus do not contain an
               untrue statement of a material fact nor omit to state a material
               fact required to be stated therein or necessary to make the
               statements therein (in the case of the prospectus, in light of
               the circumstances under which they were made) not misleading.

               (c)  The Company shall make every reasonable effort to obtain the
         withdrawal at the earliest possible time, of any order suspending the
         effectiveness of the Registration Statement.

               (d)  The Company shall furnish to each Holder of Securities
         included within the coverage of the Shelf Registration, without charge,
         at least one copy of the Shelf Registration Statement and any
         post-effective amendment thereto, including financial statements and
         schedules, and, if the Holder so requests in writing, all exhibits
         thereto (including those, if any, incorporated by reference).

               (e)  The Company shall deliver to each Exchanging Dealer and each
         Initial Purchaser, and to any other Participating Holder who so
         requests, without charge, at least one copy of the Exchange Offer
         Registration Statement and any post-effective amendment thereto,
         including financial statements and schedules, and, if any Initial
         Purchaser or any such Holder requests, all exhibits thereto (including,
         if any, those incorporated by reference).

               (f)  The Company shall, during the Shelf Registration Period,
         deliver to each Selling Holder of Securities included within the
         coverage of the Shelf Registration Statement, without charge, as many
         copies of the prospectus (including each preliminary prospectus)
         included in the Shelf Registration Statement and any amendment or
         supplement thereto as such person may reasonably request. The Company
         consents, subject to the provisions of this Agreement, to the use of
         the prospectus or any amendment or supplement thereto by each of the
         Selling Holders in connection with the offering and sale of the
         Securities covered by the prospectus, or any amendment or supplement
         thereto, included in the Shelf Registration Statement.



                                       -9-

               (g)  The Company shall deliver to each Initial Purchaser, any
         Exchanging Dealer, any Participating Broker-Dealer and such other
         persons required to deliver a prospectus following the Registered
         Exchange Offer, without charge, as many copies of the final prospectus
         included in the Exchange Offer Registration Statement and any amendment
         or supplement thereto as such persons may reasonably request. The
         Company consents, subject to the provisions of this Agreement, to the
         use of the prospectus or any amendment or supplement thereto, during
         the 90 days following the consummation of the Registered Exchange
         Offer, by any Initial Purchaser, if necessary, any Participating
         Broker-Dealer and such other persons required to deliver a prospectus
         following the Registered Exchange Offer in connection with the offering
         and sale of the Exchange Securities covered by the prospectus, or any
         amendment or supplement thereto, included in such Exchange Offer
         Registration Statement.

               (h)  Prior to any public offering of the Securities pursuant to
         any Registration Statement the Company shall use its reasonable best
         efforts to register or qualify or cooperate with the Holders of the
         Securities included therein and their respective counsel in connection
         with the registration or qualification of the Securities for offer and
         sale under the securities or "blue sky" laws of such states of the
         United States as any Holder of the Securities reasonably requests in
         writing and do any and all other acts or things necessary or advisable
         to enable the offer and sale in such jurisdictions of the Securities
         covered by such Registration Statement; provided, however, that the
         Company shall not be required to (i) qualify generally to do business
         in any jurisdiction where it is not then so qualified or (ii) take any
         action which would subject it to general service of process or to
         taxation in any jurisdiction where it is not then so subject.

               (i)  The Company shall cooperate with the Participating Holders
         to facilitate the timely preparation and delivery of certificates
         representing the Securities to be sold pursuant to any Registration
         Statement free of any restrictive legends relating to transfer
         restrictions (and not required by stock exchange rule or depository
         rule or usage) and in such denominations and registered in such names
         as the Holders may reasonably request in writing a reasonable period of
         time prior to sales of the Securities pursuant to such Registration
         Statement.

               (j)  Upon the occurrence of any event contemplated by paragraphs
         (ii) through (v) of Section 3(b) above during the period for which the
         Company is required to maintain an effective Registration Statement,
         the Company shall use its reasonable best efforts, to promptly prepare
         and file a post-effective amendment to the Registration Statement or a
         supplement to the related prospectus and any other required document so
         that, as thereafter delivered to Holders of the Securities or
         purchasers of Securities, the prospectus will not contain an untrue
         statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading. If the Company notifies, as applicable, the Initial
         Purchasers, the Participating Holders and any known Participating
         Broker-Dealer in accordance with paragraphs (ii) through (v) of Section
         3(b) above to suspend the use of the prospectus until the requisite
         changes to the prospectus have been made, then, as applicable, the
         Initial Purchasers, the Holders of the Securities and any such
         Participating Broker-Dealers shall suspend use of such prospectus. The
         period of effectiveness of the Shelf Registration Statement provided
         for in



                                      -10-

         Section 2(b) above and the Exchange Offer Registration Statement
         provided for in Section 1, as applicable, above shall be extended by
         the number of days from and including the date of the giving of such
         notice to and including the date when the Company shall have mailed to,
         as applicable, the Initial Purchasers, the Holders of the Securities
         and any known Participating Broker-Dealer, as applicable, such amended
         or supplemented prospectus pursuant to this Section 3(j).

               (k)  Not later than the effective date of the applicable
         Registration Statement, the Company will provide a CUSIP number for the
         Initial Securities, the Exchange Securities or the Private Exchange
         Securities, as the case may be, and provide the applicable trustee with
         printed certificates for the Initial Securities, the Exchange
         Securities or the Private Exchange Securities, as the case may be, in a
         form eligible for deposit with The Depository Trust Company.

               (l)  The Company will make generally available to its
         securityholders (or otherwise provide in accordance with Section 11(a)
         of the Securities Act) an earnings statement satisfying the provisions
         of Section 11(a) of the Securities Act (which need not be audited), no
         later than 45 days after the end of a 12-month period (or 90 days, if
         such period is a fiscal year) beginning with the first month of the
         Company's first fiscal quarter commencing after the effective date of
         the Registration Statement, which statement shall cover such 12-month
         period.

               (m)  The Company shall use its reasonable best efforts to cause
         the Indenture to be qualified under the Trust Indenture Act of 1939, as
         amended, in a timely manner and containing such changes, if any, as
         shall be necessary for such qualification. In the event that such
         qualification would require the appointment of a new trustee under the
         Indenture, the Company shall use its reasonable best efforts to appoint
         a new trustee thereunder pursuant to the applicable provisions of the
         Indenture.

               (n)  The Company may require each Holder of Securities to be sold
         pursuant to the Shelf Registration Statement to furnish to the Company
         such information regarding the Holder and the distribution of the
         Securities as the Company may from time to time reasonably require for
         inclusion in the Shelf Registration Statement, and the Company may
         exclude from such registration the Securities of any Holder that
         unreasonably fails to furnish such information within a reasonable time
         after receiving such request.

               (o)  In the case of any Shelf Registration Statement, the Company
         shall enter into such customary agreements (including, if requested, an
         underwriting agreement in customary form) and use its reasonable best
         efforts to take all such other action, if any, as the Selling Holders
         of a majority in aggregate principal amount of the Securities being
         sold pursuant to the Shelf Registration Statement (the "Majority
         Selling Holders") or the Managing Underwriters, if any, shall
         reasonably request in order to facilitate the disposition of the
         Securities pursuant to such Shelf Registration Statement.



                                      -11-

               (p)  In the case of any Shelf Registration, the Company shall (i)
         make reasonably available for inspection by a representative (including
         one accounting firm and one other agent retained by the Majority
         Selling Holders) of, and Special Counsel (as defined below) acting for,
         the Majority Selling Holders and any underwriter participating in any
         disposition pursuant to the Shelf Registration Statement (such
         representative, Special Counsel and underwriter, collectively, the
         "Inspectors"), all relevant financial and other records, pertinent
         corporate documents and properties of the Company and (ii) use its
         reasonable best efforts to cause the Company's officers, directors,
         employees, accountants and auditors to supply all relevant information
         reasonably requested by such Inspectors in connection with the Shelf
         Registration Statement, in each case, as shall be reasonably necessary
         to enable such persons, to conduct a reasonable investigation within
         the meaning of Section 11 of the Securities Act; provided, however,
         that the foregoing inspection and information gathering shall be
         coordinated by the Inspectors. Each Inspector will be
         required to agree in writing, pursuant to a confidentiality agreement
         in form and substance reasonably satisfactory to the Company and such
         Inspector, that (i) information obtained by such Inspector as a result
         of such inspections shall be deemed and maintained as confidential and
         shall not be used by such Inspector as the basis for any market
         transactions in the securities of any of the Company and its
         subsidiaries unless and until such information is made generally
         available to the public (other than by or through any Inspector) and
         (ii) such Inspector will, upon learning that disclosure of such records
         is sought in a court of competent jurisdiction, give notice to the
         Company and allow the Company, at its expense, to undertake appropriate
         action to prevent disclosure of the records deemed confidential.

               (q)  In the case of any Shelf Registration, the Company, if
         requested by the Majority Selling Holders of Securities covered
         thereby, shall use its reasonable best efforts to cause (i) its counsel
         to deliver an opinion and updates thereof relating to the Securities in
         customary form and covering matters customarily covered in similar
         transactions addressed to the Selling Holders of Securities covered
         thereby and the managing underwriters, if any, thereof and dated, in
         the case of the initial opinion, the effective date of such Shelf
         Registration Statement; (ii) its officers to execute and deliver all
         customary documents and certificates and updates thereof reasonably
         requested by any underwriters of the applicable Securities and (iii)
         its independent public accountants to provide to the selling Holders of
         the applicable Securities and any underwriter therefor a comfort letter
         in customary form and covering matters of the type customarily covered
         in comfort letters in connection with primary underwritten offerings,
         subject to receipt of appropriate documentation as contemplated, and
         only if permitted, by Statement of Auditing Standards No. 72.

               (r)  If a Registered Exchange Offer or a Private Exchange is to
         be consummated, upon delivery of the Initial Securities by Holders to
         the Company (or to such other Person as directed by the Company) in
         exchange for the Exchange Securities or the Private Exchange
         Securities, as the case may be, the Company shall mark, or caused to be
         marked, on the Initial Securities so exchanged that such Initial
         Securities are being canceled in exchange for the Exchange Securities
         or the Private Exchange Securities, as the case may be; in no event
         shall the Initial Securities be marked as paid or otherwise satisfied.



                                      -12-

               (s)  In the event that any broker-dealer registered under the
         Exchange Act shall underwrite any Securities or participate as a member
         of an underwriting syndicate or selling group or "assist in the
         distribution" (within the meaning of the Conduct Rules (the "Rules") of
         the National Association of Securities Dealers, Inc. ("NASD")) thereof,
         whether as a Holder of such Securities or as an underwriter, a
         placement or sales agent or a broker or dealer in respect thereof, or
         otherwise, the Company will provide reasonable assistance to such
         broker-dealer in complying with the requirements of such Rules,
         including, without limitation, by (i) if such Rules, including Rule
         2720, shall so require, engaging a "qualified independent underwriter"
         (as defined in Rule 2720) reasonably acceptable to the Company to
         participate in the preparation of the Registration Statement relating
         to such Securities, to exercise usual standards of due diligence in
         respect thereto and, if any portion of the offering contemplated by
         such Registration Statement is an underwritten offering or is made
         through a placement or sales agent, to recommend the yield of such
         Securities, (ii) providing for indemnification for any such qualified
         independent underwriter as are customary for such transactions and
         (iii) providing such information to such broker-dealer as may be
         required in order for such broker-dealer to comply with the
         requirements of the Rules.

         4.    Registration Expenses. (a) All expenses incurred by the Company
incident to the Company's performance of and compliance with this Agreement will
be borne by the Company, regardless of whether a Registration Statement is ever
filed or becomes effective, including without limitation:

               (i)     all registration and filing fees and expenses;

               (ii)    all fees and expenses of compliance with federal
               securities and state "blue sky" or securities laws;

               (iii)   all expenses of printing (including printing certificates
               for the Securities to be issued in the Registered Exchange Offer
               and the Private Exchange and printing of Prospectuses), messenger
               and delivery services and telephone;

               (iv)    all fees and disbursements of counsel for the Company;

               (v)     all application and filing fees in connection with
               listing the Exchange Securities on a national securities exchange
               or automated quotation system pursuant to the requirements
               hereof, and

               (vi)    all fees and disbursements of independent certified
               public accountants of the Company (including the expenses of any
               special audit and comfort letters required by or incident to such
               performance).

The Company will bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or
accounting duties), the expenses of any annual audit and the fees and expenses
of any person, including special experts, retained by the Company.



                                      -13-

               (b)  In connection with any Shelf Registration Statement required
         by this Agreement, the Company will reimburse the Holders of Transfer
         Restricted Securities who are reselling Securities pursuant to the
         "Plan of Distribution" contained in the Shelf Registration Statement
         for the reasonable fees and disbursements of not more than one counsel
         ("Special Counsel") designated by the Holders of a majority in
         principal amount of the Transfer Restricted Securities for whose
         benefit such Registration Statement is being prepared. The Initial
         Purchasers shall bear any fees and expenses of their counsel incurred
         in connection with the Registered Exchange Offer.

         5.    Indemnification. (a) The Company agrees to indemnify and hold
harmless each Selling Holder (in the case of a Shelf Registration Statement),
any Participating Broker-Dealer (in the case of an Exchange Offer Registration
Statement) and, in each respective case, each person, if any, who controls such
Selling Holder or such Participating Broker-Dealer within the meaning of the
Securities Act or the Exchange Act (each Holder, any Participating Broker-Dealer
and such controlling persons are referred to collectively as the "Indemnified
Parties") from and against any losses, claims, damages or liabilities, joint or
several, or any actions in respect thereof (including, but not limited to, any
losses, claims, damages, liabilities or actions relating to purchases and sales
of the Securities) to which each Indemnified Party may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such losses, claims,
damages, liabilities or actions arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
applicable Registration Statement or prospectus forming part thereof or in any
amendment or supplement thereto or (in the case of a Shelf Registration
Statement) in any preliminary prospectus relating to a Shelf Registration, 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 to make the
statements therein, in light of the circumstances under which they were made,
not misleading, and shall reimburse, as incurred, the Indemnified Parties for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action in
respect thereof; provided, however, that (i) the Company shall not be liable in
any such case to the extent that such loss, claim, damage or liability arises
out of or is based upon any untrue statement or alleged untrue statement or
omission or alleged omission made in a Registration Statement or prospectus
forming part thereof or in any amendment or supplement thereto or in any
preliminary prospectus relating to a Shelf Registration in reliance upon and in
conformity with written information pertaining to such Holder and furnished to
the Company by or on behalf of such Holder specifically for inclusion therein
and (ii) with respect to any untrue statement or omission or alleged untrue
statement or omission made in any prospectus or any amendment or supplement
thereto or any preliminary prospectus relating to a Shelf Registration
Statement, the indemnity agreement contained in this subsection (a) shall not
inure to the benefit of any Holder or Participating Broker-Dealer from whom the
person asserting any such losses, claims, damages or liabilities purchased the
Securities concerned, to the extent that (x) a prospectus relating to such
Securities was required to be delivered by such Holder or Participating
Broker-Dealer under the Securities Act in connection with such purchase and any
such loss, claim, damage or liability of such Holder or Participating
Broker-Dealer results from the fact that there was not sent or given to such
person, at or prior to the written confirmation of the sale of such Securities
to such person, a copy of the final prospectus (in the case of any such
preliminary prospectus) or a prospectus amendment or supplement (in any other
case) if the Company had previously furnished copies thereof to such Holder or
Participating Broker-Dealer sufficient to allow for a timely distribution prior
to confirmation



                                      -14-

of the sale of such Securities to such person by such Holder or Participating
Broker-Dealer, and such untrue statement or omission or alleged untrue statement
or omission was corrected in such final prospectus or prospectus amendment or
supplement, or (y) at the time of such purchase such Holder or Participating
Broker Dealer had received timely written advice from the Company prior to such
purchase that the use of such prospectus, amendment, supplement or preliminary
prospectus was suspended as provided in Section 3(b); provided further, however,
that this indemnity agreement will be in addition to any liability which the
Company may otherwise have to such Indemnified Party. The Company shall also
indemnify underwriters, their officers and directors and each person who
controls such underwriters within the meaning of the Securities Act or the
Exchange Act to the same extent as provided above with respect to the
indemnification of the Holders of the Securities if requested by such Holders.

         (b)   Each Holder of the Securities, severally and not jointly, will
indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act from
and against any losses, claims, damages or liabilities or any actions in respect
thereof, to which the Company or any such controlling person may become subject
under the Securities Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a
Registration Statement or prospectus forming part thereof or in any amendment or
supplement thereto or in any preliminary prospectus relating to a Shelf
Registration, or arise out of or are based upon the omission or alleged omission
to state therein a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, but in
each case only to the extent that the untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information pertaining to such Holder and furnished to the Company by or
on behalf of such Holder specifically for inclusion therein; and, subject to the
limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company for any legal or other expenses reasonably incurred by the
Company or any such controlling person in connection with investigating or
defending any loss, claim, damage, liability or action in respect thereof. This
indemnity agreement will be in addition to any liability which such Holder may
otherwise have to the Company or any of its controlling persons.

         (c)   Promptly after receipt by an indemnified party under this Section
5 of notice of the commencement of any action or proceeding (including a
governmental investigation), such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party under this Section 5,
notify the indemnifying party of the commencement thereof; but the omission so
to notify the indemnifying party will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the
indemnification obligation provided in paragraph (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 5 for any legal or other expenses, other than reasonable costs of
investigation, subsequently incurred by such



                                      -15-

indemnified party in connection with the defense thereof. 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, in the case of an indemnified party that is an Initial
Purchaser or a person controlling an Initial Purchaser, could have been, a party
and indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on any claims that are the subject matter of such action, and does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.

         (d)   If the indemnification provided for in this Section 5 is
unavailable or insufficient to hold harmless an indemnified party under
subsections (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 (or actions in respect thereof) referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate to reflect
the relative benefits received by the indemnifying party or parties on the one
hand and the indemnified party on the other from the exchange of the Securities,
pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by
the foregoing clause (i) 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 indemnifying party or
parties on the one hand and the indemnified party on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities (or actions in respect thereof) as well as any other relevant
equitable considerations. The relative fault of the parties 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 on the one hand or
such Holder or such other indemnified party, as the case may be, on the other,
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such 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 any other provision of this
Section 5(d), the Holders of the Securities shall not be required to contribute
any amount in excess of the amount by which the net proceeds received by such
Holders from the sale of the Securities pursuant to a Registration Statement
exceeds the amount of damages which such Holders have otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. For purposes
of this paragraph (d), each person, if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the same
rights to contribution as such indemnified party and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act shall have the same rights to contribution as the Company.

         (e)   The agreements contained in this Section 5 shall survive the sale
of the Securities pursuant to a Registration Statement and shall remain in full
force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.



                                      -16-

         6.    Additional Interest Under Certain Circumstances. (a) Additional
interest (the "Additional Interest") with respect to the Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (vi) below being herein called a "Registration Default"):

               (i)     any Registration Statement required by this Agreement is
               not filed with the Commission on or prior to the Filing Deadline;

               (ii)    any Registration Statement required by this Agreement is
               not declared effective by the Commission on or prior to the
               Effectiveness Deadline;

               (iii)   the Registered Exchange Offer has not been consummated on
               or prior to the Consummation Deadline, including as a result of
               the Exchange Offer Registration Statement ceasing to be
               effective;

               (iv)    any Shelf Registration Statement is required to be filed
               under this Agreement, and after the Shelf Registration Statement
               is declared effective and during the period that the Company is
               required to use its reasonable best efforts to keep the Shelf
               Registration Statement effective as provided in Section 2(a),
               such Shelf Registration Statement thereafter ceases to be
               effective and such Shelf Registration Statement is not replaced
               within 30 days by an additional Shelf Registration Statement that
               is filed and declared effective;

               (v)     if obligated to file the Shelf Registration Statement,
               the Company fails to file the Shelf Registration Statement with
               the Commission on or prior to the 60th day after such filing
               obligations arises; or

               (vi)    if obligated to file the Shelf Registration Statement,
               the Shelf Registration Statement is not declared effective by the
               Commission on or prior to the 120th day after the obligation to
               file the Shelf Registration Statement arises.

Each of the foregoing will constitute a Registration Default whatever the reason
for any such event and whether it is voluntary or involuntary or is beyond the
control of the Company or pursuant to operation of law or as a result of any
action or inaction by the Commission.

         Additional Interest shall accrue on Securities that are Transfer
Restricted Securities over and above the interest set forth in the title of the
Securities from and including the date on which any such Registration Default
shall occur to but excluding the date on which all such Registration Defaults
have been cured, at a rate of 0.25% per annum (the "Additional Interest Rate")
for the first 90-day period immediately following the occurrence of such
Registration Default. The Additional Interest Rate shall increase by an
additional 0.25% per annum with respect to each subsequent 90-day period until
all Registration Defaults have been cured, up to a maximum Additional Interest
Rate of .50% per annum. The Additional Interest may not accrue on the Securities
under more than one of the foregoing clauses (i) through (vi) at any one time.
Following the cure of all Registration Defaults, the accrual of such Additional
Inderest will cease. Without limiting the foregoing, Additional Interest with



                                      -17-

respect to a failure to file, cause to become effective or maintain the
effectiveness of a Shelf Registration Statement shall cease to accrue upon the
consummation of the Registered Exchange Offer in the case of a Shelf
Registration Statement required to be filed due to a failure to consummate the
Registered Exchange Offer within the required time period.

         Notwithstanding anything to the contrary in this Section 6(a), the
Company shall not be required to pay Additional Interest to any Holder of
Transfer Restricted Securities if such Holder failed to comply with its
obligations to make the representations set forth in the third to last paragraph
of Section 1 or failed to provide the information required to be provided by it,
if any, pursuant to Section 3(n).

         (b)   A Registration Default referred to in Section 6(a)(iv) hereof
shall be deemed not to have occurred and be continuing in relation to a Shelf
Registration Statement or the related prospectus if (i) such Registration
Default has occurred solely as a result of (x) the filing of a post-effective
amendment to such Shelf Registration Statement to incorporate annual audited
financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit
Holders to use the related prospectus or (y) other material events, with respect
to the Company that would need to be described in such Shelf Registration
Statement or the related prospectus and (ii) in the case of clause (y), the
Company is proceeding promptly and in good faith to amend or supplement such
Shelf Registration Statement and related prospectus to describe such events;
provided, however, that in any case if such Registration Default occurs for a
continuous period in excess of 30 days, Additional Interest shall be payable in
accordance with the above paragraph from the day such Registration Default
occurs until such Registration Default is cured.

         (c)   Any amounts of Additional Interest due pursuant to clauses (i) -
(vi) of Section 6(a) will be payable in cash on the regular interest payment
dates with respect to Securities that are Transfer Restricted Securities. The
amount of Additional Interest will be determined by multiplying the applicable
Additional Interest Rate by the principal amount of the Securities and further
multiplied by a fraction, the numerator of which is the number of days such
Additional Interest Rate was applicable during such period (determined on the
basis of a 360-day year comprised of twelve 30-day months), and the denominator
of which is 360.

         (d)   "Transfer Restricted Securities" means each Security until (i)
the date on which such Security has been exchanged by a Holder for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) the date
on which such Security has been effectively registered under the Securities Act
and disposed of in accordance with the Shelf Registration Statement or (iii) the
date on which such Security is distributed to the public pursuant to Rule 144
under the Securities Act or is saleable pursuant to Rule 144(k) under the
Securities Act (or otherwise is eligible for resale pursuant to Rule 144 (or any
successor provision) under the Securities Act without volume restriction, if
any).

         7.    Rules 144 and 144A. So long as Transfer Restricted Securities
remain outstanding, the Company shall use its reasonable best efforts to file
the reports required to be filed by it under the Securities Act and the Exchange
Act in a timely manner and, if at any time the Company is not required to file
such reports, it will, upon the reasonable request of any Holder of Securities,
make publicly available other information so long as necessary to permit sales
of their securities pursuant to



                                      -18-

Rules 144 and 144A under the Securities Act. The Company covenants that it will
use its reasonable best efforts to take such further action as any Holder of
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including the requirements of Rule 144A(d)(4)). Upon the written request
of any Holder of Initial Securities, the Company shall deliver to such Holder a
written statement as to whether it has complied with such requirements.
Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

         8.    Underwritten Registrations. If any of the Transfer Restricted
Securities covered by any Shelf Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will administer the offering ("Managing Underwriters") will be selected by
the Holders of a majority in aggregate principal amount of such Transfer
Restricted Securities to be included in such offering, subject to the consent of
the Company (which shall not be unreasonably withheld or delayed), and such
Holders shall be responsible for all underwriting commissions and discounts in
connection therewith. No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's Transfer
Restricted Securities on the basis reasonably provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

         9.    Miscellaneous.

         (a)   Remedies. The Company acknowledges and agrees that any failure by
the Company to comply with its obligations under Sections 1 and 2 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Sections 1 and
2 hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

         (b)   No Inconsistent Agreements. The Company will not on or after the
date of this Agreement enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's securities under any
agreement in effect on the date hereof.

         (c)   Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, except by the Company and the written
consent of the Holders of a majority in principal amount of the Securities
affected by such amendment, modification, supplement, waiver or consents.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of the
Holders of Initial Securities, Exchange Securities



                                      -19-

or Private Exchange Securities whose Initial Securities, Exchange Securities or
Private Exchange Securities are being sold pursuant to a Registration Statement,
and that does not directly or indirectly affect the rights of other Holders, may
be given by Holders of a majority in aggregate principal amount of the Initial
Securities, Exchange Securities or Private Exchange Securities, as the case may
be, being sold by such Holders pursuant to such Registration Statement.

         (d)   Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, first-class mail,
facsimile transmission, or air courier which guarantees overnight delivery:

                    (1)    if to a Holder of the Securities, at the most current
               address given by such Holder to the Company.

                    (2)    if to the Initial Purchasers:

                           Credit Suisse First Boston Corporation
                           Eleven Madison Avenue
                           New York, NY  10010-3629
                           Fax No.: (212) 325-8278
                           Attention: Transactions Advisory Group

               with a copy to:

                           Cahill Gordon & Reindel
                           80 Pine Street
                           New York, New York 10005
                           Attention: William M. Hartnett, Esq.

                    (3)    if to the Company, at its address as follows:

                           Remington Arms Company, Inc.
                           870 Remington Drive
                           P.O. Box 700
                           Madison, North Carolina 27025-0700
                           Fax No.: (336) 548-8831
                           Attention: Chief Financial Officer

               with a copy to:

                           Debevoise & Plimpton
                           919 Third Avenue
                           New York, New York 10022
                           Fax No.: (212) 909-6836
                           Attention: David A. Brittenham, Esq.



                                      -20-

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; three business
days after being deposited in the mail, postage prepaid, if mailed; when receipt
is acknowledged by recipient's facsimile machine operator, if sent by facsimile
transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.

         (e)   Successors and Assigns. This Agreement shall be binding upon the
Company, each other party hereto and each Holder and its successors and assigns.
Each Holder by its acceptance of a Security, for itself and its successors and
assigns, agrees to be bound hereby.

         (f)   Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (g)   Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (h)   Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY
APPLICABLE BY STATUTE AND THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION
WOULD BE REQUIRED OR PERMITTED THEREBY.

         (i)   Severability. If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.

         (j)   Securities Held by the Company. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities is
required hereunder, Securities held by the Company or its affiliates (other than
subsequent Holders of Securities if such subsequent Holders are deemed to be
affiliates solely by reason of their holdings of such Securities) shall not be
counted in determining whether such consent or approval was given by the Holders
of such required percentage.

         (k)   Submission to Jurisdiction. Each party hereto submits to the
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.



                                      -S-1-

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the several Initial Purchasers and the Company 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



                                      -S-2-

The foregoing Registration Rights
Agreement is hereby confirmed and
accepted as of the date first above written.

CREDIT SUISSE FIRST BOSTON LLC
GOLDMAN, SACHS & CO.
WACHOVIA SECURITIES, INC.

By: CREDIT SUISSE FIRST BOSTON LLC

By:  /s/ Edward P. Garden
     ---------------------------------------
     Name:  Edward P. Garden
     Title: Managing Director

By: GOLDMAN, SACHS & CO.

By:  /s/ Goldman, Sachs & Co.
     ---------------------------------------
     (GOLDMAN, SACHS & CO.)

By: WACHOVIA SECURITIES, INC.

By:  /s/ Trip Morris
     ---------------------------------------
     Name:  Trip Morris
     Title: Vice President


                                                                         ANNEX A

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, for a period of 180 days after the Expiration Date (as defined herein), it
will make this Prospectus available to any broker-dealer for use in connection
with any such resale. See "Plan of Distribution."


                                                                         ANNEX B

         Each broker-dealer that receives Exchange Securities for its own
account in exchange for Initial Securities, where such Initial Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. See "Plan of
Distribution."



                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, for a period of 90 days after the Expiration Date, it will make
this prospectus, as amended or supplemented, available to any broker-dealer for
use in connection with any such resale. In addition, until       , 2003, all
dealers effecting transactions in the Exchange Securities may be required to
deliver a prospectus./(1)/

         The Company will not receive any proceeds from any sale of Exchange
Securities by broker-dealers. Exchange Securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer or the purchasers of any such Exchange
Securities. Any broker-dealer that resells Exchange Securities that were
received by it for its own account pursuant to the Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange Securities may be
deemed to be an "underwriter" within the meaning of the Securities Act and any
profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting
compensation under the Securities Act. The Letter of Transmittal states that, by
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.

         For a period of 90 days after the Expiration Date the Company will
promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer other than commissions or concessions of any
brokers or dealers and will indemnify the Holders of the Securities (including
any broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

- ----------
/1/      In addition, the legend required by Item 502(e) of Regulation S-K will
appear on the back cover page of the Exchange Offer prospectus



                                                                         ANNEX D

[  ]     CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
         COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
         THERETO.

               Name:    _________________________________

               Address: _________________________________

If the undersigned is not a broker-dealer, the undersigned represents that it is
not engaged in, and does not intend to engage in, a distribution of Exchange
Securities. If the undersigned is a broker-dealer, including a broker-dealer
that will receive Exchange Securities for its own account in exchange for
Initial Securities that were acquired as a result of market-making activities or
other trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Securities; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

EX-10.8

                                                                    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.

EX-10.9

                                                                    EXHIBIT 10.9

                                                                  CONFORMED COPY

================================================================================

                              INVESTMENT AGREEMENT

                                      among

                               RACI HOLDING, INC.

                                       and

                 THE CLAYTON AND DUBILIER PRIVATE EQUITY FUND IV
                               LIMITED PARTNERSHIP

                                       and

                   BRUCKMANN, ROSSER, SHERRILL & CO. II, L. P.

                          Dated as of December 19, 2002

================================================================================



                                                                  CONFORMED COPY

                                TABLE OF CONTENTS

                                                                     PAGE
                                                                     ----

ARTICLE I INVESTMENT ...................................................2

    1.1  Sale and Purchase of Shares....................................2
    1.2  Closing........................................................2

ARTICLE II REPRESENTATIONS AND WARRANTIES OF C&D FUND IV ...............3

    2.1  Organization...................................................3
    2.2  Authorizations, etc............................................3
    2.3  No Conflicts; Consents and Approvals, etc......................3

ARTICLE III REPRESENTATIONS AND WARRANTIES OF RACI .....................4

    3.1  Corporate Status and Authority.................................4
    3.2  No Conflicts; Consents and Approvals, etc......................5
    3.3  Capitalization.................................................5
    3.4  Title to Investor Shares.......................................6
    3.5  Material Subsidiaries..........................................6
    3.6  SEC Reports and Financial Statements...........................6
    3.7  Absence of Undisclosed Liabilities.............................7
    3.8  Real Property; Assets..........................................7
    3.9  Contracts......................................................8
    3.10 Employment Matters, etc........................................8
    3.11 Intellectual Property..........................................9
    3.12 Governmental Authorizations; Compliance with Law..............10
    3.13 Litigation....................................................10
    3.14 Taxes   ......................................................11
    3.15 Absence of Changes............................................11
    3.16 Environmental Matters.........................................12
    3.17 Affiliate Transactions........................................13
    3.18 Brokers.......................................................13

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE INVESTOR .............13

    4.1  Corporate Status and Authority................................13
    4.2  No Conflicts; Consents and Approvals, etc.....................14
    4.3  Financial Ability to Perform..................................14
    4.4  Litigation....................................................14
    4.5  Investment Intention..........................................14
    4.6  Ability to Bear Risk..........................................15
    4.7  Access to Information.........................................15

                                        i




                                                                  CONFORMED COPY

                                TABLE OF CONTENTS
                                   (continued)

                                                                     PAGE
                                                                     ----

    4.8  Brokers.......................................................15

ARTICLE V COVENANTS ...................................................15

    5.1  Satisfaction of Closing Conditions............................15
    5.2  Access and Information........................................16
    5.3  Publicity.....................................................16
    5.4  Conduct of Business, etc......................................16
    5.5  Certain Transactions..........................................17
    5.6  Compliance with Securities Laws...............................20
    5.7  Legends.......................................................20

ARTICLE VI CONDITIONS PRECEDENT .......................................22

    6.1  Conditions to Obligations of Both Parties.....................22
    6.2  Conditions to Obligations of RACI.............................22
    6.3  Conditions to Obligations of the Investor.....................23

ARTICLE VII DEFINITIONS ...............................................24

    7.1  Definition of Certain Terms...................................24

ARTICLE VIII GENERAL PROVISIONS .......................................29

    8.1  Non-survival of Representations, Warranties and Agreements....29
    8.2  Modification; Waiver..........................................30
    8.3  Entire Agreement..............................................30
    8.4  Certain Limitations...........................................30
    8.5  Termination...................................................30
    8.6  Fees and Expenses.............................................32
    8.7  Further Actions...............................................32
    8.8  Notices.......................................................32
    8.9  Assignment....................................................33
    8.10 No Third Party Beneficiaries..................................34
    8.11 Counterparts..................................................34
    8.12 Interpretation................................................34
    8.13 Governing Law.................................................34
    8.14 Consent to Jurisdiction, etc..................................34
    8.15 Specific Performance..........................................35
    8.16 Waiver of Punitive and Other Damages and Jury Trial...........35

                                       ii




                                                                  CONFORMED COPY

                              INVESTMENT AGREEMENT

         INVESTMENT AGREEMENT, dated as of December 19, 2002, among Bruckmann,
Rosser, Sherrill & Co. II, L. P., a Delaware limited partnership, (the
"Investor"), RACI Holding, Inc., a Delaware corporation ("RACI") and The Clayton
and Dubilier Private Equity Fund IV Limited Partnership ("C&D Fund IV").
Capitalized terms used in this Agreement have the meanings set forth in Article
VII.

         WHEREAS, C&D Fund IV owns 750,000 shares of Class A common stock, par
value $.01 per share, of RACI ("Common Stock"), representing approximately 87.1
% of the capital stock of RACI, on a fully-diluted basis, taking into account
all Options and Deferred Shares;

         WHEREAS, the Investor wishes to subscribe for and purchase from RACI
shares of Common Stock and RACI wishes to issue the Investor Shares to the
Investor, on the terms and conditions and for the consideration set forth in
this Agreement (the "Investment");

         WHEREAS, certain employees, members of management and directors of RACI
and its wholly-owned subsidiary, Remington Arms Company, Inc., a Delaware
corporation ("Remington", and together with RACI, the "Company") may wish to
subscribe for and purchase from RACI additional shares of Common Stock for an
aggregate purchase price of up to $6 million;

         WHEREAS, Remington proposes to refinance the indebtedness under (i) its
9.5% Senior Subordinated Notes due 2003, governed by the Indenture, dated
November 30, 1993 (the "Existing Indenture" and such indebtedness, the "Existing
High Yield Debt"), which will mature on December 1, 2003, and to issue new
senior notes in an aggregate amount equal to at least $175 million (the "New
High Yield Debt"), and (ii) its $170 million revolving credit facility (the
"Existing Credit Facility") made available under the Credit Agreement, dated
November 30, 1993 (the "Existing Credit Agreement"), and to enter into a new
senior secured credit agreement for an amount equal to at least $100 million
(the "New Credit Facility");

         WHEREAS, RACI wishes to (i) repurchase a portion of the outstanding
shares of Common Stock at a per share purchase price equal to the Purchase Share
Price (as defined below) in cash and the issuance of a senior note or notes, and
(ii) to cancel, redeem, repurchase or make a special payment in respect of all
or a portion of the vested Options and Deferred Shares on the terms and
conditions set forth in this Agreement;

         WHEREAS, C&D Fund IV wishes to sell a portion of its shares of Common
Stock to RACI; and



         WHEREAS, RACI, the Investor and C&D Fund IV propose to enter into a
shareholders agreement that will govern their relationship following the closing
of the Investment,

         NOW, THEREFORE, the parties agree as follows:

                                    ARTICLE I

                                   INVESTMENT

         1.1   Sale and Purchase of Shares.

         Subject to all of the terms and conditions of this Agreement and in
reliance upon the representations and warranties contained in this Agreement, at
the Closing provided for in Section 1.2, the Investor hereby subscribes for and
will purchase, and RACI will issue and sell to the Investor, 136,171 shares of
Common Stock (the "Investor Shares") for a cash purchase price at $220.31 per
share (the "Purchase Share Price") for an aggregate purchase price of
$29,999,833.00 (the "Aggregate Purchase Price"), which Investor Shares,
immediately following the Closing, will, after giving effect to the transactions
contemplated by this Agreement (including the Repurchase), represent no less
than 48% of the capital stock of RACI on a fully-diluted basis, taking into
account all Options, Deferred Shares and other securities but excluding (a) any
Options, Deferred Shares and other securities that may be granted or issued by
RACI's board of directors after the Closing in accordance with the Shareholders
Agreement and (b) Deferred Shares that may be granted pursuant to the Election
Forms with a fair market value (as defined in the Remington Stock Plans) on the
date the cash portion of the applicable employee's bonus is paid equal to an
aggregate amount of up to $788,640.00.

         1.2   Closing.

               (a)   The closing of the purchase and sale of the Investor Shares
contemplated by this Agreement (the "Closing") will take place at the offices of
Debevoise & Plimpton, 919 Third Avenue, New York, New York 10022 at 10:00 A.M.
New York City time on the third Business Day following the satisfaction or
waiver of the conditions set forth in Article VI or at such other place, time or
date as the parties may agree in writing (the "Closing Date").

               (b)   At the Closing:

               (i)   RACI will deliver to the Investor a stock certificate
         registered in the Investor's name and representing the Investor Shares,
         which certificate will bear the legends set forth in Section 5.7; and

                                        2



               (ii)  the Investor will deliver an amount equal to the Aggregate
         Purchase Price in immediately available funds by wire transfer to an
         account of RACI, which account will be designated in writing by RACI at
         least two Business Days prior to the Closing Date.

                                   ARTICLE II

                  REPRESENTATIONS AND WARRANTIES OF C&D FUND IV

         C&D Fund IV represents and warrants to the Investor as follows:

         2.1   Organization.

         C&D Fund IV has been duly organized and is an existing limited
partnership in good standing under the laws of the State of Connecticut.

         2.2   Authorizations, etc.

         C&D Fund IV has full right, power and authority to enter into this
Agreement and the other Transaction Agreements to which it is a party to perform
fully its obligations under this Agreement and the other Transaction Agreements
to which it is a party. This Agreement and the other Transaction Agreements to
which it is a party have been or will be at the Closing duly executed and
delivered by C&D Fund IV and constitute or will constitute the legal, valid and
binding obligations of C&D Fund IV enforceable against it in accordance with
their respective terms, except as limited by laws affecting the enforcement of
creditors' rights generally or by general equitable principles.

         2.3   No Conflicts; Consents and Approvals, etc.

               (a)   The execution, delivery and performance by C&D Fund IV of
this Agreement and the other Transaction Agreements to which it is a party and
the consummation of the transactions contemplated hereby and thereby, do not and
will not (with or without the giving of notice, the lapse of time, or both)
result in a violation or breach of, or require approval under (i) any Applicable
Law applicable to C&D Fund IV or any of the properties or assets of C&D Fund IV
or (ii) any Contract to which C&D Fund IV is a party or by which C&D Fund IV or
any of its properties or assets may be bound or affected, except in the case of
clause (ii) for such violations, breaches or approvals which would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect or materially impair the ability of C&D Fund IV to consummate the
transactions contemplated by this Agreement and for the Consent of the general
partner of C&D Fund IV, and the Consent of the limited partners of C&D Fund IV
in connection with the Additional Investment, to the extent required under the
terms of the C&D Fund IV Limited Partnership Agreement.

                                        3



               (b)   No Governmental Approval is required to be obtained by C&D
Fund IV in connection with the execution and delivery of this Agreement and the
other Transaction Agreements to which it is a party or the consummation of the
transactions contemplated hereby and thereby, except where the failure to do so
would not, individually or in the aggregate, reasonably be expected to have or
result in a Material Adverse Effect or materially impair the ability of C&D Fund
IV to consummate the transactions contemplated by this Agreement.

                                   ARTICLE III

                     REPRESENTATIONS AND WARRANTIES OF RACI

         Except as disclosed in the SEC Reports filed prior to the date of this
Agreement, RACI represents and warrants to the Investor as follows:

         3.1   Corporate Status and Authority.

               (a)   RACI. RACI is a corporation duly organized and validly
existing under the laws of the State of Delaware and has all requisite corporate
power and authority to own, lease and operate its properties and to carry on its
business as presently conducted. RACI is duly qualified and in good standing (if
applicable) as a foreign corporation duly authorized to do business in all
jurisdictions in which the failure to be so qualified would reasonably be
expected to have a Material Adverse Effect. The execution, delivery and
performance of this Agreement (other than the Repurchase) and the other
Transaction Agreements to which it is a party have been duly authorized by
RACI's board of directors, which constitutes all necessary corporate action on
the part of RACI for such authorization. This Agreement has been and the other
Transaction Agreements to which RACI is a party will have been duly executed and
delivered by RACI and constitutes or will constitute the valid and binding
obligation of RACI, enforceable against RACI in accordance with their respective
terms, except as limited by laws affecting the enforcement of creditors' rights
generally or by general equitable principles.

               (b)   Significant Subsidiaries. Each of the significant
subsidiaries (as defined in Rule 1-02 of Regulation S-X promulgated by the SEC
under the Securities Act) of RACI, including Remington (collectively, the
"Material Subsidiaries"), is a corporation, partnership or other legal entity
duly organized and validly existing and in good standing (if applicable) under
the laws of its jurisdiction of organization and has all requisite power and
authority to own, lease and operate its properties and to carry on its business
as presently conducted. Each Material Subsidiary is duly qualified and in good
standing (if applicable) as a foreign corporation duly authorized to do business
in all jurisdictions in which the failure to be so qualified would reasonably be
expected to have a Material Adverse Effect.

                                        4



         3.2   No Conflicts; Consents and Approvals, etc.

               (a)   The execution and delivery of this Agreement and the other
Transaction Agreements to which it is a party by RACI and the performance of its
obligations hereunder and thereunder will not result in (i) any violation of the
Organizational Documents of RACI or any of its Material Subsidiaries, (ii) any
breach or violation of or default under any Applicable Law applicable to RACI or
any Material Contract to which RACI or any of its Material Subsidiaries is a
party or by which any of them or their respective properties or assets are bound
or (iii) the creation or imposition of any Liens other than Liens created by or
resulting from the actions of the Investor or any of its Affiliates, except in
the case of clauses (ii) and (iii) for such breaches, violations or defaults and
such Liens which would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect, and for Consents required under the
Existing Credit Agreement and the Existing Indenture, which agreements will be
terminated at the Closing.

               (b)   No Governmental Approval is required to be obtained by RACI
or any of its Material Subsidiaries in connection with the execution and
delivery of this Agreement and the other Transaction Agreements to which it is a
party or the consummation of the transactions contemplated hereby except where
the failure to do so would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

         3.3   Capitalization.

               (a)   Capital Stock. The authorized capital stock of RACI
consists of (i) 1,250,000 shares of Common Stock, of which, as at the date of
this Agreement, 771,839 shares are issued and outstanding, and (ii) 1,250,000
shares of Class B Common Stock, par value $.01 per share, of which none are
issued and outstanding.

               (b)   Remington Stock Plans. There are 184,580 shares of Common
Stock reserved for issuance to certain employees, officers and directors of the
Company pursuant to the Amended and Restated RACI Holding, Inc. Stock Option
Plan (the "Option Plan"), the RACI Holding, Inc. 1994 Director Stock Plan (the
"1994 Director Stock Plan"), the RACI Holding, Inc. Stock Purchase Plan (the
"1994 Director Stock Purchase Plan"), the RACI Holding, Inc. Director Stock
Purchase Plan (the "1997 Director Stock Purchase Plan"), the RACI Holding, Inc.
Director Stock Option Plan (the "Director Stock Option Plan") and the RACI
Holding, Inc. Stock Incentive Plan (the "1999 Stock Incentive Plan", and
together with the Option Plan, the 1994 Director Stock Plan, the 1994 Director
Stock Purchase Plan, the 1997 Director Stock Option Plan, the "Remington Stock
Plans"). As at the date of this Agreement, there were grants for 24,191 deferred
shares of Common Stock made under the Remington Stock Plans (the

                                        5



"Deferred Shares"), and options to purchase 65,527 shares of Common Stock
outstanding under the Remington Stock Plans (the "Options").

               (c)   Agreements with Respect to Common Stock. There are no
phantom stock, profit participation or similar securities of RACI outstanding
and no preemptive or similar rights on the part of any holder of any class of
securities of RACI, other than such rights as may be set forth in the
Registration and Participation Agreement, as included in the Options and
Deferred Shares, or relating to normal cash bonuses under annual bonus plans.
Except for the Options, the Deferred Shares and the Election Forms, no options,
warrants, conversion or other rights, agreements, commitments, arrangements or
understandings of any kind obligating RACI, contingently or otherwise, to issue
or sell any shares of its capital stock of any class or any securities
convertible into or exchangeable for any such shares are outstanding, and no
authorization therefor has been given.

         3.4   Title to Investor Shares.

         The Investor Shares, when issued, delivered and paid for in accordance
with Section 1.2, will be duly and validly issued, fully paid and
non-assessable, and free and clear of any Liens other than the restrictions on
transfer set forth in this Agreement and the Shareholders Agreement.

         3.5   Material Subsidiaries.

         All of the issued and outstanding shares or other ownership interests
of each Material Subsidiary are owned directly or indirectly by RACI, free and
clear of all Liens except for Liens created or to be created under any of the
Financing Agreements, and have been duly authorized and validly issued and are
fully paid and non-assessable. There are no outstanding options, warrants,
conversion or other rights or agreements, commitments, arrangements or
understandings of any kind for the purchase or acquisition from, or the sale or
issuance by, RACI or any of its Material Subsidiaries of any shares of capital
stock of any of such Material Subsidiaries, and no authorization therefor has
been given.

         3.6   SEC Reports and Financial Statements.

               (a)   Since January 1, 2000, RACI has timely filed with the SEC
all forms and documents required to be filed by it pursuant to the Existing
Indenture under the Securities Act and the Exchange Act (collectively, the "SEC
Reports"). As of their respective dates, the SEC Reports (i) did not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading and (ii)
complied as to form in all material respects with the applicable

                                        6



requirements of the Exchange Act and the Securities Act, as applicable, and the
applicable rules and regulations of the SEC thereunder.

               (b)   The consolidated financial statements included in the SEC
Reports (including the September 2002 Balance Sheet) have been prepared in
accordance with U.S. GAAP applied on a consistent basis during the periods
involved (except as otherwise noted therein and except that the quarterly
financial statements are subject to year-end adjustment and do not contain all
footnote disclosures required by U.S. GAAP) and fairly present in all material
respects the consolidated financial position and the consolidated results of
operations and cash flows of RACI and its consolidated Subsidiaries as at the
dates thereof or for the periods presented therein.

         3.7   Absence of Undisclosed Liabilities.

         Except (i) as and to the extent reflected on and reserved against in
the September 2002 Balance Sheet, (ii) as disclosed in the SEC Reports filed
with the SEC and publicly available prior to the date of this Agreement and in
any amendments filed with respect thereto prior to the date of this Agreement
(the "Filed SEC Reports") or (iii) for liabilities or obligations incurred in
the ordinary course of business since September 30, 2002 that are not material
to the business conducted by RACI and its Subsidiaries and for borrowings made
in the ordinary course of business under the Existing Credit Agreement, RACI and
its Subsidiaries have not incurred any liabilities or obligations that would be
required to be reflected or reserved against in a consolidated balance sheet of
RACI and its consolidated Subsidiaries prepared in accordance with U.S. GAAP in
a manner consistent with the financial statements and balance sheets contained
in the Filed SEC Reports or reflected in the notes thereto.

         3.8   Real Property; Assets.

               (a)   RACI and its Subsidiaries have good and marketable title to
all material items of real property owned by RACI or its Subsidiaries (the
"Owned Real Property") and valid leasehold interests in all material items of
real property leased by RACI or its Subsidiaries (the "Leased Real Property"),
in each case free and clear of all Liens except for Permitted Liens.

               (b)   Each lease (including any option to purchase contained
therein) pursuant to which RACI or its Subsidiary leases any Leased Real
Property (the "Leases") is in full force and effect and, to the knowledge of
RACI, is enforceable against the landlord which is party thereto in accordance
with its terms. There exists no material default or event of default (or any
event that with notice or lapse of time or both would become a material default)
on the part of RACI or any of its Subsidiaries under any Leases. Neither RACI
nor any of its Subsidiaries has received any written notice of any

                                        7



default under any lease by which RACI or any of its Subsidiaries leases the
Leased Real Property nor any other written termination notice with respect
thereto.

               (c)   RACI and its Subsidiaries have legal and beneficial
ownership of all of their respective tangible personal property and assets
included in the September 2002 Balance Sheet, except for properties and assets
disposed of in the ordinary course of business since the date of the September
2002 Balance Sheet, in each case free and clear of all Liens, except for
Permitted Liens. Except as would not reasonably be expected to have a Material
Adverse Effect, RACI and its Subsidiaries own or have the right to use all of
the properties and assets necessary for the conduct of their business as
currently conducted. Each such tangible asset has been maintained in accordance
with normal industry practice, is in good operating condition and repair
(subject to normal wear and tear) and is suitable for the purpose for which it
is currently used.

         3.9   Contracts.

         Each material contract (as defined in Rule 601(10) of Regulation S-K
promulgated by the SEC under the Securities Act) of RACI and its Subsidiaries
(collectively, the "Material Contracts") is a valid and binding agreement of
RACI or one of its Subsidiaries and is in full force and effect. Neither RACI
nor any of its Subsidiaries nor, to the knowledge of RACI, any other Person is
in default under any Material Contract, except for such defaults which would
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

         3.10  Employment Matters, etc.

               (a)   ERISA. All Plans subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), currently maintained or contributed
to by RACI or any of its Subsidiaries (the "ERISA Plans") comply in all respects
with their terms and the requirements of ERISA and the Internal Revenue Code of
1986, as amended (the "Code"), except for any failures to comply that would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. No ERISA Plan (other than a multiemployer plan as defined in
Section 3(37) of ERISA) to which RACI or any member of the same controlled group
of corporations as RACI within the meaning of Section 4001(a)(3) of ERISA
contributes and that is subject to Part 3 of Subtitle B of Title I of ERISA has
incurred any "accumulated funding deficiency" within the meaning of Section 302
of ERISA or Section 412 of the Code; no material liability (other than for
annual premiums) to the Pension Benefit Guaranty Corporation has been incurred
by RACI or any of its Subsidiaries with respect to any such ERISA Plan; and to
the knowledge of RACI, no "reportable event," within the meaning of Section 4043
of ERISA, has occurred with respect to any ERISA Plan that is subject to Title
IV of ERISA that would reasonably be expected to result in the termination of
such ERISA Plan. None of RACI or any of its Subsidiaries has incurred any
liability for any tax or penalty

                                        8



imposed by Section 4975 of the Code or Section 502(i) of ERISA, except for any
liabilities that would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. No ERISA Plan is a multiemployer
plan, as defined in Section 3(37) of ERISA. There are no pending or, to the
knowledge of RACI, threatened claims by or on behalf of any of the ERISA Plans
or by any employee involving any such plan (other than routine claims for
benefits), except for any claims that would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. All
contributions required to have been made by RACI or any of its Subsidiaries to
any ERISA Plan or to any other employee benefit plan (within the meaning of
Section 3(3) of ERISA) under the terms of any such plan or pursuant to any
applicable collective bargaining agreement or Applicable Law (including ERISA
and the Code) have been timely made.

               (b)   Tax Qualification. Each ERISA Plan intended to be qualified
under Section 401(a) of the Code, has received a favorable determination letter
from the IRS as to its qualification under the Code, and, to knowledge of RACI,
nothing has occurred since the date of such determination letter that will
adversely affect such qualification.

               (c)   Triggering Events. Except as otherwise provided in this
Agreement, neither the execution of this Agreement nor the consummation of the
transactions described in this Agreement by themselves will require a payment,
or cause acceleration of vesting of a right to payment, under any Material
Contract within the meaning of Rule 601(10)(iii) of Regulation S-K promulgated
by the SEC under the Securities Act. The consummation of the transactions
contemplated by this Agreement will not (either alone or upon the occurrence of
additional acts or events) result in any payment under any Plan or employment
agreement that would constitute an "excess parachute payment" for purposes of
Section 280G or 4999 of the Code.

         3.11  Intellectual Property.

               (a)   Except as would not individually or in the aggregate
reasonably be expected to have a Material Adverse Effect, RACI or a Subsidiary
owns (the "Owned Intellectual Property"), free and clear of all Liens except for
Permitted Liens, or is licensed to use all trademarks, trade names, service
marks, copyrights and patents that are registered or subject to an application
for registration (collectively, "Intellectual Property") and necessary for the
conduct of the business of RACI or any of its Subsidiaries. RACI and its
Subsidiaries have taken commercially reasonable steps in accordance with normal
industry practice to protect and maintain in force the Owned Intellectual
Property and to protect the confidentiality of trade secrets used in the
operation of the business. To RACI's knowledge, except for infringements,
claims, demands, proceedings and defects in rights that would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect,
(x) the use of the

                                        9



Owned Intellectual Property by RACI and its Subsidiaries as currently used does
not infringe on the Intellectual Property rights of any Person and (y) there is
no claim or demand of any Person or entity pertaining to, or any proceeding that
is pending or threatened that challenges the rights of RACI or any of its
Subsidiaries in respect of, any Owned Intellectual Property.

               (b)   Neither RACI nor any of its Subsidiaries, nor, to RACI's
knowledge, any other party thereto, is in default under any material written
licenses to Intellectual Property or trade secrets (other than licenses for
"off-the-shelf" software) to which RACI or any of its Subsidiaries is a party,
pursuant to which (x) RACI or such Subsidiary permits any Person to use any of
the Owned Intellectual Property or trade secrets owned by RACI or such
Subsidiary, or (y) any Person permits RACI or such Subsidiary to use any
Intellectual Property or trade secrets not owned by RACI or such Subsidiary that
are necessary for the conduct of the business of RACI or any of its Subsidiaries
as currently conducted (collectively, the "Licenses"). Each License is in full
force and effect as to RACI or any Subsidiary party thereto and, to RACI's
knowledge, as to each other party thereto, except for such defaults and failures
to be so in full force and effect as would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.

         3.12  Governmental Authorizations; Compliance with Law.

         All of the licenses, permits and other governmental authorizations
necessary to conduct the business of RACI and its Subsidiaries as presently
conducted have been duly obtained, are held by RACI or its Subsidiaries and are
in full force and effect, except in each case where such a failure would not
reasonably be expected to have a Material Adverse Effect. None of RACI or any of
its Subsidiaries has received any written notice of any violation of any law,
statute, rule, regulation, judgment, order, decree, permit, concession,
franchise or other governmental authorization or approval applicable to it or to
any of its properties, except for violations which would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect. This
Section 3.12 does not relate to employee benefits matters which are instead the
subject of Section 3.10, tax matters which are instead the subject of Section
3.14 or environmental matters which are instead the subject of Section 3.16.

         3.13  Litigation.

         There are no judicial or administrative actions, proceedings or
investigations pending or, to the knowledge of RACI, threatened which (a)
individually or in the aggregate, have a reasonable likelihood of being
determined in a manner that would reasonably be expected to have a Material
Adverse Effect or (b) question the validity of this Agreement or any action
taken or to be taken by RACI or any of its Subsidiaries in connection with this
Agreement.

                                       10



         3.14  Taxes.

               (a)   Except as reflected or reserved against in the financial
statements included in the SEC Reports, (i) each Tax Return required to have
been filed by RACI or any of its Subsidiaries has been filed and is correct and
complete in all respects, (ii) all amounts shown as due on such Tax Returns have
been paid, and (iii) all employment and withholding Taxes required to be paid or
withheld by or on behalf of RACI or any of its Subsidiaries have been paid or
properly set aside in accounts for such purpose, except, in each case, for any
failure to file, be correct and complete, withhold, set aside or pay that,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect. As of the date of this Agreement, there are not pending
any audits, examinations, investigations or other proceedings in respect of
Taxes payable by RACI or any of its Subsidiaries, which if determined in a
manner adverse to RACI would reasonably be expected to have a Material Adverse
Effect. "Taxes" means all U.S. or non-U.S. federal, national, state or local
taxes, assessments, levies or other governmental charges in the nature of taxes,
including all income, franchise, withholding, unemployment insurance, social
security, sales, use, excise, real and personal property, stamp, transfer, VAT
and workers' compensation taxes, together with all interest, penalties and
additions payable with respect thereto. "Tax Return" means all returns and
reports required to be supplied to a taxing authority relating to Taxes.

               (b)   Except as would not reasonably be expected to have a
Material Adverse Effect, (i) none of RACI or any of its Subsidiaries is a
beneficiary of an extension of time within which to file any Tax Return that has
not yet been filed, (ii) none of RACI or any of its Subsidiaries has entered
into an agreement or waiver extending any statute of limitations relating to the
payment or collection of any material Taxes, (iii) no written claim has been
made by a taxing authority in a jurisdiction where any of RACI or its
Subsidiaries has not filed Tax Returns that such entity is subject to Tax by
that jurisdiction, (iv) there are no security interests or liens on any of the
assets of any of RACI or its Subsidiaries that arose in connection with any
failure (or alleged failure) to pay any Tax (other than inchoate liens for Taxes
not yet due), and (v) none of RACI or any of its Subsidiaries has made any
adjustments under Section 481 of the Code or similar adjustment under state or
local income Tax law that would give rise to Tax liability following the Closing
Date.

         3.15  Absence of Changes.

         Since September 30, 2002, other than in connection with the
transactions contemplated by this Agreement:

               (a)   RACI and its Subsidiaries have conducted their business in
the ordinary course in substantially the same manner in which it has been
previously conducted;

                                       11



               (b)   there has been no change in such business which
individually or in the aggregate would reasonably be expected to have a Material
Adverse Effect;

               (c)   RACI has not declared, set aside or paid any dividend or
other distribution with respect to its capital stock or redeemed or repurchased
any of its capital stock, except for repurchases of shares of Common Stock,
Deferred Shares and cancellation of Options upon or following termination of
employment pursuant to the Management Agreements; and

               (d)   neither RACI nor its Subsidiaries have paid any fees to
their shareholders, directors or officers of RACI and its Subsidiaries or the
Affiliates of such Persons, except pursuant to the C&D Agreements, the
Management Agreements and remuneration and compensation to management
shareholders under customary employment arrangements in the ordinary course of
business, including director fees.

         3.16  Environmental Matters.

         Except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect:

               (a)   RACI and its Subsidiaries are in compliance with all
applicable Environmental Laws;

               (b)   RACI and its Subsidiaries have obtained, and are in
compliance with, all permits and authorizations required under applicable
Environmental Laws;

               (c)   neither RACI nor any of its Subsidiaries has received from
any Governmental Authority any written notice of violation, alleged violation,
non-compliance, liability or potential liability regarding compliance with
applicable Environmental Laws, other than matters that have been resolved or
that are no longer outstanding;

               (d)   no judicial proceeding or governmental or administrative
action is pending under any applicable Environmental Law pursuant to which RACI
or any of its Subsidiaries is named as a party;

               (e)   neither RACI nor any of its Subsidiaries has entered into
any agreement with any Governmental Authority pursuant to which RACI or any of
its Subsidiaries has any continuing obligations with respect to the remediation
of any condition resulting from the release or threatened release of Hazardous
Substances;

               (f)   to RACI's knowledge, neither RACI nor any of its
Subsidiaries has manufactured, treated, stored, disposed of, arranged for or
permitted the disposal of, transported, handled or released any Hazardous
Substance in a manner that currently

                                       12



gives rise to liabilities for environmental site investigation or cleanup, or
injuries to persons, property or natural resources under applicable
Environmental Laws; and

               (g)   to RACI's knowledge, there are no Hazardous Substances
present at any facility or property now owned, leased or operated by RACI or any
of its Subsidiaries that currently gives rise to liabilities for environmental
site investigation or clean-up, or injuries to persons, property or natural
resources, under applicable Environmental Laws.

         Notwithstanding any of the representations and warranties contained
elsewhere in this Agreement, environmental matters shall be governed exclusively
by this Section 3.16.

         3.17  Affiliate Transactions.

         Neither RACI nor any of its Subsidiaries is a party to any agreement
with any shareholder, director or officer of RACI or any of its Subsidiaries or
any Affiliate of such Persons, except for the C&D Agreements, the Management
Agreements and customary employment arrangements.

         3.18  Brokers.

         All negotiations relating to this Agreement and the transactions
contemplated hereby have been carried out without the intervention of any Person
acting on behalf of RACI in such manner as to give rise to any valid claim
against the Investor, C&D Fund IV, RACI or RACI's Subsidiaries for any brokerage
or finder's commission, fee or similar compensation, including under the C&D
Consulting Agreement.

                                   ARTICLE IV

                 REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

         The Investor represents and warrants to RACI as follows:

         4.1   Corporate Status and Authority.

         The Investor is a limited partnership duly organized, validly existing
and in good standing under the laws of the State of Delaware and has the power
and authority to execute and deliver this Agreement and the other Transaction
Agreements to which it is a party and perform its obligations hereunder and
thereunder. The execution, delivery and performance of this Agreement and the
other Transaction Agreements to which it is a party have been duly authorized by
all necessary corporate or partnership action on the part of the Investor for
such authorization. This Agreement has been and the other Transaction Agreements
will have been duly executed and delivered by the Investor and

                                       13



constitutes or will constitute the valid and binding obligation of the Investor,
enforceable against the Investor in accordance with its terms, except as limited
by laws affecting the enforcement of creditors' rights generally or by general
equitable principles.

         4.2   No Conflicts; Consents and Approvals, etc.

               (a)   The execution and delivery of this Agreement and the other
Transaction Agreements to which it is a party by the Investor and the
performance of its obligations hereunder and thereunder will not result in (i)
any violation of the Organizational Documents of the Investor, (ii) any breach
or violation of or default under any Applicable Law applicable to the Investor
or any Contract to which the Investor is a party or by which it or its
properties or assets are bound or (iii) the creation or imposition of any Liens,
except in the case of clauses (ii) and (iii) for such breaches, violations or
defaults and such Liens which would not, individually or in the aggregate,
reasonably be expected to materially impair the ability of the Investor to
consummate the transactions contemplated hereby.

               (b)   No Governmental Approval is required to be obtained by the
Investor in connection with the execution and delivery of this Agreement and the
other Transaction Agreements to which it is a party or the consummation of the
transactions contemplated hereby or thereby except where the failure to do so
would not, individually or in the aggregate, reasonably be expected to
materially impair the ability of the Investor to consummate the transactions
contemplated hereby or thereby.

         4.3   Financial Ability to Perform.

         The Investor has capital commitments in an amount in the aggregate
sufficient to consummate the transactions contemplated by this Agreement.

         4.4   Litigation.

         There are no judicial or administrative actions, proceedings or
investigations pending or, to the knowledge of the Investor, threatened which
question the validity of this Agreement or any action taken or to be taken by
the Investor in connection herewith.

         4.5   Investment Intention.

         The Investor is acquiring the Investor Shares solely for the Investor's
own account for investment and not with a view to or for sale in connection with
any distribution thereof.

                                       14



         4.6   Ability to Bear Risk.

               (a)   The Investor is an accredited investor, the financial
situation of the Investor is such that the Investor can afford to bear the
economic risk of holding the Investor Shares for an indefinite period, and the
Investor can afford to suffer the complete loss of the Investor's investment in
the Investor Shares.

               (b)   All information contained in any documents and any other
written materials concerning the status of the Investor furnished by the
Investor to RACI in connection with any requests by RACI to substantiate the
Investor's status as an accredited investor in connection with the issuance of
Investor Shares are true, complete and correct in all material respects.

         4.7   Access to Information.

         The Investor has been granted the opportunity to ask questions of, and
receive answers from, representatives of RACI concerning the terms and
conditions of the purchase of the Investor Shares and to obtain any additional
information that the Investor deems necessary to verify the accuracy of the
information contained in such materials, and the Investor's knowledge and
experience in financial and business matters is such that the Investor is
capable of evaluating the risks of an investment in the Investor Shares.

         4.8   Brokers.

         All negotiations relating to this Agreement and the transactions
contemplated by this Agreement have been carried out without the intervention of
any Person acting on behalf of the Investor in such manner as to give rise to
any valid claim against the Investor, RACI or C&D Fund IV for any brokerage or
finder's commission, fee or similar compensation.

                                    ARTICLE V

                                    COVENANTS

         5.1   Satisfaction of Closing Conditions.

         Each of the parties will use its commercially reasonable efforts to
bring about the satisfaction as promptly as practicable of all the conditions
contained in Article VI. Without limiting the generality of the foregoing, RACI
will apply for and diligently prosecute all applications for, and shall use its
best efforts promptly to obtain, such Consents and Governmental Approvals from
such third parties and Governmental Authorities as are necessary to permit the
consummation of the transactions contemplated by this Agreement.

                                       15



         5.2   Access and Information.

         RACI and each of its Subsidiaries will give the Investor and its
representatives reasonable access to the properties, books and records and key
personnel of RACI and its Subsidiaries and will furnish such information and
documents in its possession relating to RACI and its Subsidiaries as the
Investor may reasonably request, provided that the Investor will not be entitled
to any such access, information or documents for the purposes of conducting any
examination of the Company's products or other trade secrets without the prior
written consent of RACI. All such information and documents obtained by the
Investor shall be subject to the terms of the Confidentiality Agreement, dated
as of December 8, 2002 (the "Confidentiality Agreement"), between the Investor
and RACI.

         5.3   Publicity.

         The initial public announcement of the execution of this Agreement and
the transactions contemplated hereby will be subject to the approval of the
Investor, RACI and C&D Holding. No subsequent press release or public
announcement related to this Agreement, or the transactions contemplated hereby,
may be issued or made without the approval of RACI, the Investor and C&D Fund
IV, unless required by Applicable Law (in the reasonable opinion of counsel) in
which case the Investor, RACI or C&D Fund IV, as the case may be, will have the
right to review such press release or announcement prior to publication. None of
RACI and it Subsidiaries will use the name of the Investor in any press release
or other publicly disclosed document without the prior approval of the Investor,
unless required by Applicable Law (in the reasonable opinion of counsel) in
which case the Investor will have the right to review such document.

         5.4   Conduct of Business, etc.

         From the date of this Agreement until the Closing, except as provided
for in this Agreement (including Section 5.5) or as otherwise consented to by
the Investor in writing, such consent not to be unreasonably withheld:

               (a)   RACI will and will cause and each of its Subsidiaries to
conduct its business in the ordinary course in substantially the same manner in
which it previously has been conducted;

               (b)   RACI will not declare, set aside or pay any dividend or
other distribution with respect to its capital stock or redeem or repurchase any
of its capital stock, except for repurchases of shares of Common Stock, Deferred
Shares and Options upon or following termination of employment pursuant to the
Management Agreements;

               (c)   neither RACI nor any of its Subsidiaries will issue any
shares of any class of its capital stock or other ownership interest, any
securities convertible into or exchangeable for any such shares or interest or
any profit participation interest, other than

                                       16



upon exercise of any outstanding Options, in respect of outstanding Deferred
Shares, pursuant to the Election Forms or relating to normal cash bonuses under
annual bonus plans;

               (d)   neither RACI nor any of its Subsidiaries will pay, grant or
commit to grant any material increase in any remuneration of any shareholder,
director or member of senior management of the Company;

               (e)   neither RACI nor any of its Subsidiaries will enter into
any transactions with any shareholder, director or officer of RACI or any of its
Subsidiaries or any Affiliate of such Persons; and

               (f)   neither RACI nor any of its Subsidiaries will pay Clayton,
Dubilier & Rice, Inc. a deal fee or any other similar transaction fee under the
C&D Consulting Agreement in connection with the transactions contemplated by
this Agreement.

         5.5   Certain Transactions.

               (a)   Subject to the approval of the Repurchase by the board of
directors of RACI, RACI will offer to repurchase (the "Repurchase") such number
of outstanding shares of Common Stock at the Purchase Share Price such that
immediately following the Repurchase, after giving effect to the Investment and
the other transactions contemplated by this Agreement (including the Additional
Investment), the total issued and outstanding shares of Common Stock (assuming a
per share value equal to the Purchase Share Price) plus the initial aggregate
principal amount of all outstanding RACI B Senior Notes (as defined below) will
have an aggregate value of no greater than $62.5 million, and C&D Fund IV will
own no more than 49% of the issued and outstanding shares of Common Stock. The
consideration used to effect the Repurchase will consist of cash, senior notes
with an aggregate principal amount of up to $20 million, with terms no more
favorable to the holder than those set forth in Exhibit A-1 (each, a "RACI A
Senior Note"), and, if necessary, additional senior notes with terms no more
favorable to the holder than those set forth in Exhibit A-2 (each, a "RACI B
Senior Note"). RACI will effect the Repurchase through either a merger of a
newly formed corporation into RACI, with RACI as the surviving entity, or an
offer to repurchase shares of Common Stock by RACI. The Investor will take such
actions as RACI may reasonably request to effect the Repurchase by merger,
including making the Investment in a newly formed corporation to be merged into
RACI, provided that the organizational and other documents required to effect
the Repurchase and the Investment through a merger will be reasonably acceptable
to the Investor.

               (b)   In the event that RACI effects the Repurchase through an
offer to repurchase shares of Common Stock, C&D Fund IV will tender to such
offer such amount of shares of Common Stock and take such other actions as
reasonably necessary

                                       17



such that, following the consummation of the Repurchase and after giving effect
to the Investment, C&D Fund IV will own no more than 49% of the issued and
outstanding shares of Common Stock.

               (c)   RACI will offer (the "Offer") to repurchase from each
holder of Common Stock (other than C&D Fund IV) (each an "Other Shareholder") a
percentage of such Other Shareholder's shares of Common Stock equal to the
percentage of C&D Fund IV's shares of Common Stock that RACI will repurchase
from C&D Fund IV pursuant to this Section 5.5. Such repurchase from each Other
Shareholder will be on the same terms and at the Purchase Share Price and will
be paid either entirely in cash or in the same proportion of cash and notes as
the repurchase from C&D Fund IV, at the option of such Other Shareholder. In the
event any of the Other Shareholders elects to receive payments entirely in cash,
the principal amount of the RACI A Senior Note and RACI B Senior Note, if any,
to be issued to C&D Fund IV and the Other Shareholders electing to receive a
portion of their consideration in notes pursuant to the Repurchase will be
increased accordingly, and the cash consideration to be paid to C&D Fund IV and
such Other Shareholders will be decreased accordingly.

               (d)   If the consummation of the transactions contemplated hereby
results in a "change in control" as defined in the Remington Stock Plans,
immediately prior to the Closing, shares of Common Stock in respect of the
Deferred Shares will be distributed to each holder of Deferred Shares (each, a
"Deferred Shareholder"), such Deferred Shares will be extinguished and such
holders will be entitled to participate in the Offer, except to the extent that
such Deferred Shareholder gives written notice to RACI before December 31, 2002
of an election to continue to defer all or a portion of such Deferred Shares. In
the event a Deferred Shareholder elects to continue to defer all or a portion of
the Deferred Shares, the payments to such holder and reductions to his or her
Deferred Share account will be adjusted accordingly. Notwithstanding the
foregoing, if the consummation of the transactions contemplated hereby does not
result in a "change in control" as defined in the Remington Stock Plans, then
the shares of Common Stock in respect of the Deferred Shares will not be
distributed to the Deferred Shareholders and RACI will instead (A) pay to each
Deferred Shareholder an amount of cash equal to the product of (i) the number of
Deferred Shares held by such Deferred Shareholder multiplied by the percentage
of C&D Fund IV's shares of Common Stock that RACI will repurchase from C&D Fund
IV pursuant to Section 5.5(a) (the "Number") and (ii) the Purchase Share Price
and (B) adjust such Deferred Shareholder's Deferred Share account to reduce the
number of Deferred Shares held by such Deferred Shareholder by the Number,
unless such Deferred Shareholder gives written notice to RACI before December
31, 2002 of an election to continue to hold all or a portion of such Deferred
Shares, in which case the payments to such holder and reduction in his or her
Deferred Share account shall be adjusted accordingly.

                                       18



               (e)   If the consummation of the transactions contemplated hereby
results in a "change in control" as defined in the Remington Stock Plans,
immediately prior to the Closing, RACI will cancel all outstanding Options,
whether or not vested, in exchange for a cash payment equal to the excess, if
any, of (i) the Purchase Share Price over (ii) the exercise price of the Options
cancelled. Notwithstanding the foregoing, if the consummation of the
transactions contemplated hereby does not result in a "change in control" as
defined in the Remington Stock Plans, then the outstanding Options will not be
canceled in exchange for a cash payment and RACI will instead offer to make a
cash payment in cancellation of any vested Options in an amount equal to the
product of (x) the number of vested Options that such holder chooses to have
cancelled and (y) the excess of (A) the Purchase Share Price over (B) the
exercise price for the Options repurchased from such holder. Any vested Option
not surrendered for cancellation pursuant to the foregoing sentence will remain
outstanding in accordance with its terms.

               (f)   RACI may issue additional shares of Common Stock to certain
employees, managers and directors of the Company for an aggregate purchase price
of up to $6 million at a price per share equal to the Purchase Share Price (the
"Additional Investment").

               (g)   The parties intend that the Repurchase of C&D Fund IV's
Common Stock contemplated by this Agreement will be treated as "substantially
disproportionate" within the meaning of Section 302(b)(2) of the Code. The
parties agree to use reasonable best efforts to cause the Repurchase to be so
treated, including (in the case of the Investor) providing to C&D Fund IV such
information regarding its beneficial ownership and capital structure and such
assistance as may be reasonably requested in order to permit C&D Fund IV to
determine whether the Repurchase satisfies the requirements of Sections
302(b)(2) and 318 of the Code. C&D Fund IV agrees that it will not disclose any
information provided to it by the Investor pursuant to this Section 5.5(e)
without the consent of the Investor, other than (i) to C&D Fund IV's Affiliates
and their officers, directors, employees, agents and advisors, and then only on
a confidential basis or (ii) as requested or required by any taxing authority.

               (h)   Subject to the first sentence of Section 5.5(a), at the
closing of the Repurchase, the principal amount of the RACI Senior A Notes and
RACI Senior B Notes issued to, and the number of shares of Common Stock
repurchased from, C&D Fund IV (and, to the extent required by the Registration
and Participation Agreement, the Other Shareholders) shall, if necessary, be
adjusted upward so as to ensure that, after consummation of the transactions
contemplated hereby, C&D Fund IV will own no more than 49% of the outstanding
Common Stock (determined by taking into account the rules of Sections 302(c) and
318 of the Code).

                                       19



         5.6   Compliance with Securities Laws.

         The Investor acknowledges and agrees that:

               (a)   the Investor will not, directly or indirectly, offer,
transfer, sell, pledge, hypothecate or otherwise dispose of any of the Investor
Shares (or solicit any offers to buy, purchase or otherwise acquire or take a
pledge of any Investor Shares), except in compliance with the Securities Act,
and the rules and regulations of the SEC thereunder, and in compliance with the
Shareholders Agreement and applicable state and foreign securities or "blue sky"
laws;

               (b)   none of the Investor Shares may be transferred, sold,
pledged, hypothecated or otherwise disposed of (i) unless the provisions of this
Agreement and the Shareholders Agreement have been complied with or have
expired, (ii) unless (A) such disposition is pursuant to an effective
registration statement under the Securities Act, (B) the Investor delivers to
RACI an opinion of counsel, which opinion and counsel to be reasonably
satisfactory to RACI, to the effect that such disposition is exempt from the
provisions of Section 5 of the Securities Act or (C) a no-action letter from the
SEC, reasonably satisfactory to RACI, is obtained with respect to such
disposition, unless this clause (ii) is waived by RACI, and (iii) unless such
disposition is pursuant to registration under any applicable state securities
laws or an exemption therefrom; and

               (c)   if any of the Investor Shares are to be disposed of in
accordance with Rule 144, the Investor will transmit to RACI an executed copy of
Form 144 (if required by Rule 144) no later than the time such form is required
to be transmitted to the SEC for filing and such other documentation as RACI may
reasonably require to assure compliance with Rule 144 in connection with such
disposition.

         5.7   Legends.

         The Investor acknowledges that the certificate or certificates
representing the Investor Shares will bear an appropriate legend, which will
include, without limitation, the following language:

         "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TRANSFER
         RESTRICTIONS, HOLDBACK AND OTHER PROVISIONS OF AN INVESTMENT AGREEMENT,
         DATED AS OF DECEMBER 19, 2002, AS THE SAME MAY BE AMENDED OR
         SUPPLEMENTED FROM TIME TO TIME AND NEITHER THIS CERTIFICATE NOR THE
         SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE
         EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH INVESTMENT AGREEMENT,
         A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. THE
         SHARES

                                       20



         REPRESENTED BY THIS CERTIFICATE ARE ENTITLED TO CERTAIN OF THE
         BENEFITS OF AND ARE BOUND BY THE OBLIGATIONS SET FORTH IN AN AMENDED
         AND RESTATED REGISTRATION AND PARTICIPATION AGREEMENT, DATED AS OF
         FEBRUARY 12, 2003, AND A SHAREHOLDERS AGREEMENT, DATED AS OF FEBRUARY
         12, 2003, EACH AS AMENDED, AND ANY AMENDMENTS, SUPPLEMENTS OR
         MODIFICATIONS THERETO, AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF
         THE COMPANY, A COPY OF THE CURRENT FORMS OF WHICH IS ON FILE WITH THE
         SECRETARY OF THE COMPANY."

         "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE OR
         FOREIGN SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED,
         HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) (A) SUCH DISPOSITION
         IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT OF 1933, AS AMENDED, (B) THE HOLDER HEREOF SHALL HAVE DELIVERED TO
         THE COMPANY AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL SHALL BE
         REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH
         DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH ACT OR
         (C) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION,
         REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, SHALL HAVE BEEN
         OBTAINED WITH RESPECT TO SUCH DISPOSITION, UNLESS CLAUSE (i) IS WAIVED
         BY THE COMPANY, AND (ii) SUCH DISPOSITION IS PURSUANT TO REGISTRATION
         UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM."

         5.8   Registration; Restrictions on Sale upon Public Offering.

         The Investor will be entitled to the rights and subject to the
obligations created under the Registration and Participation Agreement to the
extent provided in the Registration and Participation Agreement, and the
Investor Shares will constitute "Registrable Securities" for the purposes of the
Registration and Participation Agreement.

                                       21



                                   ARTICLE VI

                              CONDITIONS PRECEDENT

         6.1   Conditions to Obligations of Both Parties.

         The obligations of RACI and the Investor to consummate the transactions
contemplated by this Agreement shall be subject to the fulfillment on or prior
to the Closing Date of the following conditions:

               (a)   No Injunction. There shall not be in effect any injunction
or other order issued by a court of competent jurisdiction restraining or
prohibiting the consummation of the transactions contemplated by this Agreement.

               (b)   Refinancing. Remington shall have refinanced (i) its
Existing High Yield Debt and obtained the cash proceeds of additional debt
financing through the issuance of the New High Yield Debt, substantially on the
terms and conditions described in the draft dated December 10, 2002 of the
"Description of Notes" to be included in the Offering Circular, a copy of which
draft has been provided to the Investor, and (ii) its Existing Credit Facility
with the cash proceeds of debt financing through the New Credit Facility,
substantially on the terms of the Term Sheet, dated December 9, 2002.

         6.2   Conditions to Obligations of RACI.

         The obligations of RACI to consummate the transactions contemplated by
this Agreement shall be subject to the fulfillment on or prior to the Closing
Date of the following additional conditions:

               (a)   Representations and Warranties of the Investor. The
representations and warranties of the Investor in Article IV shall be true and
correct in all material respects when made and at and as of the Closing with the
same effect as though made at and as of such time (except that those
representations and warranties which are made as of a specified date shall be
true and correct in all material respects only as of such date) with such
exceptions as would not, individually or in the aggregate, impair the ability of
the Investor to fulfill its obligations under this Agreement. The Investor shall
have duly performed and complied in all material respects with all agreements
contained herein required to be performed or complied with by it at or before
the Closing.

               (b)   Officer's Certificate. The Investor shall have delivered to
RACI a certificate, dated the Closing Date and signed by a senior executive
officer of the Investor, as to the fulfillment of the conditions set forth in
Section 6.2(a).

               (c)   Repurchase. The Repurchase shall have been consummated as
permitted under Section 5.5.

                                       22



               (d)   Shareholders Agreement. The Investor shall have entered
into the Shareholders Agreement on substantially the terms set forth in Exhibit
B and otherwise on terms reasonably satisfactory to RACI.

               (e)   Amended and Restated Registration and Participation
Agreement. The Investor shall have entered into the Amended and Restated
Registration and Participation agreement on substantially the terms set forth in
Exhibit B and otherwise on terms reasonably satisfactory to RACI.

         6.3   Conditions to Obligations of the Investor.

         The obligations of the Investor to consummate the transactions
contemplated by this Agreement shall be subject to the fulfillment on or prior
to the Closing Date of the following additional conditions:

               (a)   Representations and Warranties of C&D Fund IV. The
representations and warranties of C&D Fund IV in Article II shall be true and
correct in all material respects when made and at and as of the Closing with the
same effect as though made at and as of such time (except that those
representations and warranties which are made as of a specified date shall be
true and correct in all material respects only as of such date) with such
exceptions as would not, individually or in the aggregate, impair the ability of
C&D Fund IV to fulfill its obligations under this Agreement. C&D Fund IV shall
have duly performed and complied in all material respects with all agreements
contained herein required to be performed or complied with by C&D Fund IV at or
before the Closing.

               (b)   Representations and Warranties of RACI. The representations
and warranties of RACI in Article III shall be true and correct when made and at
and as of the Closing with the same effect as though made at and as of such time
(without regard to any materiality or Material Adverse Effect qualification
included in such representation or warranty and except that those
representations and warranties which are made as of a specified date shall be
true and correct only as of such date) with such exceptions as have not had and
would not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect. RACI shall have duly performed and complied in all
material respects with all agreements contained herein required to be performed
or complied with by it at or before the Closing.

               (c)   C&D Fund IV's Officer's Certificate. C&D Fund IV shall have
delivered to the Investor a certificate, dated the Closing Date and signed by an
officer of C&D Fund IV's general partner, as to the fulfillment of the
conditions set forth in Section 6.3(a).

                                       23



               (d)   RACI's Officer's Certificate. RACI shall have delivered to
the Investor a certificate, dated the Closing Date and signed by its President
or a Vice President, as to the fulfillment of the conditions set forth in
Section 6.3(b).

               (e)   Repurchase. The Repurchase shall have been consummated as
permitted under Section 5.5.

               (f)   Material Adverse Effect There shall not have occurred any
fact, event or circumstance that has had or would reasonably be expected to have
a Material Adverse Effect since the date of this Agreement

               (g)   Board of Directors. The number of members of the Boards of
Directors of RACI and Remington, effective as of the Closing Date, shall have
been increased to twelve and two new members nominated by the Investor shall
have been appointed as directors of such Boards of Directors.

               (h)   Shareholders Agreement. Each of RACI and C&D Fund IV shall
have entered into the Shareholders Agreement on substantially the terms set
forth in Exhibit B and otherwise on terms reasonably satisfactory to the
Investor.

               (i)   BRS Consulting Agreement. RACI shall have entered into the
BRS Consulting Agreement.

               (j)   BRS Indemnification Agreement. RACI shall have entered into
the BRS Indemnification Agreement.

               (k)   Amended and Restated Registration and Participation
Agreement. RACI and C&D Fund IV shall have entered into the Amended and Restated
Registration and Participation Agreement on substantially the terms set forth in
Exhibit B and otherwise on terms reasonably satisfactory to the Investor.

                                   ARTICLE VII

                                   DEFINITIONS

         7.1   Definition of Certain Terms.

         The terms defined in this Article VII, whenever used in this Agreement,
have the respective meanings indicated below for all purposes of this Agreement
(each such meaning to be equally applicable to the singular and the plural forms
of the respective terms so defined). All references in this Agreement to a
Section, Article or Schedule are to a Section, Article or Schedule of or to this
Agreement, unless otherwise indicated and the words "hereof" and "hereunder"
will be deemed to refer to this Agreement as a whole

                                       24



and not to any particular provision. The words "includes" and "including" will
be deemed to be followed by the words "without limitation" whenever used.

         "Additional Investment": as defined in Section 5.5(f).

         "Affiliate": any Person directly or indirectly controlling,controlled
by or under common control with any other Person.

         "Aggregate Purchase Price":  as defined in Section 1.1.

         "Amended and Restated Participation Agreement": an Amended and Restated
Participation Agreement, amending and restating the Registration and
Participation Agreement in its entirety, on substantially the terms set forth in
Exhibit B.

         "Applicable Laws": all applicable provisions of all (i) constitutions,
treaties, statutes, laws (including the common law), rules, regulations,
ordinances, codes or orders of any Governmental Authority, (ii) Governmental
Approvals and (iii) orders, decisions, injunctions, judgments, awards and
decrees of or agreements with any Governmental Authority.

         "Business Day":  a day other than a Saturday, Sunday or other day on
which commercial banks in The City of New York are authorized or required to
close.

         "BRS": Bruckmann, Rosser, Sherrill & Co., L.L.C.

         "BRS Consulting Agreement": a Consulting Agreement to be entered into
between RACI and BRS on substantially the same terms as the C&D Consulting
Agreement.

         "BRS Indemnification Agreement": an Indemnification Agreement to be
entered into between RACI and the Investor on substantially the same terms as
the C&D Consulting Agreement.

         "C&D Agreements": the Stock Subscription Agreement, dated as of
November 30, 1993, between RACI and C&D Fund IV, the C&D Consulting Agreement,
and the C&D Indemnification Agreement.

         "C&D Consulting Agreement": the Amended and Restated Consulting
Agreement, dated as of January 1, 2001, between RACI and Clayton, Dubilier &
Rice, Inc.

         "C&D Indemnification Agreement": the Indemnification Agreement, dated
as of November 30, 1993, between RACI and C&D Fund IV.

                                       25



         "Closing": as defined in Section 1.2.

         "Closing Date": as defined in Section 1.2.

         "Code": as defined in Section 3.10(a).

         "Common Stock": as defined in the Recitals.

         "Company": as defined in the Recitals.

         "Confidentiality Agreement": as defined in Section 5.2.

         "Consent": any consent, approval, authorization, waiver, permit, grant,
franchise, concession, agreement, license, certificate, exemption, order,
registration, declaration, filing, report or notice of, with or to any Person.

         "Contract": any agreement, contract, commitment, instrument,
undertaking or arrangement, whether written or oral.

         "Deferred Shares": as defined in Section 3.3(b).

         "Election Forms": elections made pursuant to the Remington Stock Plans
to receive a specified percentage of future bonuses in Deferred Shares.

         "Environmental Law": any foreign, federal, state, or local law,
statute, rule, regulation, ordinance, code, order or other binding requirement
of law relating to (i) the manufacture, transport, use, treatment, storage,
disposal or release of Hazardous Substances, or (ii) the protection of the
environment (including, without limitation, natural resources, air and surface
or subsurface land or waters).

         "ERISA": as defined in Section 3.10(a).

         "ERISA Plan": as defined in Section 3.10(a).

         "Exchange Act": the Securities Exchange Act of 1934, as amended.

         "Filed SEC Reports": as defined in Section 3.6.

         "Financing Agreements": the Existing Credit Agreement, the Credit
Agreement to be entered into by Remington on or prior to the Closing pursuant to
which the New Credit Facility will be made available, the Existing Indenture and
the Indenture to be entered into by Remington on or prior to the Closing which
will govern the New High Yield Debt.

                                       26



         "Governmental Approval": any Consent of, made with or obtained from,
any Governmental Authority.

         "Governmental Authority": any Federal, state, local or foreign court,
arbitrator or governmental agency, authority, instrumentality or regulatory
body, and any self-regulatory organization.

         "Hazardous Substance": any material or substance that is (a) listed,
classified or regulated as a "hazardous waste" or "hazardous substance" pursuant
to any applicable Environmental Law or (b) any petroleum product or by-product,
friable asbestos, radioactive materials, urea formaldehyde insulation or
polychlorinated biphenyls.

         "Intellectual Property": as defined in Section 3.11(a).

         "IRS": the U.S. Internal Revenue Service.

         "Investor": as defined in the preamble to this Agreement.

         "Investor Shares": as defined in Section 1.1.

         "Leased Real Property": as defined in Section 3.8.

         "Leases": as defined in Section 3.8.

         "Licenses": as defined in Section 3.11(b).

         "Liens": liens, charges, encumbrances, security interests, options or
rights or other claims of others of any character whatsoever with respect
thereto.

         "Management Agreements": collectively, the Stock Subscription
Agreements, Stock Option Agreements, Deferred Shares Award Agreements and
Election Forms that have been entered into from time to time among RACI and
certain employees, management and directors of the Company pursuant to the
Remington Stock Plans and the Registration and Participation Agreement.

         "Material Adverse Effect": any change or effect that is materially
adverse to the financial condition, business or results of operations of RACI
and its Subsidiaries taken as a whole.

         "Material Contracts": as defined in Section 3.9.

         "Material Subsidiaries": as defined in Section 3.1(b).

         "Number": as defined in Section 5.4(d).

                                       27



         "Options": as defined in Section 3.3(b).

         "Organizational Documents": as to any Person, if a corporation, its
articles or certificate of incorporation or memorandum and articles of
association and by-laws, or if a partnership, its partnership agreement.

         "Owned Intellectual Property": as defined in Section 3.11(a).

         "Owned Real Property": as defined in Section 3.8.

         "Permitted Liens": (i) Liens created or to be created under any of the
Financing Agreements, (ii) Liens for Taxes and other governmental charges and
assessments that are not yet due and payable or that are being contested in good
faith by appropriate proceedings, (iii) Liens of carriers, warehousemen,
mechanics and materialmen and other like Liens arising in the ordinary course of
business, (iv) easements, rights of way, title imperfections and restrictions,
zoning ordinances and other similar encumbrances affecting the real property,
(v) statutory Liens in favor of lessors arising in connection with any property
leased to RACI or its Subsidiaries, (vi) Liens reflected in the financial
statements included in the SEC Reports and (vii) any other Liens which do not
materially interfere with the current use of properties affected thereby.

         "Person": any natural person, firm, partnership, association,
corporation, company, trust, business trust, Governmental Authority or other
entity.

         "Plan": any profit sharing, pension, retirement, bonus, incentive
compensation, stock option, deferred compensation or other employee benefit
plan, agreement, contract or commitment maintained for the benefit of the
employees of the Company or its Subsidiaries.

         "RACI A Senior Note": as defined in Section 5.5(a).

         "RACI B Senior Note": as defined in Section 5.5(a).

         "Registration and Participation Agreement": the Registration and
Participation Agreement, dated as of November 30, 1993, between RACI and C&D
Fund IV, as amended from time to time.

         "Rule 144": Rule 144 promulgated under the Securities Act.

         "Purchase Share Price": as defined in Section 1.1.

         "Remington Stock Plans": as defined in Section 3.3(b).

         "Repurchase": as defined in Section 5.5(a).

                                       28



         "SEC": the U.S. Securities and Exchange Commission.

         "SEC Reports": as defined in Section 3.6.

         "Securities Act": the Securities Act of 1933, as amended.

         "September 2002 Balance Sheet": the unaudited consolidated balance
sheet of RACI and its consolidated Subsidiaries as of September 30, 2002.

         "Shareholders Agreement": a shareholders agreement among RACI, the
Investor and C&D Fund IV on substantially the terms set forth in Exhibit B.

         "Sellers": as defined in the preamble to this Agreement.

         "Shares": as defined in recitals to this Agreement.

         "Subsidiaries": each corporation or other Person in which a Person owns
or controls, directly or indirectly, capital stock or other equity interests
representing at least 50% of the outstanding voting stock or other equity
interests.

         "Tax Return": as defined in Section 3.14.

         "Taxes": as defined in Section 3.14.

         "Transaction Agreements": this Agreement, the Shareholders Agreement,
the BRS Consulting Agreement, the BRS Indemnification Agreement and the Amended
and Restated Registration and Participation Agreement.

         "U.S. GAAP": generally accepted accounting principles as applied in the
United States.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         8.1   Non-survival of Representations, Warranties and Agreements.

         Other than with respect to Sections 3.3 and 3.17, the representations
and warranties contained in this Agreement or in any instrument delivered
pursuant to this Agreement will not survive beyond the Closing, and none of the
parties nor their respective officers, directors or shareholders will have any
liability with respect thereto. Covenants or agreements which by their terms
contemplate performance by or at the Closing Date will not survive the Closing
Date, except for Sections 5.4 and 5.5, which will survive the Closing Date,
except as to any non-compliance therewith waived by the

                                       29



Investor in writing in connection with the Closing. This Section 8.1 does not
limit, however, any covenant or agreement which by its terms contemplates
performance after the Closing Date.

         8.2   Modification; Waiver.

         This Agreement may be modified only by a written instrument executed by
the parties. Any of the terms and conditions of this Agreement may be waived in
writing at any time on or prior to the Closing Date by the party entitled to the
benefits thereof.

         8.3   Entire Agreement.

         This Agreement, the Confidentiality Agreement and the other Transaction
Agreements constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede all other prior agreements, understandings,
documents, projections, financial data, statements, representations and
warranties, oral or written, express or implied, between the parties hereto and
their respective Affiliates, representatives and agents in respect of the
subject matter hereof.

         8.4   Certain Limitations.

         It is the explicit intent and understanding of each of the parties that
no party nor any of its Affiliates, representatives or agents is making any
representation or warranty whatsoever, oral or written, express or implied,
other than those set forth in Articles II, III and IV and none of the parties is
relying on any statement, representation or warranty, oral or written, express
or implied, made by the other party or such other party's Affiliates,
representatives or agents, except for the representations and warranties set
forth in such sections. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS
AGREEMENT, THE PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OR REPRESENTATION
AS TO CONDITION, MERCHANTABILITY OR SUITABILITY AS TO ANY OF THE ASSETS OF THE
BUSINESS. The parties agree that this is an arm's length transaction in which
the parties' undertakings and obligations are limited to the performance of
their obligations under this Agreement. The Investor acknowledges that it is a
sophisticated investor, that it has undertaken a full investigation of the
Company, and that it has only a contractual relationship with RACI, based solely
on the terms of this Agreement, and that there is no special relationship of
trust or reliance between the Investor and RACI.

         8.5   Termination.

               (a)   This Agreement may be terminated:

               (i)   at any time prior to the Closing Date by mutual consent of
         the Investor, RACI and C&D Fund IV;

                                       30



               (ii)  by the Investor or RACI, if the Closing has not taken place
         on or before February 28, 2003 or such later date as the parties may
         agree to in writing;

               (iii) by either the Investor or RACI by written notice to the
         other party if any event, fact or condition occurs or exists that
         otherwise makes it impossible to satisfy a condition precedent to the
         terminating party's obligations to consummate the transactions
         contemplated by this Agreement, and such event, fact or condition is
         not cured or waived by the non-terminating party within 30 days, unless
         the occurrence or existence of such event, fact or condition is due to
         the failure of the terminating party to perform or comply with any of
         the agreements or covenants of this Agreement to be performed or
         complied with by such party prior to the Closing; or

               (iv)  by either the Investor or RACI if the Repurchase has not
         been duly authorized by the board of directors of RACI on or before
         January 31, 2003.

               (b)   In the event of termination by RACI or the Investor
pursuant to this Section 8.5, RACI or the Investor, as applicable, will give
written notice forthwith to the other party and the transactions contemplated by
this Agreement will be terminated without further action by either party. If the
transactions contemplated by this Agreement are terminated as provided in this
Section 8.5:

               (1)   The Investor will return to RACI all documents and other
         materials received from RACI, its Affiliates or its agents (including
         all copies of or materials developed from any such documents or other
         materials) relating to the transactions contemplated hereby, whether
         obtained before or after the execution hereof, or certify to RACI as to
         their destruction.

               (2)   All confidential information received by the Investor with
         respect to RACI and its Affiliates or its agents shall be treated in
         accordance with the Confidentiality Agreement which will remain in full
         force and effect notwithstanding the termination of this Agreement.

               (3)   If this Agreement is terminated as provided in this Section
         8.5, this Agreement will become null and void and of no further force
         or effect, except for the Confidentiality Agreement, Section 5.3
         relating to publicity, and Section 8.6 relating to certain expenses.
         Nothing in this Section 8.5 will be deemed to release either party from
         any liability for any breach by such party of the terms and provisions
         of this Agreement or to impair the right of either party to compel
         specific performance by the other party of its obligations under this
         Agreement.

                                       31



         8.6   Fees and Expenses.

         RACI will pay its own fees and expenses and reimburse C&D Fund IV and
the Investor their fees and expenses incident to the preparation, negotiation
and performance of this Agreement and the other Transaction Agreements only if
the transactions contemplated in this Agreement are consummated. Otherwise, the
Investor will be responsible for its own fees and expenses incidental to the
preparation, negotiation and performance of this Agreement and the other
Transaction Agreements. All transfer, sales, use and similar taxes and fees
(including notarial fees) arising out of the issuance and sale of the Investor
Shares pursuant to this Agreement shall be paid (or caused to be paid) promptly
after the Closing by the Company.

         8.7   Further Actions.

         Each party will execute and deliver such certificates and other
documents and take such other actions as may reasonably be requested by the
other party in order to consummate or implement the transactions contemplated by
this Agreement.

         8.8   Notices.

         All notices, requests, demands and other communications under this
Agreement must be in writing and will be deemed to have been duly given or made
as follows: (a) if sent by registered or certified mail in the United States
return receipt requested, upon receipt; (b) if sent by reputable overnight air
courier (such as DHL or Federal Express), two business days after mailing; (c)
if sent by facsimile transmission, with a copy mailed on the same day in the
manner provided in (a) or (b) above, when transmitted and receipt is confirmed
by telephone; or (d) if otherwise actually personally delivered, when delivered
and shall be delivered as follows:

(i)  if to RACI:

         RACI Holding, Inc.
         c/o Remington Arms Company, Inc.
         870 Remington Drive
         P.O. Box 700
         Madison, NC 27025-0700
         Fax Number: (336) 548-7779
         Attention:  Chief Financial Officer

or to C&D Fund IV:

         The Clayton & Dubilier Private Equity Fund IV Limited Partnership
         270 Greenwich Avenue

                                       32



         Greenwich, Connecticut 06830
         Attention:  Clayton & Dubilier Associates IV Limited Partnership

and, in either case, with a copy to:

         Debevoise & Plimpton
         919 Third Avenue
         New York, New York  10022
         Fax Number:  (212) 909-6836
         Attention:  Paul S. Bird, Esq.

If to the Investor:

         c/o Bruckmann, Rosser, Sherrill & Co, Inc.
         126 East 56th Street
         New York, New York  10022
         Fax Number:  (212) 521-3799
         Attention:  Stephen Sherrill

with a copy to:

         Kirkland & Ellis
         Citigroup Center
         153 East 53rd Street
         New York, New York  10022-4675
         Fax Number:  (212) 446-4900
         Attention:  Kim Taylor, Esq.

or to such other address or to such other person as any party last designates by
notice to the other party.

         8.9   Assignment.

               (a)   Subject to Section 8.9(b), this Agreement is binding upon
and will inure to the benefit of the parties and their respective successors and
assigns.

               (b)   Any assignment, by operation of law or otherwise, by either
party will require the prior written consent of the other party and any
purported assignment or other transfer without such consent will be void and
unenforceable, except that the Investor may assign the right to purchase up to
$1 million of shares of Common Stock to each of Julie Frist and Marilena Tibrea,
subject to such individual becoming a party to this Agreement by executing and
delivering to RACI a counterpart of this Investment

                                       33



Agreement. Any such assignment will not relieve the Investor of any of its
obligations under this Agreement.

         8.10  No Third Party Beneficiaries.

         Nothing in this Agreement confers any rights upon any person or entity
which is not a party or a successor or permitted assignee of a party to this
Agreement.

         8.11  Counterparts.

         This Agreement may be executed in counterparts, each of which will
constitute one and the same instrument.

         8.12  Interpretation.

         The section headings in this Agreement are for convenience of reference
only and will not be deemed to alter or affect the meaning or interpretation of
any provision of this Agreement. Any references to RACI's knowledge or the
knowledge of RACI means the actual knowledge of any of Thomas L. Millner and
Mark A. Little obtained in the normal course of their respective duties as
officers of the Company, but without any further investigation or inquiry by any
of them.

         8.13  Governing Law.

         This Agreement will be construed, performed and enforced in accordance
with the laws of the State of New York, without regard to the conflict of laws
principles of such state that would require the substantive laws of another
jurisdiction to apply.

         8.14  Consent to Jurisdiction, etc.

               (a)   Each of the parties hereby irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of any New
York State court or Federal court of the United States of America sitting in New
York City, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby or for recognition or enforcement of any judgment relating thereto, and
each of the parties hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York State court or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding will be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.

               (b)   Each of the parties hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now

                                       34



or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby in any New York State or Federal court. Each of the parties hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

               (c)   Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 8.8. Nothing in
this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by Applicable Law.

         8.15  Specific Performance.

         It is understood and agreed that money damages would not be a
sufficient remedy for any breach of this Agreement and that RACI and the
Investor will be entitled to specific performance and injunctive relief as
remedies for any such breach, without the necessity of posting any bond. Such
remedies will not be the exclusive remedies for a breach of this Agreement but
will be in addition to all other remedies available at law or in equity.

         8.16  Waiver of Punitive and Other Damages and Jury Trial.

               (a)   THE PARTIES TO THIS AGREEMENT EXPRESSLY WAIVE AND FOREGO
ANY RIGHT TO RECOVER PUNITIVE, LOST PROFITS, CONSEQUENTIAL OR SIMILAR DAMAGES IN
ANY ARBITRATION, LAWSUIT, LITIGATION OR PROCEEDING ARISING OUT OF OR RESULTING
FROM ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.

               (b)   EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY
WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

               (c)   EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE EITHER OF THE FOREGOING WAIVERS, (ii) IT UNDERSTANDS AND HAS
CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iii) IT MAKES SUCH WAIVERS

                                       35



VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.16.

                                       36



         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first above written.

                                    BRUCKMANN, ROSSER, SHERRILL &
                                     CO. II, L. P.

                                    By: BRSE, L.L.C., its general partner


                                    By         /s/ Stephen Sherrill
                                        -----------------------------------
                                        Name:    Stephen Sherrill
                                        Title:   Managing Director

                                    RACI HOLDING, INC.


                                    By           /s/ Mark A. Little
                                        -----------------------------------
                                        Name:    Mark A. Little
                                        Title:   Executive Vice President, CFO
                                                  and Treasurer

                                    CLAYTON & DUBILIER PRIVATE
                                      EQUITY FUND IV LIMITED
                                      PARTNERSHIP


                                    By: Clayton & Dubilier Associates IV
                                        Limited Partnership, the general partner


                                    By:       /s/ Joseph L. Rice, III
                                        ------------------------------------
                                        Name:    Joseph L. Rice, III
                                        Title:   Chairman

                                       37



                                                                  CONFORMED COPY

                                   EXHIBIT A-1

                     Summary of Terms of RACI A Senior Note

Issuer:                         RACI

Holder:                         C&D Fund IV

Principal Amount:               $20,000,000/1/

Maturity:                       The outstanding principal amount of
                                the Note and any accrued and unpaid interest
                                thereon will be due and payable on the 8th
                                anniversary of the date of issuance (the
                                "Maturity Date"). [To have the same maturity as
                                the New High Yield Debt]

Interest:                       Payable semi-annually in cash on the
                                outstanding principal amount of the Note at a
                                rate of 12% per annum (the "Interest Rate").
                                Interest must be paid to the extent permitted
                                under the New Credit Facility and indenture
                                governing the New High Yield Debt. In the event
                                that any interest is not paid on any required
                                payment date, interest will accrue on such
                                unpaid interest at the Interest Rate.

Mandatory Repayment:            The Note must be repaid in
                                full plus all accrued and unpaid interest
                                immediately (i) upon a change of control of RACI
                                or Remington (as determined under the New Credit
                                Facility or the indenture governing the New High
                                Yield Debt) or sale of all or substantially all
                                the assets of RACI or Remington, (ii)
                                concurrently with the closing of an initial
                                public offering of RACI that includes a primary
                                offering, and prior to the closing of an initial
                                public offering of RACI that includes a
                                secondary offering only, or (iii) upon receipt
                                of notice from C&D Fund IV of (A) an
                                acceleration of Indebtedness (as defined in the
                                Indenture governing the New High Yield Debt)
                                under the New High

- ----------
/1/   Amount subject to finalization to ensure C&D Fund IV will own under 50% of
      RACI's outstanding stock post-closing.



                                Yield Debt or the New Credit Facility or any
                                refinancing thereof, or if none of such
                                Indebtedness is then outstanding, an
                                acceleration of Indebtedness in an aggregate
                                amount in excess of $7.5 million or (B) a
                                payment default on the Note.

Mandatory Prepayment:           RACI will use available liquidity to prepay
                                principal to the extent permitted under the New
                                Credit Facility and the indenture governing the
                                New High Yield Debt.

Optional Prepayment             RACI may prepay all or a portion of the
                                principal at any time without any prepayment
                                penalty to the extent permitted under the New
                                Credit Facility and the indenture governing the
                                New High Yield Debt.

Dividends, Etc.                 So long as the Note remains outstanding, RACI
                                will not pay any dividends or distributions
                                (including in redemption of shares) to its
                                equity holders, excluding repurchases of shares
                                of Common Stock, Deferred Shares and Options
                                upon or following termination of employment
                                pursuant to the Management Agreements or other
                                management stock option plans approved by the
                                board of directors of RACI.

Other Covenants.                None.

Ranking:                        The Note will rank pari passu with the RACI B
                                Senior Note and be senior to all other
                                indebtedness of RACI.

Transfer Restrictions:          The Note will be freely transferable in whole or
                                in part, subject to compliance with applicable
                                securities laws and subject to the Investor's
                                right of first offer described below.

Right of First Offer            The Investor will have a right of first offer on
                                customary terms over any proposal to sell all or
                                a portion of the Note to any person other than
                                (i) an affiliate of the holder, or (ii) pursuant
                                to a distribution to C&D Fund IV's partners and

                                        2



                                thereafter, to the partners and former partners
                                of its general partner.

Governing Law:                  New York

                                        3



                                   EXHIBIT A-2

                     Summary of Terms of RACI B Senior Note

Issuer:                         RACI

Holder:                         C&D Fund IV

Principal Amount:               To be determined prior to or at Closing.2

Maturity:                       The outstanding principal amount of the Note and
                                any accrued and unpaid interest thereon will be
                                due and payable on the 9th anniversary of the
                                date of issuance (the "Maturity Date").

Interest:                       Payable semi-annually in cash on the outstanding
                                principal amount of the Note at a rate of 15%
                                per annum (the "Interest Rate"). Interest must
                                be paid to the extent permitted under the New
                                Credit Facility and indenture governing the New
                                High Yield Debt. In the event that any interest
                                is not paid on any required payment date,
                                interest will accrue on such unpaid interest at
                                the Interest Rate.

Mandatory Repayment:            The Note must be repaid in full plus all accrued
                                and unpaid interest and the Applicable Premium,
                                if any, immediately (i) upon a change of control
                                of RACI or Remington (as determined under the
                                New Credit Facility or the indenture governing
                                the New High Yield Debt) or sale of all or
                                substantially all the assets of RACI or
                                Remington, (ii) concurrently with the closing of
                                an initial public offering of RACI that includes
                                a primary offering, and prior to the closing of
                                an initial public offering of RACI that includes
                                a secondary offering only, or (iii) upon receipt
                                of notice from C&D Fund IV of a payment default
                                on the Note.

- ----------
/2/   Amount subject to finalization to ensure C&D Fund IV will own under 50% of
      RACI's outstanding stock post-closing.

                                        4



Optional Prepayment:            RACI may prepay all or a portion of the
                                principal of the Note at any time for an amount
                                equal to the sum of such principal (or portion
                                thereof), a ratable share of accrued and unpaid
                                interest, and the Applicable Premium, to the
                                extent permitted under the New Credit Facility
                                and the indenture governing the New High Yield
                                Debt.

Applicable Premium:             With respect to a repayment of the Note as
                                described under "Mandatory Repayment" or
                                "Optional Prepayment" above, the "Applicable
                                Premium" will equal an amount sufficient to
                                provide the holder with an internal rate of
                                return of 18% in respect of the principal of the
                                Note (or in the case of a partial prepayment, in
                                respect of such portion of the principal of the
                                Note that is prepaid).

Dividends, Etc.:                So long as the Note remains outstanding, RACI
                                will not pay any dividends or distributions
                                (including in redemption of shares) to its
                                equity holders, excluding repurchases of shares
                                of Common Stock, Deferred Shares and Options
                                upon or following termination of employment
                                pursuant to the Management Agreements or other
                                management stock option plans approved by the
                                board of directors of RACI.

Other Covenants:                None.

Ranking:                        The Note will rank pari passu with the RACI A
                                Senior Note and be senior to all other
                                indebtedness of RACI.

Transfer Restrictions:          The Note will be freely transferable in whole or
                                in part, subject to compliance with applicable
                                securities laws and subject to the Investor's
                                right of first offer described below.

Right of First Offer            The Investor will have a right of first offer on
                                customary terms over any proposal to sell all or
                                a portion of the Note to any person other than
                                (i) an affiliate of the holder, or (ii) pursuant
                                to a distribution to C&D Fund IV's partners and

                                        5



                                thereafter, to the partners and former partners
                                of its general partner.

Governing Law:                  New York.

                                        6



                                                                  CONFORMED COPY

                                    EXHIBIT B

                   Summary of Terms of Shareholders Agreement

Parties to Agreement:           RACI
                                C&D Fund IV (including all partners of C&D Fund
                                IV and any partners or former partners of the
                                general partner of C&D Fund IV) Investor

Board of Directors of RACI:     RACI will be managed by a board of directors
                                consisting of initially 12, and following the
                                resignation of the first Initial Independent
                                Director (as defined below), 11 members.

                                C&D Fund IV will have the right to nominate to
                                the board (i) two members for so long as C&D
                                Fund IV holds at least 10% of the outstanding
                                shares of Common Stock and (ii) one member for
                                so long as C&D Fund IV holds at least 1% but
                                less than 10% of the outstanding shares of
                                Common Stock.

                                The Investor will have the right to nominate to
                                the board (i) two members for so long as the
                                Investor holds at least 10% of the outstanding
                                shares of Common Stock and (ii) one member for
                                so long as the Investor holds at least 1% but
                                less than 10% of the outstanding shares of
                                Common Stock.



                                Each of C&D Fund IV and the Investor will agree
                                to vote its shares of Common Stock to elect each
                                of B. Charles Ames, Hubbard C. Howe, Leon J.
                                Hendrix, Jr. and Thomas L. Millner (the "Named
                                Existing Directors") as a director of RACI:

                                (i) in the case of B. Charles Ames, Hubbard C.
                                Howe and Leon J. Hendrix, Jr., for so long as
                                such director owns at least 1% of the
                                outstanding shares of Common Stock; and

                                (ii) in the case of Thomas L. Millner, for so
                                long as he remains the Chief Executive Officer
                                of RACI,

                                provided that C&D Fund IV and the Investor may
                                mutually agree to remove any person described in
                                clause (i) or (ii).

                                The appointment, removal and replacements of the
                                remaining four members will be mutually agreed
                                upon by the Investor and C&D Fund IV, with the
                                initial members (the "Initial Independent
                                Directors") to be agreed upon prior to the
                                closing of the Investment. The Investor and C&D
                                Fund IV will appoint by mutual agreement any
                                replacement director to fill any vacancy in the
                                seats held by the Named Existing Directors.

                                        2



                                Notwithstanding the foregoing, following the
                                repayment in full of the RACI A Senior Notes and
                                the RACI B Senior Notes, (i) the appointment,
                                removal and replacement of the Initial
                                Independent Directors may be made by a majority
                                vote of the outstanding shares of Common Stock,
                                (ii) the appointment of any new director to fill
                                a vacancy created by the resignation of any
                                Named Existing Director may be made by a
                                majority vote of the outstanding shares of
                                Common Stock, and (iii) the number of directors
                                will be increased so that the appointment,
                                removal and replacement of a majority of the
                                members of the board (including the Initial
                                Independent Directors and any new director to
                                fill a vacancy created by the resignation of any
                                Named Existing Director) may be made by a
                                majority vote of the outstanding shares of
                                Common Stock.

Board of Directors of           The board of directors of Remington will consist
Remington:                      of the same number of directors, and will have
                                the same composition, as the board of directors
                                of RACI.

Decisions of the Board of       Except for those matters specified in Schedule
Directors of RACI and           A, all matters will be determined by the board
Remington:                      of directors through a simple majority vote of
                                the directors present. The matters specified in
                                Schedule A will require the affirmative vote of
                                nine directors until the RACI A Senior Notes and
                                the RACI B Senior Notes are repaid in full, at
                                which time such matters will be determined
                                through a simple majority vote of the directors
                                present.

Executive Committee of the      The Executive Committee will consist of four
Board of Directors of RACI and  directors. The initial members of the Executive
Remington:                      Committee will be Leon J, Hendrix, Jr., Thomas
                                L. Millner, one director nominated by C&D Fund
                                IV and one director nominated by the Investor.
                                Any replacements of Leon J. Hendrix, Jr. and
                                Thomas L. Millner will be appointed by mutual
                                agreement by the Investor and C&D Fund IV.

Other Board Committees:         As determined by the board of directors of RACI
                                or Remington, as applicable.

                                        3



Decisions of Shareholders:      Except as set forth below, all matters to be
                                determined by shareholders under Delaware law
                                shall be determined through a simple majority
                                vote in accordance with Delaware law. In no
                                event will RACI or Remington take any of the
                                following actions without the prior written
                                approval of each of C&D Fund IV and the
                                Investor:

                                (a) a sale of RACI or Remington through a sale
                                    of shares, merger, recapitalization, sale of
                                    substantially all of the assets of RACI and
                                    its Subsidiaries, taken as a whole, or other
                                    similar transaction (a "Sale of the
                                    Company");

                                (b) the appointment and termination of the Chief
                                    Executive Officer of RACI and Remington;

                                (c) any amendment to the charter and bylaws of
                                    RACI and Remington or this Shareholders
                                    Agreement;

                                (d) any increase or decrease in the number of
                                    directors of the boards of directors of RACI
                                    and Remington;

                                (e) any transaction between RACI or its
                                    Subsidiaries, on the one hand, and any
                                    shareholder, director or officer of RACI or
                                    any of its Subsidiaries or affiliate of any
                                    such Persons, on the other hand, having a
                                    value in excess of $500,000, other than
                                    customary transactions with any management
                                    shareholders in connection with customary
                                    employment arrangements; and

                                (f) any termination or amendment of the C&D
                                    Consulting Agreement or the BRS Consulting
                                    Agreement.

                                Notwithstanding the foregoing, following the
                                repayment in full of the RACI A Senior Notes and
                                the RACI B Senior Notes:

                                (a) a Sale of the Company will not require the
                                    prior written approval of C&D Fund IV;
                                    instead, C&D Fund IV, or any of its
                                    Affiliates, will have a right of first offer
                                    on customary terms to purchase RACI

                                        4



                                    or Remington, as the case may be, provided,
                                    that if neither C&D Fund IV nor any of its
                                    Affiliates exercise such right of first
                                    offer, C&D Fund IV and its Affiliates shall
                                    (i) consent to, vote for, participate in (on
                                    the same terms and conditions as the
                                    Investor) and raise no objection against a
                                    Sale of the Company, and (ii) exercise any
                                    "drag-along" right or other similar right
                                    granted to C&D Fund IV and/or its Affiliates
                                    with respect to the capital stock, stock
                                    appreciation rights, profit participation
                                    interests or other similar rights of RACI or
                                    its Subsidiaries; and

                                (b) the appointment and termination of the Chief
                                    Executive Officer of RACI and Remington will
                                    not require the prior written approval of
                                    C&D Fund IV; instead, such appointment and
                                    termination will require the affirmative
                                    vote of at least 73% of all directors then
                                    in office.

Transfer Restrictions:          No transfer of shares other than in accordance
                                with the transfer restrictions contained in the
                                Shareholders Agreement and applicable securities
                                laws.

Permitted Transfers             Each party may transfer to any of its affiliates
                                so long as such transferee agrees to be bound by
                                the Shareholders Agreement. Each of the Investor
                                and C&D Fund IV may distribute its shares of
                                Common Stock to its partners and thereafter, to
                                the partners and former partners of its general
                                partner, which shares will be subject to the
                                Shareholders Agreement and each transferee will
                                be deemed to have granted an irrevocable power
                                of attorney to the Investor's or C&D Fund IV's
                                general partner, as applicable, granting it the
                                power to vote and to dispose of such shares in
                                its sole discretion and to take any other action
                                contemplated by the Shareholders Agreement.

Tag-Along Rights:               Each party will have tag-along rights, on
                                customary terms, in the event of a transfer by
                                C&D Fund IV or the Investor of all or any
                                portion of its shares of Common Stock to any
                                person other than an affiliate of

                                        5



                                the transferor.

Right of First Offer:           Each of C&D Fund IV and the Investor will have a
                                right of first offer on customary terms over any
                                proposal to sell any shares of Common Stock by
                                the other to any person other than an affiliate
                                of the transferor. Any third party purchaser of
                                Common Stock following a waiver of a right of
                                first offer will be required to agree to be
                                bound by the Shareholders Agreement.

Pre-emptive Rights:             No shareholder will have pre-emptive rights,
                                except that each of C&D Fund IV and the Investor
                                shall have preemptive rights with respect to any
                                issuance of shares of capital stock or
                                securities convertible into shares of capital
                                stock of RACI or its Subsidiaries to any person,
                                except pursuant to the existing management stock
                                option plan or any other management stock option
                                plan approved by the board of directors of RACI.

Registration Rights:            Each party will be entitled to the rights and
                                subject to the obligations set forth in the
                                Registration and Participation Agreement, dated
                                as of November 30, 1993, which will be amended
                                and restated in its entirety at the Closing. The
                                shares of Common Stock issued to the Investor
                                will constitute "Registrable Securities". The
                                Amended and Restated Registration and
                                Participation Agreement will provide for the
                                following:

                                        6



       Demand Registration      Holders of 50% or more of the outstanding Common
       Rights:                  Stock comprising Registrable Securities may
                                initiate an initial registration.

                                Holders of 20% or more of the outstanding Common
                                Stock comprising Registrable Securities may
                                initiate subsequent registrations.

       Piggy-Back Registration  Holders of Registrable Securities have customary
       Rights:                  piggy-back registration rights.

       Expenses:                RACI will bear the registration expenses of the
                                first five demand registrations. In relation to
                                all other demand registrations, the expenses
                                will be apportioned among the participating
                                holders.

       Underwriters' Lock-up:   If RACI files a registration statement for an
                                underwritten public offering of Common Stock, no
                                holder of Registrable Securities may transfer
                                any shares of Common Stock in a public sale
                                (including a sale under Rule 144) during the 20
                                days before and the 180 days after the effective
                                date of the registration statement, or such
                                shorter period as the underwriters may agree. In
                                no event will the Investor be subject to a
                                longer lockup period than any other shareholder.

Information Rights              RACI will provide the Investor and C&D Fund IV
                                with annual, quarterly and monthly financial
                                statements of RACI and its Subsidiaries and such
                                other information as the Investor may reasonably
                                request.

Access                          RACI will provide each of C&D Fund IV and the
                                Investor with such access to information and
                                management as it may reasonably request.

Repurchases from Employees:     In the event that C&D Fund IV is given the
                                opportunity to exercise any right of first
                                refusal or other right to repurchase any options
                                or shares of capital stock from any employees of
                                the Company, the Investor will be given the
                                opportunity to purchase its pro rata share of
                                such options or shares of capital

                                        7



                                stock.

Amendment                       The Shareholders Agreement may only be amended
                                by written agreement executed by C&D Fund IV,
                                the Investor and RACI.

Termination:                    The Shareholders Agreement will terminate upon
                                an initial public offering of shares of Common
                                Stock.

Governing Law:                  New York

                                        8



                                   SCHEDULE A

                          Supermajority Voting Matters

         1.     The entry by RACI or its Subsidiaries into a line of business
unrelated to the lines of businesses that RACI or Remington has at closing.

         2.     The incurrence by RACI or its Subsidiaries of indebtedness for
borrowed money (or the guarantee of indebtedness of any Person other than RACI
or a Subsidiary of RACI) in excess of $5 million at any time outstanding.

         3.     The acquisition by RACI or its Subsidiaries of any assets,
outside of the ordinary course of business, having a value in excess of $5
million.

         4.     The disposition by RACI or its Subsidiaries of any assets,
outside of the ordinary course of business, having a value in excess of $5
million.

         5.     Any voluntary liquidation or dissolution of RACI or Remington.

         6.     Any issuance of shares of capital stock or securities
convertible into shares of capital stock, stock appreciation rights, profit
participation interests or other similar rights of RACI or its Subsidiaries to
any person, except pursuant to any management stock option plan approved by a
supermajority of the board of directors of RACI following the Closing, or
pursuant to the Management Agreements in effect at the Closing.

         7.     The declaration of dividends or other distributions or
repurchases or redemptions of capital stock or options by RACI or Remington,
other than dividends by Remington to RACI to enable RACI to pay interest and
principal on the Note, and repurchases of shares of Common Stock, Deferred
Shares and Options upon or following termination of employment pursuant to the
Management Agreements or other management stock options approved by the board of
directors of RACI.

         8.     The appointment or termination of senior management, other than
the Chief Executive Officer, of RACI or Remington.

         9.     The creation of any compensation or option plan and the setting
of annual compensation for any members of senior management of RACI and its
Subsidiaries.

                                        9

EX-10.10

                                                                   EXHIBIT 10.10

                                                                  EXECUTION COPY

================================================================================


                              AMENDED AND RESTATED
                    REGISTRATION AND PARTICIPATION AGREEMENT

                                  BY AND AMONG

                               RACI HOLDING, INC.

        THE CLAYTON & DUBLIER PRIVATE EQUITY FUND IV LIMITED PARTNERSHIP

                                       AND

                   BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P.

                          Dated as of February 12, 2003


================================================================================



                                Table of Contents

                                                                            Page
                                                                            ----
1.  Background.................................................................1

2.  Definitions................................................................3

3.  Registration...............................................................7

    3.1      Registration on Request...........................................7
    3.2      Incidental Registration..........................................10
    3.3      Registration Procedures..........................................12
    3.4      Underwritten Offerings...........................................16
    3.5      Preparation; Reasonable Investigation............................19
    3.6      Other Registrations..............................................19
    3.7      Indemnification..................................................20
    3.8      No Other Registration Rights.....................................23

4.  Participation Rights......................................................23

5.  Take-Along Rights.........................................................25

    5.1      Take-Along Notice................................................25
    5.2      Conditions to Take-Along.........................................26
    5.3      Remedies.........................................................26
    5.4      Public Market....................................................27

6.  Miscellaneous.............................................................27

    6.1      Rule 144; Legended Securities; etc...............................27
    6.2      Amendments and Waivers...........................................27
    6.3      Nominees for Beneficial Owners...................................27
    6.4      Successors, Assigns and Transferees..............................28
    6.5      Notices..........................................................28
    6.6      Descriptive Headings.............................................30
    6.7      Governing Law....................................................30
    6.8      Time of the Essence Computation of Time..........................30
    6.9      Entire Agreement.................................................30
    6.10     Counterparts.....................................................30
    6.11     No Inconsistent Agreements.......................................30
    6.12     Severability.....................................................30
    6.13     Remedies; Attorneys' Fees........................................30
    6.14     Stock Splits, etc................................................31
    6.15     Term.............................................................31
    6.16     No Third Party Beneficiaries.....................................31
    6.17     Consent to Jurisdiction..........................................31
    6.18     Waiver of Jury Trial.............................................31

                                        i



                                                                  EXECUTION COPY

                              AMENDED AND RESTATED
                    REGISTRATION AND PARTICIPATION AGREEMENT

     AMENDED AND RESTATED REGISTRATION AND PARTICIPATION AGREEMENT, dated as of
February 12 2003, among RACI Holding, Inc., a Delaware corporation (the
"Company"), The Clayton & Dubilier Private Equity Fund IV Limited Partnership, a
Connecticut limited partnership (the "C&D Fund") and Bruckmann, Rosser, Sherrill
& Co. II, L.P., a Delaware limited partnership (the "BRS Fund"), which amends
and restates the Registration and Participation Agreement, dated as of November
30, 1993 in its entirety.

     1.   Background.

          (a)   The Company, pursuant to a Stock Purchase Agreement, dated as of
November 30, 1993, between the Company and the C&D Fund, issued an aggregate
750,000 shares of Class A Common Stock to the C&D Fund in connection with the
acquisition by Remington Arms Company, Inc., a Delaware corporation and
wholly-owned subsidiary of the Company ("Remington") of certain businesses
pursuant to an Asset Purchase Agreement, dated as of November 24, 1993, with
E.I. du Pont de Nemours and Company, a Delaware corporation (the "Acquisition").

          (b)   In connection with the Acquisition, the Company and the C&D Fund
entered into a Registration and Participation Agreement, dated as of November
30, 1993 (the "Original Agreement").

          (c)   Pursuant to an Investment Agreement, dated as of December 19,
2002 (the "BRS Investment Agreement"), by and among the Company, the C&D Fund
and the BRS Fund, pursuant to which, among other things, the Company has issued
to the BRS Fund 135,954 shares of Class A Common Stock for a cash purchase price
equal to $220.31 per share (the "Share Purchase Price") for an aggregate
purchase price of 29,952,025 (the "BRS Investment").

          (d)   In connection with the Investment, the Company repurchased (the
"Repurchase") 722,981 of its outstanding shares of Class A Common Stock for a
combination of cash, senior notes of the Company with an interest rate of 12%
per annum (the "RACI A Senior Notes") and senior notes of Holding with an
interest rate of 15% per annum (the "RACI B Senior Notes", and together with the
RACI A Senior Notes, the "RACI Senior Notes").

          (e)   Following the consummation of the BRS Investment and the
Repurchase, the C&D Fund owns 28.8% and the BRS Fund owns 66.4% of the
outstanding shares of Class A Common Stock, and the C&D Fund owns all of the
RACI Senior Notes.

          (f)   The Company has issued and sold and may in the future issue or
sell shares of Class A Common Stock to certain Individual Investors pursuant to
appropriate forms of stock subscription agreements (the "Individual Investor
Stock Subscription Agreements") or



certain non-employee directors or other purchasers (the "Subsequent Purchasers")
pursuant to appropriate forms of stock subscription agreements (the "Director
Stock Subscription Agreements"), including (i) the Stock Subscriptions, dated as
of the date of this Agreement, each between the Company and an Affiliate of B.
Charles Ames, an existing director of the Company, for the issuance and sale to
the Affiliates of Mr. Ames of $803,250.20 of shares of Class A Common Stock at a
purchase price equal to the Share Purchase Price (the "Ames Investment"), (ii)
the Stock Subscription, dated as of the date of this Agreement, between the
Company and Julie Frist for the issuance and sale to Ms. Frist of $38,995 of
shares of Class A Common Stock at a purchase price equal to the Share Purchase
Price (the "Frist Investment"), (iii) the Stock Subscription, dated as of the
date of this Agreement, between the Company and Marilena Tibrea for the issuance
and sale to Ms. Tibrea of approximately $8,813 of shares of Class A Common Stock
at a purchase price equal to the Share Purchase Price (the "Tibrea Investment"),
and (iv) the Stock Subscription, dated as of the date of this Agreement, between
the Company and James Prall for the issuance and sale to Mr. Prall of $50,010.37
of shares of Class A Common Stock at a purchase price equal to the Share
Purchase Price (the "Prall Investment", and together with the Ames Investment,
the Frist Investment and the Tibrea Investment, the "Other Investments", and the
Stock Subscription Agreements for such Other Investments, the "Other Investment
Agreements"). The Company or the C&D Fund has issued or sold and, subject to
compliance with the terms of the Shareholders Agreement, the Company, the C&D
Fund and the BRS Fund may in the future issue or sell shares of Class A Common
Stock to certain key executives and employees of the Company or one of its
subsidiaries ("Subsequent Management Purchasers") or, subject to compliance with
the terms of the Shareholders Agreement, the Company may in the future grant
options to purchase shares of Class A Common Stock to Subsequent Management
Purchasers or Subsequent Purchasers, in each case pursuant to appropriate forms
of stock subscription agreements (the "Subsequent Stock Subscription
Agreements") or stock option agreements, plans or arrangements (the "Subsequent
Stock Option Agreements").

          (g)   The Subsequent Management Purchasers, the Subsequent Purchasers
and any trusts holding shares of Class A Common Stock or options to purchase
shares of Class A Common Stock for the benefit of relatives of any Subsequent
Management Purchaser or Subsequent Purchaser who is an employee of the Company
or one of its subsidiaries are referred to herein collectively as the
"Management Stockholders." The Fund Stock Subscription Agreement, the BRS
Investment Agreement, the Other Investment Agreements, the Individual Investor
Stock Subscription Agreements, the Director Stock Subscription Agreements, the
Subsequent Stock Subscription Agreements and the Subsequent Stock Option
Agreements are referred to herein collectively as the "Stock Subscription
Agreements").

          (h)   Pursuant to Section 7.2 of the Original Agreement, the C&D Fund,
as a holder of a majority of the Registrable Securities under the Original
Agreement, has consented to the amendment and restatement of the Original
Agreement as set forth in this Agreement, which consent is evidenced by the
execution by the C&D Fund of this Agreement.

                                        2



          (i)   This Agreement is effective as of the date of the Original
Agreement with respect to any Registrable Securities issued or sold or upon the
issuance or sale of Common Stock to any party pursuant to any Stock Subscription
Agreement that provides such Common Stock shall be Registrable Securities, it
being understood that, with respect to Registrable Securities to be issued in
the future, any such Stock Subscription Agreement will provide that the shares
of Class A Common Stock sold thereunder are entitled to the rights and subject
to the obligations created hereunder, provided that such issuance or sale shall
have been approved by the Board of Directors of the Company in accordance with
the Shareholders Agreement, dated as of the date of this Agreement, among the
Company, the C&D Fund and the BRS Fund, as amended from time to time in
accordance with the terms thereof (the "Shareholders Agreement").

          (j)   It is a condition to the closing of the BRS Investment that the
parties enter into this Agreement.

          (k)   In consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, the
parties hereby agree as follows.

     2.   Definitions. For purposes of this Agreement, the following terms shall
have the following respective meanings:


          "Acquisition": See Section 1.

          "Affiliate": any Person directly or indirectly Controlling, Controlled
by or under common Control with such first Person, provided that (i) any other
investment fund managed by, and any employee of, Clayton, Dubilier & Rice, Inc.,
or Bruckmann, Rosser, Sherrill & Co., L.L.C., as the case may be, is deemed to
be an Affiliate of the C&D Fund or the BRS Fund, as the case may be, (ii) each
of Michael I. Dubilier, Hubbard C. Howe and Leon J. Hendrix, Jr. and each person
who is a partner of Clayton & Dubilier Associates IV Limited Partnership as at
the date of this Agreement is deemed to be an Affiliate of the C&D Fund and of
each other, and (iii) each person who is a partner of BRSE, L.L.C. as at the
date of this Agreement is deemed to be an Affiliate of the BRS Fund and of each
other.

          "Affiliate Transferee": See the definition specified in the
Shareholders Agreement.

          "Ames Investment": See Section 1.

          "BRS Fund": See the introduction to this Agreement.

          "BRS Investment": See Section 1.

          "BRS Investment Agreement": See Section 1.

                                        3



          "Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required to close.

          "C&D Fund": See the introduction to this Agreement.

          "Class A Common Stock": The Class A Common Stock, par value $.01 per
share, of the Company.

          "Class B Common Stock": The Class B Common Stock, par value $.01 per
share, of the Company.

          "Common Stock": The Class A Common Stock and the Class B Common Stock.

          "Company": See the introduction to this Agreement.

          "Control": The power to direct the affairs of a Person by reason of
ownership of voting stock, by contract or otherwise.

          "Custodian": See Section 5.2.

          "Director Stock Subscription Agreements": See Section 1.

          "Excess Number": See Section 4(b).

          "Exchange Act": The Securities Exchange Act of 1934, as amended, or
any successor Federal statute, and the rules and regulations thereunder which
shall be in effect at the time. Any reference to a particular section thereof
shall include a reference to the corresponding section, if any, of any such
successor Federal statute, and the rules and regulations thereunder.

          "Frist Investment": See Section 1.

          "Fund": See Section 4.

          "Fund Distributee": See the definition specified in the Shareholders
Agreement.

          "Fund Stock Subscription Agreement": See Section 1.

          "Individual Investors": Directors or senior executives of corporations
in which entities managed or sponsored by Clayton, Dubilier & Rice, Inc. or
Bruckmann, Rosser, Sherrill & Co. L.L.C. have made equity investments.

          "Individual Investor Stock Subscription Agreement": See Section 1.

          "Management Stockholders": See Section 1.

                                        4



          "NASD": National Association of Securities Dealers, Inc.

          "NASDAQ": The NASD Automated Quotation System.

          "100% Buyer": see Section 5.1.

          "Original Agreement": See Section 1.

          "Other Investment Agreements": See Section 1.

          "Other Investments": See Section 1.

          "Person": Any individual, corporation, partnership, limited liability
company, joint venture, trust, business association, governmental entity or
other entity.

          "Public Market": A "Public Market" for the Company's Common Stock
shall be deemed to have been established at such time as 20% of the Common Stock
(on a fully diluted basis) has been sold to the public pursuant to an effective
registration statement under the Securities Act or pursuant to Rule 144, other
than a Special Registration.

          "Qualifying Number": as at any time, 5% of the then outstanding shares
of Class A Common Stock (excluding any sales or transfers by the C&D Fund or the
BRS Fund to any Management Stockholders).

          "Qualifying Sale": See Section 4(b).

          "Registrable Securities": (a) Any Common Stock issued or issuable to
BRS Fund, C&D Fund and any of their respective Affiliate Transferees, Fund
Distributees or Third Party Transferees, (b) any Class A Common Stock or Class B
Common Stock issued or to be issued pursuant to the Stock Subscription
Agreements (including upon exercise of options granted pursuant to the
Subsequent Stock Option Agreements), that provides that such Common Stock shall
be Registrable Securities, subject to Section 1(i), (c) any Class A Common Stock
issued upon conversion of the Class B Common Stock referred to in clause (a)
above, (d) any Class B Common Stock issued in exchange for the Class A Common
Stock referred to in clauses (a) or (b) above, (e) any shares of Common Stock
issued pursuant to the terms of, and under the circumstances set forth in, the
Shareholders Agreement, and (f) any securities issued or issuable with respect
to any Common Stock referred to in the foregoing clauses (i) upon any conversion
or exchange thereof, (ii) by way of stock dividend or stock split, (iii) in
connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization or (iv) otherwise, in all cases subject to the
penultimate paragraph of Section 3.3. As to any particular Registrable
Securities, once issued such securities shall cease to be Registrable Securities
when (A) a registration statement (other than a Special Registration pursuant to
which such securities were issued by the Company) with respect to the sale of
such securities shall have become effective under the Securities Act and such
securities shall have been disposed of in accordance

                                        5



with such registration statement, (B) such securities shall have been
distributed to the public pursuant to Rule 144, (C) subject to the provisions of
the second paragraph of Section 6.1, such securities shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent disposition of
them shall not require registration or qualification of them under the
Securities Act or any similar state law then in force, or (D) such securities
shall have ceased to be outstanding.

          "Registration Expenses": All expenses incident to the Company's
performance of its obligations under or compliance with Section 3, including
without limitation, all registration and filing fees, all fees and expenses of
complying with securities or blue sky laws, all fees and expenses associated
with listing securities on exchanges or NASDAQ, all fees and other expenses
associated with filings with the NASD (including, if required, the fees and
expenses of any "qualified independent underwriter" and its counsel), all
printing expenses, the fees and disbursements of counsel for the Company and of
its independent public accountants, and the expenses of any special audits made
by such accountants required by or incidental to such performance and compliance
and fees and disbursements of one counsel selected by the holders of a majority
(by number of shares) of the Registrable Securities requested to be included in
such registration, but not including (a) fees and disbursements of counsel
retained by the holders of Registrable Securities except as otherwise provided
herein, or (b) any underwriting discounts or commissions or any transfer taxes.

          "Remington": See Section 1.

          "Requisite Percentage of Stockholders": The holder or holders of at
least (a) as to the initial request under Section 3.1, 50% (by number of shares)
of the Registrable Securities at the time outstanding or (b) as to any other
request, 20% (by number of shares) of the Registrable Securities at the time
outstanding.

          "Rule 144": Rule 144 (or any successor provision) under the Securities
Act.

          "Sale of the Company": See Section 5.1.

          "Sale Notice": See Section 4(a).

          "Securities Act": The Securities Act of 1933, as amended, or any
successor Federal statute, and the rules and regulations thereunder which shall
be in effect at the time. Any reference to a particular section thereof shall
include a reference to the corresponding section, if any, of any such successor
Federal statute, and the rules and regulations thereunder.

          "Securities and Exchange Commission": The Securities and Exchange
Commission or any other Federal agency at the time administering the Securities
Act or the Exchange Act.

          "Selling Holder": see Section 5.1.

                                        6



          "Shareholders Agreement": See Section 1.

          "Special Registration": The registration of equity securities and/or
options or other rights in respect thereof solely on Form S-4 or S-8 or any
similar or successor form.

          "Stock Subscription Agreements": See Section 1.

          "Subsequent Management Purchasers": See Section 1.

          "Subsequent Purchasers": See Section 1.

          "Subsequent Stock Option Agreements": See Section 1.

          "Subsequent Stock Subscription Agreements": See Section 1.

          "Subsidiary": With respect to any Person, any Person, a majority of
the outstanding voting securities of which is owned, directly or indirectly, by
that Person.

          "Take-Along Holders": see Section 5.1.

          "Take-Along Notice": see Section 5.1.

          "Take-Along Offer": see Section 5.1.

          "Tibrea Investment": See Section 1.

          "Third Party Transferees": See the definition specified in the
Shareholders Agreement.

     3.   Registration.


     3.1  Registration on Request.

          (a)   Requests. Subject to the provisions of Section 3.6, at any time
or from time to time the Requisite Percentage of Stockholders shall have the
right to make one or more written requests that the Company effect the
registration under the Securities Act of all or part of the Registrable
Securities of the holder or holders making such request, which requests shall
specify the intended method of disposition thereof (including, without
limitation, whether such registration is to be underwritten or otherwise) by
such holder or holders the approximate number of Registrable Securities
requested to be registered and the anticipated price range for the offering, and
upon any such request the Company will promptly give written notice of such
requested registration to all holders of Registrable Securities, and thereupon
will use its best efforts to effect the registration (subject to the terms of
this Agreement) under the Securities Act of,

                                        7



                (i)   the Registrable Securities which the Company has been so
     requested to register, and

                (ii)  all other Registrable Securities which the Company has
     been requested to register by the holders thereof by written request given
     to the Company within 30 days after the giving of such written notice by
     the Company (which request shall specify the intended method of disposition
     of such Registrable Securities),

all to the extent required to permit the disposition (in accordance with the
intended methods thereof as aforesaid) of the Registrable Securities so to be
registered, provided that the Company shall not be required under this Section
3.1(a) to effect a registration under the Securities Act if the Registrable
Securities proposed to be included in such registration would not yield at least
$5,000,000 of net proceeds to the sellers of such Registrable Securities.
Notwithstanding the foregoing, if the Board of Directors of the Company
determines in its good faith judgment, after consultation with a firm of
nationally recognized underwriters, that there will be a material adverse effect
on (x) a then contemplated initial public offering of the Common Stock unless
such offering is solely a primary offering or (y) any proposal or plan by the
Company or any of its Subsidiaries to engage in any acquisition of assets (other
than in the ordinary course of business) or any merger, consolidation, tender
offer, reorganization or similar transaction, then (i) the Requisite Percentage
of Stockholders shall be given notice of such fact, (ii) the filing or the
effectiveness of a registration statement related to such request may be
postponed by 90 days, (iii) the holders of Registrable Securities shall be
entitled to withdraw their request under this Section 3.1, and (iv) such
registration shall not be deemed to have been effected or requested pursuant to
this Section 3.1; provided that the Company may postpone a registration request
made pursuant to Section 3.1(a) only once in any 365 day period.

          (b)   Registration Statement Form. Each registration requested
pursuant to this Section 3.1 shall be effected by the filing of a registration
statement on Form S-1, Form S-2 or Form S-3 (or any other form which includes
substantially the same information as would be required to be included in a
registration statement on such forms as presently constituted), unless the use
of a different form is (i) required by law or (ii) permitted by law and agreed
to in writing by holders holding at least a majority (by number of shares) of
the Registrable Securities as to which registration has been requested pursuant
to this Section 3.1. At any time after the Company has issued and sold any
shares of its capital stock registered under an effective registration statement
under the Securities Act, or after the Company shall have registered any class
of equity securities pursuant to Section 12 of the Exchange Act, it will use its
best efforts to qualify for registration on Form S-2 or Form S-3 (or any other
comparable form hereinafter adopted). If the holders of a majority (by number of
shares) of the Registrable Securities proposed to be sold in such registration
(or, if such registration involves an underwritten public offering, the managing
underwriter) shall notify the Company in writing that, in the judgment of such
holders (or, if applicable, such managing underwriter), the inclusion of
additional information not required by Form S-2 or Form S-3 as specified in such
notice is of material

                                        8



importance to the success of the public offering of such Registrable Securities,
such information shall be so included.

          (c)   Expenses. The Company will pay all Registration Expenses in
connection with the first five registrations which are effected as requested
under Section 3.1(a) and all Registration Expenses in connection with requests
made under Section 3.1(a), which are withdrawn or nullified under Section
3.1(a). The Registration Expenses in connection with each other registration, if
any, requested under this Section 3.1 shall be apportioned among the holders
whose Registrable Securities are then being registered, on the basis of the
respective amounts (by number of shares) of Registrable Securities then being
registered by them or on their behalf. However, in the case of all registrations
requested under Section 3.1(a), the Company shall pay all amounts in respect of
(i) any allocation of salaries of personnel of the Company and its Subsidiaries
or other general overhead expenses of the Company and its Subsidiaries or other
expenses for the preparation of financial statements or other data normally
prepared by the Company and its Subsidiaries in the ordinary course of its
business, (ii) the expenses of any officers' and directors' liability insurance,
(iii) the expenses and fees for listing the securities to be registered on each
exchange on which similar securities issued by the Company are then listed or,
if no such securities are then listed, on an exchange selected by the Company
and (iv) all fees associated with filings required to be made with the NASD
(including, if applicable, the fees and expenses of any "qualified independent
underwriter" and its counsel as may be required by the rules and regulations of
the NASD). Notwithstanding the provisions of this Section 3.1(c) or of Section
3.2, each seller of Registrable Securities shall pay all Registration Expenses
to the extent required to be paid by such seller by applicable law and for which
the Company is not permitted to reimburse such seller for such expenses.

          (d)   Inclusion of Other Securities. The Company shall not register
securities (other than Registrable Securities) for sale for the account of any
Person other than the Company in any registration requested pursuant to Section
3.1(a) unless permitted to do so by the written consent of holders holding at
least a majority (by number of shares) of the Registrable Securities proposed to
be sold in such registration.

          (e)   Effective Registration Statement. A registration requested
pursuant to Section 3.1(a) will not be deemed to have been effected unless it
has become effective for the period specified in Section 3.3(b), provided that a
registration which does not become effective after the Company has filed a
registration statement with respect thereto solely by reason of the refusal to
proceed of the holders of Registrable Securities requesting the registration
shall be deemed to have been effected by the Company at the request of such
holders.

          (f)   Pro Rata Allocation. If the holders of a majority (by number of
shares) of the Registrable Securities for which registration is being requested
pursuant to Section 3.1(a) determine, based on consultation with the managing
underwriters or, in an offering which is not underwritten, with an investment
banker of national standing, that the number of securities to be sold in any
such offering should be limited due to market conditions or otherwise, then (x)
all

                                        9



holders of Registrable Securities proposing to sell their securities in such
registration shall share pro rata in the number of securities being offered (as
determined by the holders holding a majority (by number of shares) of the
Registrable Securities for which registration is being requested in consultation
with the managing underwriters or investment banker, as the case may be) and
registered for their account, such sharing to be based on the number of
Registrable Securities as to which registration was requested by such holders,
respectively and (y) thereafter, if permitted hereunder, other securities
requested to be included in such request shall be included in a manner
determined by the Company.

     3.2  Incidental Registration. If the Company at any time proposes to
register any of its equity securities (as defined in the Exchange Act) under the
Securities Act (other than pursuant to Section 3.1 or pursuant to a Special
Registration), whether or not for sale for its own account, it will each such
time give prompt written notice to all holders of Registrable Securities of its
intention to do so and of such holders' rights under this Section 3.2. Upon the
written request of any holder of Registrable Securities given to the Company
within 30 days after the receipt of any such notice (which request shall specify
the Registrable Securities intended to be disposed of by such holder and the
intended method of disposition thereof), the Company will use its best efforts
to effect the registration under the Securities Act of all Registrable
Securities which the Company has been so requested to register by the holders
thereof, to the extent required to permit the disposition (in accordance with
the intended methods thereof as aforesaid) of the Registrable Securities so to
be registered, provided that:

          (a)   if such registration shall be in connection with the initial
public offering of Common Stock, the Company shall not include any Registrable
Securities in such proposed registration if the Company's Board of Directors
shall have determined, after consultation with the managing underwriters for
such offering, that it is not in the best interests of the Company to include
all or any portion of the Registrable Securities in such registration; provided,
that if any portion of the Registrable Securities is included in such
registration, such Registrable Securities shall be included in accordance with
Section 3.2(c);

          (b)   if, at any time after giving written notice of its intention to
register any securities and prior to the effective date of the registration
statement filed in connection with such registration, the Company shall
determine for any reason not to register such securities, the Company may, at
its election, give written notice of such determination to each holder of
Registrable Securities that was previously notified of such registration and,
thereupon, shall not register any Registrable Securities in connection with such
registration (but shall nevertheless pay the Registration Expenses in connection
therewith), without prejudice, however, to the rights of any holder or holders
of Registrable Securities to request that a registration be effected under
Section 3.1;

          (c)   if the Company shall be advised in writing by the managing
underwriters (or, in connection with an offering which is not underwritten, by
an investment banker of national standing), and the Company shall so advise each
holder of Registrable Securities

                                       10



requesting registration of such advice, that in their or its opinion the number
of securities requested to be included in such registration (whether by the
Company, pursuant to this Section 3.2 or pursuant to any other rights granted by
the Company to a holder or holders of its securities to request or demand such
registration or inclusion of any such securities in any such registration)
exceeds the number of such securities which can be sold in an orderly manner in
such offering within a price range acceptable to the Company or the holders
initially requesting such registration, as applicable, and without affecting the
marketability of the offering,

                (i)   the Company shall include in such registration the number
     (if any) of Registrable Securities so requested to be included which in the
     opinion of such underwriters or investment banker, as the case may be, can
     be sold and shall not include in such registration any other securities
     (other than securities being sold by the Company, which shall have priority
     in being included in such registration) so requested to be included unless
     all Registrable Securities requested to be so included are included
     therein, and

                (ii)  if in the opinion of such underwriters or investment
     banker, as the case may be, some but not all of the Registrable Securities
     may be so included, all holders of Registrable Securities requested to be
     included therein shall share pro rata in the number of shares of
     Registrable Securities included in such public offering on the basis of the
     number of Registrable Securities requested to be included therein by such
     holders; provided that, in the case of a registration initially requested
     or demanded by a holder or holders of securities other than Registrable
     Securities, the holders of the Registrable Securities requested to be
     included therein and the holders of such other securities shall share pro
     rata (based on the number of shares if the requested or demanded
     registration is to cover only Common Stock and, if not, based on the
     proposed offering price of the total number of securities included in such
     public offering requested to be included therein),

and the Company shall so provide in any registration agreement hereinafter
entered into with respect to any of its securities; and

          (d)   prior to executing the underwriting agreement, or, if none,
prior to the effective date of the registration statement filed in connection
with such registration, each such holder shall have the right to withdraw its
request to have its Registrable Securities included in such registration
statement.

     The Company will pay all Registration Expenses in connection with each
registration of Registrable Securities requested pursuant to this Section 3.2.
No registration effected under this Section 3.2 shall relieve the Company from
its obligation to effect registrations upon request under Section 3.1.

                                       11



     3.3  Registration Procedures. If and whenever the Company is required to
use its best efforts to effect the registration of any Registrable Securities
under the Securities Act as provided in Sections 3.1 and 3.2, the Company will
promptly:

          (a)   prepare and file (in the case of a registration pursuant to
Section 3.1(a), not more than 60 days after request therefore) with the
Securities and Exchange Commission a registration statement with respect to such
securities, make all required filings with the NASD and use best efforts to
cause such registration statement to become effective;

          (b)   prepare and file with the Securities and Exchange Commission
such amendments and supplements to such registration statement and the
prospectus used in connection therewith and such other documents as may be
necessary to keep such registration statement effective and to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement until such time as all of such
securities have been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof set forth in such registration
statement, but in no event for a period of more than six months after such
registration statement becomes effective;

          (c)   furnish to counsel (if any) selected by the holders of a
majority (by number of shares) of the Registrable Securities covered by such
registration statement copies of all documents proposed to be filed with the
Securities and Exchange Commission in connection with such registration, which
documents will be subject to the review and comment of such counsel, and
promptly notify and furnish such counsel of the receipt by the Company of any
written comments received from the SEC;

          (d)   furnish to each seller of such securities, without charge, such
number of conformed copies of such registration statement and of each such
amendment and supplement thereto (in each case including all exhibits and
documents filed therewith (other than those filed on a confidential basis),
except that the Company shall not be obligated to furnish any seller of such
securities with more than two copies of such exhibits and documents), such
number of copies of the prospectus included in such registration statement
(including each preliminary prospectus and any summary prospectus) in conformity
with the requirements of the Securities Act, and such other documents, as such
seller may reasonably request in order to facilitate the disposition of the
securities owned by such seller;

          (e)   use its best efforts (i) to register or qualify such securities
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions as each seller shall request, (ii) to keep such
registration or qualification in effect for so long as such registration
statement remains in effect and (iii) to do any and all other acts and things
which may be necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the securities owned by such seller, except
that the Company shall not for any such purpose be required to qualify generally
to do business as a foreign corporation in any jurisdiction wherein it

                                       12



is not so qualified, subject itself to taxation in any jurisdiction wherein it
is not so subject, or take any action which would subject it to general service
of process in any jurisdiction wherein it is not so subject;

          (f)   in connection with an underwritten public offering only, furnish
to each seller a signed counterpart, addressed to the sellers, of

                (i)   an opinion of counsel for the Company experienced in
     securities law matters dated the effective date of the registration
     statement (and, if such registration includes an underwritten public
     offering, dated the date of closing under the underwriting agreement), and

                (ii)  a "comfort" letter, dated the effective date of the
     registration statement (and, if such registration includes an underwritten
     public offering, dated the date of closing under the underwriting
     agreement), signed by the independent public accountants who have issued an
     audit report on the Company's financial statements included in the
     registration statement, subject to such seller having executed and
     delivered to the independent public accountants such certificates and
     documents as such accountants shall reasonably request and provided that
     such accountants shall be permitted by the standards applicable to
     certified public accountants to deliver a "comfort" letter to such seller,

covering substantially the same matters with respect to the registration
statement (and the prospectus included therein) and, in the case of such
accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to the underwriters in underwritten public
offerings of securities;

          (g)   (i) promptly notify each holder of Registrable Securities
covered by such registration statement if such registration statement, at the
time it or any amendment thereto became effective, contained (x) an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not misleading upon
discovery by the Company of such material misstatement or omission or (y) upon
discovery by the Company of the happening of any event as a result of which the
Company believes there would be such a material misstatement or omission and, as
promptly as practicable, prepare and file with the Securities and Exchange
Commission a post-effective amendment to such registration statement and use
best efforts to cause such post-effective amendment to become effective as
promptly as practicable such that such registration statement, as so amended,
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to

                                       13



make the statements therein not misleading, and (ii) notify each holder of
Registrable Securities covered by such registration statement, at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act, if the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in light of the circumstances under which they were
made, upon discovery by the Company of such material misstatement or omission or
upon discovery by the Company of the happening of any event as a result of which
the Company believes there would be a material misstatement or omission, and, as
promptly as is practicable, prepare and furnish to such holder a reasonable
number of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such securities,
such prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, in light of the circumstances under which
they were made;

          (h)   otherwise use its best efforts to comply with all applicable
rules and regulations of the Securities and Exchange Commission, and make
available to its security holders, as soon as reasonably practicable, an
earnings statement of the Company (complying with the provisions of Section
11(a) of the Securities Act and Rule 158 under the Securities Act) covering the
period of at least 12 months, but not more than 18 months, beginning with the
first month after the effective date of the registration statement;

          (i)   notify each seller of any securities covered by such
registration statement (i) when such registration statement, or any
post-effective amendment to such registration statement, shall have become
effective, or any amendment of or supplement to the prospectus used in
connection therewith shall have been filed, (ii) of any request by the
Securities and Exchange Commission to amend such registration statement or to
amend or supplement such prospectus or for additional information, (iii) of the
issuance by the Securities and Exchange Commission of any stop order suspending
the effectiveness of such registration statement or of any order preventing or
suspending the use of any preliminary prospectus, and (iv) of the suspension of
the qualification of such securities for offering or sale in any jurisdiction,
or of the institution of any proceedings for any of such purposes;

          (j)   use its best efforts (i) (A) to list such securities on any
securities exchange on which the Common Stock is then listed or, if no Common
Stock is then listed, on an exchange selected by the Company, if such listing is
then permitted under the rules of such exchange or (B) if such listing is not
practicable or the Board determines that quotation as a NASDAQ National Market
System security is preferable, to secure designation of such securities as a
NASDAQ "national market system security" within the meaning of Rule 11Aa2-1
under the Exchange Act or, failing that, to secure NASDAQ authorization for such
securities, and, without limiting the foregoing, to arrange for at least two
market makers to register as such with respect to such securities with the NASD,
and (ii) to provide and cause to be maintained a transfer agent and registrar
for such Registrable Securities not later than the effective date of such
registration statement;

          (k)   use its best efforts to obtain the lifting of any stop order
that might be issued suspending the effectiveness of such registration statement
or of any order preventing or suspending the use of any preliminary prospectus
or suspending the qualification of any

                                       14



securities included in such registration statement for sale in any jurisdiction,
provided that if the Company is unable to obtain the lifting of any such stop
order in connection with a registration pursuant to Section 3.1(a), the request
for registration shall not be deemed exercised for purposes of determining
whether such registration has been effected for purposes of Section 3.1(a) or
3.1(c).

          (l)   enter into such customary agreements and take all such other
actions as the holders of a majority of the Registrable Securities may
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities (including, without limitation, effecting a stock split
or a combination of shares); provided, that no holder of Registrable Securities
shall have any indemnification obligations inconsistent with Section 3.7 hereof;

          (m)   make available for inspection by any seller of Registrable
Securities, any underwriter participating in any disposition pursuant to such
registration statement and any attorney, accountant or other agent retained by
any such seller or underwriter, material financial and other records, pertinent
corporate documents and properties of the Company, and cause the Company's
officers, directors, employees and independent accountants to supply all
information, and participate in due diligence sessions, in each case reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement;

          (n)   permit any holder of Registrable Securities which holder, in its
sole and exclusive judgment, might be deemed to be an underwriter or a
controlling person of the Company, to participate in the preparation of such
registration or comparable statement and to require the insertion therein of
material, furnished to the Company in writing, which in the reasonable judgment
of such holder and its counsel and the Company and its counsel should be
included; and

          (o)   use its commercially reasonable best efforts to cause such
Registrable Securities covered by such registration statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the sellers thereof to consummate the disposition of such
Registrable Securities.

     The Company may require each seller of any securities as to which any
registration is being effected to furnish to the Company such information
regarding such seller and the distribution of such securities as the Company may
from time to time reasonably request in writing and as shall be required by law
in connection therewith. Each such holder agrees to furnish promptly to the
Company all information required to be disclosed in order to make the
information previously furnished to the Company by such holder not materially
misleading.

     The Company agrees not to file or make any amendment to any registration
statement with respect to any Registrable Securities, or any amendment of or
supplement to the prospectus used in connection therewith, which refers to any
seller of any securities covered thereby by name, or otherwise identifies such
seller as the holder of any securities of the Company, without

                                       15



the consent of such seller, such consent not to be unreasonably withheld, unless
such disclosure is required by law, in which case (i) such seller shall be
promptly informed of any impending filing or amendment and (ii) no such consent
shall be required.

     By acquisition of Registrable Securities, each holder of such Registrable
Securities shall be deemed to have agreed that upon receipt of any notice from
the Company pursuant to Section 3.3(g), such holder will promptly discontinue
such holder's disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such holder's receipt of
the copies of the supplemented or amended prospectus contemplated by Section
3.3(g). If so directed by the Company, each holder of Registrable Securities
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, in such holder's possession of the prospectus covering
such Registrable Securities at the time of receipt of such notice. In the event
that the Company shall give any such notice, the period mentioned in Section
3.3(b) shall be extended by the number of days during the period from and
including the date of the giving of such notice to and including the date when
each seller of any Registrable Securities covered by such registration statement
shall have received the copies of the supplemented or amended prospectus
contemplated by Section 3.3(g).

     Although shares of Class A Common Stock issuable upon the exercise of
options and shares of Class B Common Stock are included in the definition of
Registrable Securities, the Company shall, in respect of any such Registrable
Securities requested to be registered pursuant hereto, be required to include in
any registration statement only shares of Class A Common Stock issuable upon
conversion of or pursuant to such Registrable Securities and only if the Company
has received assurances, reasonably satisfactory to it, in the case of shares
issuable upon exercise of options, that such options will be exercised and in
the case of Class B Common Stock that such Registrable Securities will be
converted into shares of Class A Common Stock, in each case, promptly after such
registration statement has become effective or the sale to an underwriter has
been consummated so that only Class A Common Stock shall be distributed to the
public under such registration statement.

     Notwithstanding any other provision of this Agreement, the parties hereto
acknowledge that the Company shall have no obligation to prepare or file any
registration statement prior to the time that financial information required to
be included therein is available for inclusion therein; provided, that the
Company shall use its best efforts to cause such financial information to be
available on a timely basis.

     3.4  Underwritten Offerings. The provisions of this Section 3.4 do not
establish additional registration rights but instead set forth procedures
applicable, in addition to those set forth in Sections 3.1 through 3.3, to any
registration which is an underwritten offering.

          (a)   Underwritten Offerings Exclusive. Whenever a registration
requested pursuant to Section 3.1(a) is for an underwritten offering, only
securities which are to be distributed by the underwriters may be included in
the registration. No Person may participate in

                                       16



any registration hereunder which is underwritten unless such Person (a) agrees
to sell such Person's securities on the basis provided in any underwriting
arrangements reasonably approved by the Person or Persons entitled hereunder to
approve such arrangements pursuant to this Section 3.3 (which will include the
making of representations and warranties and the granting of indemnification
rights customary for a selling stockholder in the circumstances of such Person),
and (b) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents that are standard and
customary for similarly situated Persons and are reasonably required under the
terms of such underwriting arrangements; provided, that no holder of Registrable
Securities included in any underwritten registration shall be required to make
any representations or warranties to the Company or the underwriters other than
representations and warranties regarding such holder and such holder's intended
method of distribution and no holder of Registrable Securities will have any
indemnification obligations inconsistent with Section 3.7 hereof.

          (b)   Underwriting Agreement. If requested by the underwriters for any
underwritten offering by holders of Registrable Securities pursuant to a
registration requested under Section 3.1(a), the Company (and, if thereby
requested by the holders of a majority of the Registrable Securities to be
registered, Remington) shall enter into an underwriting agreement with such
underwriters for such offering, such agreement to be reasonably satisfactory in
substance and form to the holders of a majority (by number of shares) of the
Registrable Securities to be covered by such registration and to the
underwriters and to contain such representations and warranties by the Company
(and, if requested, Remington) and such other terms and provisions as are
customarily contained in agreements of this type, including without limitation,
(i) indemnities to the effect and to the extent provided in Section 3.7, (ii)
provisions for the delivery of officers' certificates, (iii) opinions of counsel
and (iv) accountants' "comfort" letters and hold-back arrangements. The holders
of Registrable Securities to be distributed by such underwriters shall be
parties to such underwriting agreement and may, at their option, require that
any or all of the representations and warranties by, and the agreements on the
part of, the Company (and, if requested, Remington) to and for the benefit of
such underwriters be made to and for the benefit of such holders of Registrable
Securities and that any or all of the conditions precedent to the obligations of
such underwriters under such underwriting agreement shall also be conditions
precedent to the obligations of such holders of Registrable Securities. In the
event that any condition to the obligations under any such underwriting
agreement are not met or waived, and such failure to be met or waived is not
attributable to the fault of the selling stockholders requesting a demand
registration pursuant to Section 3.1(a), such request for registration shall not
be deemed exercised for purposes of determining whether such registration has
been effected for purposes of Section 3.1(a) or 3.1(c).

          (c)   Selection of Underwriters. Whenever a registration requested
pursuant to Section 3.1(a) is for an underwritten offering, the Company will
have the right to select the managing underwriters to administer the offering
and the managing underwriters shall be of nationally recognized standing, which
selection by the Company shall be subject to approval by holders of a majority
of the Registrable Securities proposed to be included in such registration

                                       17



and such approval shall not be unreasonably withheld. If the Company at any time
proposes to register any of its securities under the Securities Act for sale for
its own account and such securities are to be distributed by or through one or
more underwriters, the Company will have the right to select the managing
underwriters, and the managing underwriters shall be of nationally recognized
standing, which selection by the Company shall be subject to approval by holders
of a majority of the Registrable Securities proposed to be included in such
registration and such approval shall not be unreasonably withheld.

          (d)   Incidental Underwritten Offerings. Subject to the provisions of
the proviso to the first sentence of Section 3.2, if the Company at any time
proposes to register any of its equity securities under the Securities Act
(other than pursuant to Section 3.1 or pursuant to a Special Registration),
whether or not for its own account, and such securities are to be distributed by
or through one or more underwriters, the Company will give prompt written notice
to all holders of Registrable Securities of its intention to do so and will use
its best efforts, if requested by any holder of Registrable Securities, to
arrange for such underwriters to include the Registrable Securities to be
offered and sold by such holder among those to be distributed by such
underwriters. The holders of Registrable Securities to be distributed by such
underwriters shall be parties to the underwriting agreement between the Company
(and, if applicable, Remington) and such underwriters and may, at their option,
require that any or all of the representations and warranties by, and the other
agreements on the part of, the Company (and, if applicable, Remington) to and
for the benefit of such underwriters shall also be made to and for the benefit
of such holders of Registrable Securities and that any or all of the conditions
precedent to the obligations of the underwriters under such underwriting
agreement shall also be conditions precedent to the obligations of such holders
of Registrable Securities. Such holders of Registrable Securities shall not be
required to make any representations or warranties to or agreements with the
Company, Remington or the underwriters other than (i) representations,
warranties or agreements regarding such holder and such holder's intended method
of distribution and (ii) any other representations required by applicable law;
provided, that no holder of Registrable Securities shall have any
indemnification obligations inconsistent with Section 3.7 hereof.

          (e)   Hold Back Agreements. If and whenever the Company proposes to
register any of its equity securities under the Securities Act for its own
account (other than pursuant to a Special Registration), or is required to use
its best efforts to effect the registration of any Registrable Securities under
the Securities Act pursuant to Section 3.1 or 3.2, each holder of Registrable
Securities agrees by acquisition of such Registrable Securities not to effect
any public sale or distribution, including any sale pursuant to Rule 144, of any
equity securities of the Company or any securities convertible into or
exchangeable or exercisable for any equity securities of the Company (other than
as part of such public offering) during the 20 days prior to, and for the 180
days after, the effective date of such registration statement, or for such
shorter period as agreed (which agreement shall be equally applicable to all
holders of Registrable Securities) to by the underwriters of such public sale or
distribution. The Company agrees to cause each holder of any equity security, or
of any security convertible into or exchangeable or

                                       18



exercisable for any equity security, of the Company purchased from the Company
at any time (other than in a registered public offering of Common Stock) to
enter into a similar agreement with the Company. In no event shall the BRS Fund
or its Affiliate Transferees be subject to a longer lockup period than any other
holder of Registrable Securities. The Company further agrees not to effect
(other than pursuant to such registration or pursuant to a Special Registration)
any public sale or distribution, or to file any registration statement (other
than such registration or a Special Registration) covering any, of its equity
securities, or any securities convertible into or exchangeable or exercisable
for such securities, within 20 days prior to and 180 days after the effective
date of such registration statement or for such shorter period as agreed to by
the underwriters of such public sale or distribution.

          (f)   Cooperation. In connection with any underwritten offering that
includes any of the Registrable Securities, the Company shall participate fully,
and use its best efforts to cause its management to participate fully, in
efforts to sell the Registrable Securities under the offering (including,
without limitation, participating in "roadshow" meetings with prospective
investors) that would be customary for underwritten primary offerings of a
comparable amount of equity securities by the Company.

     3.5  Preparation; Reasonable Investigation. In connection with the
preparation and filing of each registration statement registering Registrable
Securities under the Securities Act, the Company will give the holders of such
Registrable Securities so to be registered and their underwriters, if any, and
their respective counsel and accountants the opportunity to participate in the
preparation of such registration statement, each prospectus included therein or
filed with the Securities and Exchange Commission, and each amendment thereof or
supplement thereto, and will give each of them such access to its books and
records and cause its officers, directors, employees and the independent public
accountants who have issued audit reports on its financial statements to supply
all information as shall be necessary, in the opinion of such holders' and such
underwriters' respective counsel or accountant, in connection with such
registration statement.

     3.6  Other Registrations. If and whenever the Company is required to use
its best efforts to effect the registration of any Registrable Securities under
the Securities Act pursuant to Section 3.1 or 3.2, and if such registration
shall not have been withdrawn or abandoned, the Company shall not be obligated
to and shall not effect any registration of any of its securities (including
Registrable Securities) under the Securities Act (other than a Special
Registration), whether of its own accord or at the request or demand of any
holder or holders of such securities, until a period of six months shall have
elapsed from the effective date of such previous registration in which at least
80% of the Registrable Securities requested to be included in such previous
registration were included; and the Company shall so provide in any registration
agreement with respect to any of its securities.

                                       19



     3.7  Indemnification.

          (a)   Indemnification by the Company. In the event of any registration
of any Registrable Securities under the Securities Act pursuant to Section 3.1
or 3.2, the Company will, and will cause each of its Subsidiaries to agree to,
indemnify and hold harmless each holder of such securities, its directors,
officers, principals, members, partners, agents, advisors, representatives,
affiliates and employees, each other person who participates as an underwriter,
broker or dealer in the offering or sale of such securities and each other
person, if any, who controls such holder or any such participating person within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, against any and all losses, claims, damages, expenses or
liabilities, joint or several ("Losses"), to which such holder or any such
director, officer, principals, members, partners, agents, advisors,
representatives, affiliates, employee, participating person or controlling
person may become subject under the Securities Act or otherwise (including,
without limitation, the reasonable fees and expenses of legal counsel incurred
in connection with any Loss), insofar as such Losses (or actions or proceedings
in respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of a fact contained in any registration statement under
which such securities were registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained therein or related
thereto, or any amendment or supplement thereto, together with any document
incorporated therein by reference, (ii) any omission or alleged omission to
state a fact required to be stated therein or necessary to make the statements
therein not misleading, or (iii) any violation or alleged violation by the
Company or any of its Subsidiaries of any federal, state, foreign or common law
rule or regulation and relating to action or inaction in connection with any
such registration, disclosure document or other document; and the Company will
reimburse such holder and each such director, officer, principals, members,
partners, agents, advisors, representatives, affiliates, employee, participating
person and controlling person for any legal or any other expenses reasonably
incurred by them in connection with investigating or defending any such Loss,
action or proceeding, provided that the Company shall not be liable in any such
case to a holder or participating person to the extent that any such Loss arises
out of or is based upon an untrue statement or omission made in such
registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by such holder or
participating person expressly for use in the preparation thereof or that arises
out of or is based on such holder's or participating person's failure to deliver
a copy of the registration statement or prospectus or any amendment or
supplement thereto after the Company has furnished such holder or participating
person with a sufficient number of same, and provided, further, that the Company
shall not be liable in any such case to a holder or a participating person to
the extent that any such Loss arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission in the prospectus,
if such untrue statement or alleged untrue statement or omission or alleged
omission is completely corrected in an amendment or supplement to the prospectus
and such holder or participating person of Registrable Securities thereafter
fails to deliver such prospectus as so amended or supplemented prior to or
concurrently with the sale of Registrable Securities to the person

                                       20



asserting such Loss after the Company had furnished such holder or participating
person with a sufficient number of copies of the same or if such holder or
participating person received notice from the Company of the existence of such
untrue statement or alleged untrue statement or omission or alleged omission and
such holder or participating person continued to dispose of Registrable
Securities prior to the time of the receipt of either (A) an amended or
supplemented prospectus which completely corrected such untrue statement or
omission or (B) a notice from the Company that the use of the existing
prospectus may be resumed. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such holder or
participating person or any such director, officer, employee, participating
person or controlling person and shall survive the transfer of such securities
by such holder or participating person.

          (b)   Indemnification by the Sellers. The Company may require, as a
condition to including any Registrable Securities in any registration statement
filed pursuant to Section 3.3, that the Company shall have received an
undertaking satisfactory to it from each of the prospective sellers of such
securities, to indemnify and hold harmless (in the same manner and to the extent
as set forth in Section 3.7(a)) the Company, each director of the Company, each
officer of the Company who shall sign such registration statement, each other
person who participates as an underwriter, broker or dealer in the offering or
sale of such securities and each other person, if any, who controls the Company
or any such participating person within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, against any and all Losses,
joint or several, to which the Company or any such director, officer,
principals, members, partners, agents, advisors, representatives, affiliates,
employee, participating person or controlling person may become subject under
the Securities Act or otherwise (including, without limitation, the reasonable
fees and expenses of legal counsel incurred in connection with any claim for
indemnity hereunder), insofar as such Losses (or actions or proceedings in
respect thereof) arise out of or are based upon any statement in or omission
from such registration statement, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereto, if such statement or
omission was made in reliance upon and in conformity with written information
furnished to the Company by such holder or participating person expressly for
use in the preparation of such registration statement, preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement, provided that the
liability of each such holder or participating person will (i) be individual,
not joint and several and (ii) be in proportion to and limited to the net amount
received by such seller (after deducting any underwriting discount and expenses)
from the sale of Registrable Securities pursuant to such registration statement.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Company or any such director, officer
or controlling person and shall survive the transfer of such securities by such
seller.

          (c)   Notices of Claims, etc. Promptly after receipt by an indemnified
party of notice of a claim or the commencement of any action or proceeding
involving a claim referred to in the preceding paragraphs of this Section 3.7,
such indemnified party will, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the latter of such

                                       21



claim or commencement of such action or proceeding, provided that the failure of
any indemnified party to give notice as provided therein shall not relieve the
indemnifying party of its obligations under the preceding paragraphs of this
Section 3.7 to the extent such failure has not prejudiced the indemnifying
party. In case any such claim, action or proceeding is made or brought against
an indemnified party, the indemnifying party will be entitled to participate
therein and to assume the defense thereof, jointly with any other indemnifying
party similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified 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 for
any legal or other expenses subsequently incurred by the latter in connection
with the defense thereof, provided that if such indemnified party and the
indemnifying party reasonably determine, based upon advice of their respective
independent counsel, that a conflict of interest may exist between the
indemnified party and the indemnifying party with respect to such claim, action
or proceeding and that it is advisable for such indemnified party to be
represented by separate counsel, such indemnified party may retain other
counsel, reasonably satisfactory to the indemnifying party, to represent such
indemnified party, and the indemnifying party shall pay all reasonable fees and
expenses of such counsel. No indemnifying party, in the defense of any such
claim, action, proceeding or litigation, shall, except with the consent of such
indemnified party, which consent shall not be unreasonably withheld, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or
litigation.

          (d)   Other Indemnification. Indemnification similar to that specified
in the preceding paragraphs of this Section 3.7 (with appropriate modifications)
shall be given by (i) the Company and each seller of Registrable Securities with
respect to any required registration or other qualification of such Registrable
Securities under any Federal or state law or regulation of governmental
authority other than the Securities Act and (ii) Remington upon request by the
holders of a majority of the Registrable Securities to be registered with
respect to any such registration or qualification, or any registration of such
securities under the Securities Act pursuant to Section 3.1 or 3.2.

          (e)   Other Remedies. If for any reason the foregoing indemnity under
Section 3.7(a), 3.7(b) or 3.7(d) is unavailable, or is insufficient to hold
harmless an indemnified party, other than by reason of the exceptions provided
therein, then the indemnifying party and the indemnified party under Section
3.7(a), 3.7(b) or 3.7(d) shall contribute to the amount paid or payable by the
indemnified party as a result of such Losses (i) in such proportion as is
appropriate to reflect the relative benefits received by the indemnifying party
on the one hand and the indemnified party on the other from the offering of
Registrable Securities (taking into account the portion of the proceeds of the
offering realized by each such party) or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law or provides a lesser sum to
the indemnified party than the amount hereinafter calculated, in such proportion
as is appropriate to reflect not only the relative benefits received by the
indemnifying party on the one

                                       22



hand and the indemnified party on the other but also the relative fault of the
indemnifying party and the indemnified party as well as any other relevant
equitable considerations. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. Any party's obligation to contribute pursuant to this Section
3.7(e) is several (in proportion to the relative value of their Registrable
Securities covered by a registration statement) and not joint with the
obligations of any other party. No party shall be liable for contribution under
this Section 3.7(e) except to the extent and under such circumstances as such
party would have been liable to indemnify under this Section 3.7 if such
indemnification were enforceable under applicable law.

          (f)   Officers and Directors. As used in this Section 3.7, the terms
"officers" and "directors" shall include the partners of the holders of
Registrable Securities which are partnerships.

          (g)   Indemnification Payments. The indemnification and contribution
required by this Section 3.7 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are
received or expense, loss, damage or liability is incurred; provided that in the
event it is ultimately determined that any amounts so paid were not subject to
indemnification or contribution hereunder, the recipient thereof shall promptly
return such amounts to payor thereof.

     3.8  No Other Registration Rights. The Company shall not, except as
provided in this Agreement, without the prior written consent of holders of at
least 66% (by number of shares) of the Registrable Securities, grant to any
Person (i) the right to request the Company to register any securities of the
Company, or any securities convertible or exchangeable into or exercisable for
such securities or (ii) any rights to the extent such rights conflict with, or
are adverse to, the rights of holders of the Registrable Securities.

     4.   Participation Rights. So long as any Registrable Securities remain
outstanding and a Public Market has not been established with respect to the
Common Stock, each of the C&D Fund and the BRS Fund (each, a "Fund") hereby
agrees not to make any sale or transfer of Common Stock owned by such Fund which
would constitute a Qualifying Sale, except pursuant to the following provisions
of this Section 4:

          (a)   Procedures for Qualifying Sales. At least 20 Business Days prior
to making any sale or transfer of Common Stock which would constitute a
Qualifying Sale, such Fund will deliver a written notice (the "Sale Notice") to
the Company and the holders of Registrable Securities (excluding the other Fund,
its Affiliate Transferees and Fund Distributees). The Sale Notice will fully
disclose the identity of the prospective transferee and the terms and conditions
of the proposed transfer, including the number of shares of Common Stock that
the prospective transferee is willing to purchase and the intended consummation
date of such Qualifying Sale. Such Fund agrees not to consummate any such
transfer until at least 20

                                       23



Business Days after the Sale Notice has been delivered to such holders, unless
such Fund has received notices from each such holder of Registrable Securities
indicating whether or not such holder has elected to participate in such
Qualifying Sale and the number of shares to be sold by each such holder so
electing to participate has been finally determined pursuant hereto prior to the
expiration of such 20 Business Day-period. The holders of Registrable Securities
may elect to participate in the contemplated sale by delivering written notice
to such Fund and the Company within 20 Business Days after their receipt of the
Sale Notice. If such a holder of Registrable Securities elects to participate in
such sale, such holder will be entitled to sell (pro rata on the basis of the
number of shares of Registrable Securities then held by such holder, unless all
such holders otherwise agree among themselves to a different allocation) in the
contemplated sale, at the same price and on the same terms, a number of shares
of Registrable Securities equal to the product of (i) the quotient determined by
dividing (A) the percentage of Registrable Securities then held by the holders
so electing to participate by (B) the aggregate percentage of the Registrable
Securities represented by the Registrable Securities then held by such Fund and
the holders of Registrable Securities so electing to participate plus the
aggregate number of Registrable Securities then held by other holders electing
to participate in such sale pursuant to the Shareholders Agreement and (ii) the
number of shares of Registrable Securities such transferee has agreed to
purchase in the contemplated sale (or, in the case of a "Qualifying Sale" within
the meaning of Section 4(b)(ii), the Excess Number of shares which such
transferee has agreed to purchase). Any Registrable Security proposed to be
included in any such contemplated sale that is not, but is convertible into,
Common Stock of the same class as that proposed to be sold by such Fund shall be
converted into Common Stock of such class prior to the time of the actual sale.

          (b)   Qualifying Sale Defined. The term "Qualifying Sale" shall mean,
in relation to each Fund, (i) any sale or transfer of Common Stock proposed to
be made by such Fund at any time after February 12, 2003 when such Fund has sold
or transferred in the aggregate at least the Qualifying Number of shares of
Common Stock or (ii) in the event that prior to the sale or transfer by such
Fund of an aggregate of the Qualifying Number of shares of Common Stock, such
Fund proposes to sell or transfer a number of shares of Common Stock after
February 12, 2003, which when combined with any prior sales or transfers of such
shares by such Fund exceeds the Qualifying Number, the sale or transfer of a
number of shares (the "Excess Number") equal to the excess of (A) the sum of any
shares previously sold or transferred by such Fund and the aggregate number of
shares proposed to be sold or transferred in such contemplated sale, over (B)
the Qualifying Number of shares. In determining whether there is a "Qualifying
Sale", equitable adjustments shall be made to reflect any stock split, stock
dividend, stock combination, recapitalization or similar transaction.

          (c)   Exclusion from Qualifying Sale. The obligation of each Fund and
the rights of the holders of Registrable Securities pursuant to this Section 4
will not apply to (i) any sale or transfer by such Fund pursuant to a
distribution to the public (whether pursuant to a registered public offering of
Common Stock or pursuant to Rule 144 or otherwise (but not pursuant to Rule 144A
under the Securities Act or any successor provision)), (ii) any sale or

                                       24



transfer by such Fund of Registrable Securities to any of its Affiliates
pursuant to Section 4(a)(i) of the Shareholders Agreement, (iii) any
distribution by such Fund of Registrable Securities to its Fund Distributees
pursuant to Section 4(a)(ii) of the Shareholders Agreement, (iv) any sale or
transfer by the BRS Fund, its Affiliate Transferees and Fund Distributees to the
C&D Fund or any of its Affiliates pursuant to Section 4(a)(vi) of the
Shareholders Agreement, and (v) any sale by such Fund of Registrable Securities
pursuant to Section 4(a)(vii) of the Shareholders Agreement. Any shares referred
to, or covered by any sale, transfer or distribution referred to, in the
preceding sentence shall not be included in the computation of "Qualifying
Sale."

          (d)   The only Registrable Securities eligible to participate in the
sale contemplated by Section 4(a) shall be shares of Class A Common Stock and
shares of Class B Common Stock.

          (e)   Public Market. In the event that a Public Market has been
established, the provisions of this Section 4 shall terminate and cease to have
further effect.

     5.   Take-Along Rights.

     5.1  Take-Along Notice. So long as the BRS Fund, together with its
Affiliate Transferees and Fund Distributees, hold a number of shares of Common
Stock equal to at least one-third of the Common Stock originally purchased by
the BRS Fund at the closing of the BRS Investment, if the BRS Fund intends to
effect a sale of more than 50% of the outstanding voting securities of the
Company that has been approved by the Company's board of directors (such sale, a
"Sale of the Company") to a third party (a "Buyer"), or if the BRS Fund,
together with its Affiliate Transferees and Fund Distributees, no longer hold a
number of shares of Common Stock equal to at least one-third of the Common Stock
originally purchased by the BRS Fund at the closing of the BRS Investment,
holders of a majority of the then outstanding Registrable Securities intend to
effect a Sale of the Company (the BRS Fund together with its affiliate
Transferees and Fund Distributees, or such holders of a majority of the then
outstanding Registrable Securities, the "Selling Holder"), and elects to
exercise its rights under this Section 5, the Selling Holder shall deliver
written notice (a "Take-Along Notice") to all the holders of Registrable
Securities other than the C&D Fund (collectively, the "Take-Along Holders"),
which notice shall (a) state (i) that the Selling Holder wishes to exercise its
rights under this Section 5 with respect to such transfer, (ii) the name and
address of the Buyer, (iii) the per share amount and form of consideration the
Selling Holder proposes to receive for its shares of Common Stock and (iv) the
terms and conditions of payment of such consideration and all other material
terms and conditions of such transfer, (b) contain an offer (the "Take-Along
Offer") by the Buyer to purchase from the Take-Along Holders a pro rata portion
of the outstanding capital stock of the Company held by the Take-Along Holders
(including their Registrable Securities) on and subject to the same terms and
conditions offered to the Selling Holder and (c) state the anticipated time and
place of the closing of the Sale of the Company (a "Section 5 Closing"), which
(subject to such terms and conditions) shall occur not fewer than five (5) days
nor more than two hundred and ten (210) days after the date such Take-Along
Notice is delivered, provided that if such

                                       25



Section 5 Closing shall not occur prior to the expiration of such 210-day
period, the Selling Holder shall be entitled to deliver another Take-Along
Notice with respect to such Sale of the Company.

     5.2  Conditions to Take-Along. Upon delivery of a Take-Along Notice, the
Take-Along Holders shall have the obligation to transfer a pro rata portion of
the outstanding capital stock of the Company held by the Take-Along Holders
(including their Registrable Securities) pursuant to the Take-Along Offer, as
the same may be modified from time to time, provided that the Selling Holder
transfers the same pro rata portion of the outstanding capital stock of the
Company held by the Selling Holder (including its Registrable Securities) to the
Buyer at the Section 5 Closing. Within 10 days of receipt of the Take-Along
Notice, each Take-Along Holders shall (a) execute and deliver to the Selling
Holder a power of attorney and a letter of transmittal and custody agreement in
favor of, and in form and substance satisfactory to, the Selling Holder
constituting (i) the BRS Fund, Bruckmann, Rosser, Sherrill & Co., L.L.C. or one
or more of their respective affiliates designated by the BRS Fund, where the
Selling Holder is the BRS Fund and/or any of its Affiliate Transferees or Fund
Distributees, or (ii) another Person nominated by the Selling Holder, where the
Selling Holder is composed of holders of a majority of the then outstanding
Registrable Securities (the "Custodian"), the true and lawful attorney-in-fact
and custodian for such Take-Along Holder, with full power of substitution, and
authorizing the Custodian to take such actions as the Custodian may deem
necessary or appropriate to effect the Sale of the Company to the Buyer, upon
receipt of the purchase price therefor at the Section 5 Closing, free and clear
of all security interests, liens, claims, encumbrances, charges, options,
restrictions on transfer, proxies and voting and other agreements of whatever
nature, and to take such other action as may be necessary or appropriate in
connection with such sale, including consenting to any amendments, waivers,
modifications or supplements to the terms of the sale (provided that the Selling
Holder also so consents, and sells and transfers its Registrable Securities on
the same terms as so amended, waived, modified or supplemented), (b) deliver to
the Selling Holder certificates representing shares of capital stock of the
Company (including Registrable Securities), together with all necessary duly
executed stock powers and (c) shall raise no objection to such sale or the
process pursuant to which the sale was conducted. Each Take-Along Holder will
take all other necessary actions in connection with the consummation of the Sale
of the Company, including without limitation, executing any applicable purchase
agreement and exercising any outstanding options held by such Take-Along Holder,
provided that such Take-Along Holder is required to participate in such Sale of
Company only on the same terms and conditions as the Selling Holder.

     5.3  Remedies. Each Take-Along Holder acknowledges that the Selling Holder
would be irreparably damaged in the event of a breach or a threatened breach by
such Take-Along Holder of any of its obligations under this Section 5 and such
Take-Along Holder agrees that, in the event of a breach or a threatened breach
by such Take-Along Holder of any such obligation, the Selling Holder shall, in
addition to any other rights and remedies available to it, in respect of such
breach, be entitled to an injunction from a court of competent jurisdiction
granting it specific performance by such Take-Along Holder of its obligations
under this Section 5. In the

                                       26



event that the Selling Holder shall file suit to enforce the covenants contained
in this Section 5 (or obtain any other remedy in respect of any breach thereof),
the prevailing party in the suit shall be entitled to recover, in addition to
all other damages to which it may be entitled, the costs incurred by such party
in conducting the suit, including reasonable attorney's fees and expenses.

     5.4  Public Market. In the event that a Public Market has been established,
the provisions of this Section 5 shall terminate and cease to have further
effect.

     6.   Miscellaneous.

     6.1  Rule 144; Legended Securities; etc. If the Company shall have filed a
registration statement pursuant to the requirements of Section 12 of the
Exchange Act or a registration statement pursuant to the requirements of the
Securities Act relating to any class of equity securities (other than a
registration statement pursuant to a Special Registration) the Company covenants
that it will file the reports required to be filed by it under the Securities
Act and the Exchange Act and the rules and regulations adopted by the Securities
and Exchange Commission thereunder (or, if the Company is not required to file
such reports, it will, upon the request of any holder of Registrable Securities,
make publicly available such information as necessary to permit sales pursuant
to Rule 144), and will take such further action as any holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell shares of Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (a) Rule 144, as such Rule may be amended from time to time, or (b)
any successor rule or regulation hereafter adopted by the Securities and
Exchange Commission.

     The Company agrees that it will not issue new certificates for shares of
Registrable Securities without a legend restricting further transfer unless such
shares have been sold to the public pursuant to an effective registration
statement under the Securities Act or Rule 144, or unless otherwise permitted
under the Securities Act and the holder of such shares expressly so requests in
writing.

     6.2  Amendments and Waivers. This Agreement may be amended, and the Company
may take any action herein prohibited, or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to act, of the holder or
holders of at least a majority (by number of shares) of the Registrable
Securities. Each holder of any Registrable Securities at the time or thereafter
outstanding shall be bound by any consent authorized by this Section 6.2,
whether or not such Registrable Securities shall have been marked to indicate
such consent.

     6.3  Nominees for Beneficial Owners. In the event that any Registrable
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election and unless notice is otherwise
given to the Company by the record owner, be treated as the holder of such
Registrable Securities for purposes of any request or other action by any

                                       27



holder or holders of Registrable Securities pursuant to this Agreement or any
determination of any number or percentage of shares of Registrable Securities
held by any holder or holders of Registrable Securities contemplated by this
Agreement. If the beneficial owner of any Registrable Securities so elects, the
Company may require assurances reasonably satisfactory to it of such owner's
beneficial ownership of such Registrable Securities.

     6.4  Successors, Assigns and Transferees. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns. In addition, and whether or not any express
assignment shall have been made, the provisions of this Agreement which are for
the benefit of the parties hereto other than the Company shall also be for the
benefit of and enforceable by any subsequent holder of any Registrable
Securities, subject to the provisions respecting the minimum numbers or
percentages of shares of Registrable Securities required in order to be entitled
to certain rights, or take certain actions, contained herein.

     6.5  Notices. All notices, requests, demands or other communications
provided for hereunder shall be in writing and shall be deemed to have been duly
given to any party (a) when delivered personally (by courier service or
otherwise), (b) when delivered by facsimile and confirmed by receipt of the
proper facsimile confirmation, (c) five days after being mailed by first class
mail, postage prepaid (registered or certified mail, return receipt requested),
(d) when receipt acknowledged, if telecopied, or (e) the next business day after
timely delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery, in each case to the applicable address set forth beneath its
name on the schedules hereto, or to such other address as such party may have
designated to the Company in writing, or if to any other holder of Registrable
Securities at the address of such holder in the stock record books of the
Company, and if to the Company or the C&D Fund to the following addresses:

                (i)   if to the Company, to:

                      RACI Holding, Inc.
                      c/o Remington Arms Company, Inc.
                      870 Remington Drive
                      P.O. Box 700
                      Madison, North Carolina  27025-0700
                      Fax Number: (336) 548-7779
                      Attention: Chief Executive Officer

                (ii)  if to the C&D Fund, to:

                      The Clayton & Dubilier Private Equity
                        Fund IV Limited Partnership
                      270 Greenwich Avenue
                      Greenwich, Connecticut  06830

                                       28



                      Attention:  Clayton & Dubilier Associates IV
                                   Limited Partnership
                                  Attention: Joseph L. Rice, III

or at such other address or addresses as the C&D Fund may have designated in
writing to each holder of Registrable Securities at the time outstanding. Copies
of any notice or other communication given under the Agreement shall also be
given to:

                      Clayton, Dubilier & Rice, Inc.
                      375 Park Avenue
                      New York, New York  10152
                      Fax Number: (212) 893-7050
                      Attention: Michael G. Babiarz

                      and

                      Debevoise & Plimpton
                      919 Third Avenue
                      New York, New York  10022
                      Fax Number: (212) 909-6836
                      Attention: Paul S. Bird, Esq.

                (iii) if to the BRS Fund to:

                      Bruckmann, Rosser, Sherrill & Co. II, L.P.
                      c/o Bruckmann, Rosser, Sherrill & Co., Inc.
                      126 East 56th Street
                      New York, New York 10022
                      Fax Number: (212) 521-3799
                      Attention: Stephen C. Sherrill

or at such other address or addresses as the BRS Fund may have designated in
writing to each holder of Registrable Securities at the time outstanding. Copies
of any notice or other communication given under the Agreement shall also be
given to:

                      Kirkland & Ellis
                      Citigroup Center
                      153 East 53rd Street
                      New York, New York 10022-4675
                      Fax Number:  (212) 446-4900
                      Attention:  Kim Taylor, Esq.

                                       29



     6.6  Descriptive Headings. The descriptive headings of the several sections
and paragraphs of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.

     6.7  Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the
internal laws of the State of New York without regard to principles of conflicts
of laws.

     6.8  Time of the Essence Computation of Time. Time is of the essence for
each and every provision of this Agreement. Whenever the last day for the
exercise of any privilege or the discharge of any duty hereunder shall fall upon
a day which is not a business day, the party having such privilege or duty may
exercise such privilege or discharge such duty on the next succeeding day which
is a regular business day.

     6.9  Entire Agreement. Except as otherwise specifically provided in this
Agreement, this Agreement embodies the complete agreement and understanding
among the parties hereto with respect to the subject matter hereof and
supersedes and pre-empts any prior understandings, agreements or representations
by or among the parties, written or oral, including the Original Agreement,
which may have related to the subject matter hereof in any way.

     6.10 Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, and by different parties on separate counterparts, each of
which shall be deemed an original, but all of such counterparts shall together
constitute one and the same instrument.

     6.11 No Inconsistent Agreements. The Company will not hereafter enter into
any agreement with respect to its securities which is inconsistent with the
rights granted to the holders of Registrable Securities by this Agreement.

     6.12 Severability. Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.

     6.13 Remedies; Attorneys' Fees. Each holder of Registrable Securities, in
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, will be entitled to specific performance of
its rights under this Agreement. The Company agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach by it
of any provision of this Agreement and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be adequate. In any
action or proceeding brought to enforce any provision of this Agreement, the
successful party shall be entitled to recover reasonable attorneys' fees in
addition to its costs and expenses and other available remedy.

                                       30



     6.14 Stock Splits, etc. Each holder of Registrable Securities agrees that
it will vote to effect a stock split or combination with respect to any
Registrable Securities in connection with any registration of such Registrable
Securities hereunder, if the managing underwriter shall advise the Company in
writing (or, in connection with an offering that is not underwritten, if an
investment banker of national standing shall advise the Company in writing) that
in their or its opinion such a stock split or combination would facilitate or
increase the likelihood of success of the offering. Each holder of Registrable
Securities agrees that any number of shares of Common Stock referred to in this
Agreement shall be equitably adjusted to reflect any stock split, stock
dividend, stock combination, recapitalization or similar transaction.

     6.15 Term. This Agreement shall be effective as of the date hereof and
shall continue in effect thereafter until the earliest of (a) its termination by
the consent of the parties hereto or their respective successors in interest,
(b) the date on which no Registrable Securities remain outstanding and (c) the
dissolution, liquidation or winding up of the Company.

     6.16 No Third Party Beneficiaries. Except as provided in Sections 1(i),
3.7, 4 and 5.1, nothing in this Agreement shall confer any rights upon any
Person other than the parties and each such party's respective heirs, successors
and permitted assigns.

     6.17 Consent to Jurisdiction. Each party irrevocably submits to the
exclusive jurisdiction of (a) the Supreme Court of the State of New York, New
York County, and (b) the United States District Court for the Southern District
of New York, for the purposes of any suit, action or other proceeding arising
out of this Agreement or any transaction contemplated hereby (and agrees not to
commence any such suit, action or proceeding except in such courts). Each party
further agrees that service of any process, summons, notice or document by U.S.
registered mail to such party's respective address set forth above shall be
effective service of process for any such suit, action or proceeding. Each party
irrevocably and unconditionally waives any objection to the laying of venue of
any such suit, action or proceeding in (i) the Supreme Court of the State of New
York, New York County, and (ii) the United States District Court for the
Southern District of New York, that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum.

     6.18 Waiver of Jury Trial. Each party hereby waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in respect
of any suit, action or proceeding arising out of this Agreement or any
transaction contemplated hereby. Each party (a) certifies that no
representative, agent or attorney of any other party has represented, expressly
or otherwise, that such other party would not, in the event of litigation, seek
to enforce the foregoing waiver and (b) acknowledges that it and the other
parties have been induced to enter into the Agreement by, among other things,
the mutual waivers and certifications in this Section 6.18.

                                       31



     IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or
caused this Agreement to be executed on its behalf as of the date first written
above.

                                   RACI HOLDING, INC.

                                   By: /s/ Mark A. Little
                                      ------------------------------------------
                                   Name: Mark A. Little
                                   Title: Chief Financial Officer

                                   THE CLAYTON & DUBILIER PRIVATE EQUITY
                                   FUND IV LIMITED PARTNERSHIP

                                   By:  Clayton & Dubilier Associates IV Limited
                                        Partnership, its general partner

                                   By: /s/ Donald J. Gogel
                                      ------------------------------------------
                                   Name: Donald J. Gogel
                                   Title: General Partner

                                   BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P.

                                   By:  BRSE, LLC, its general manager

                                   By: /s/ Stephen Sherrill
                                      ------------------------------------------
                                   Name: Stephen Sherrill
                                   Title: Managing Director

                                       32



Acknowledgment and Consent

The undersigned hereby acknowledges,
consents to and agrees to perform all of
the obligations relating to the
undersigned arising under or
contemplated by Sections 3.4(b) and 3.7
of the foregoing Agreement, and any
similar obligations that it may be
requested to undertake in connection
with any offering and issuance of equity
securities by RACI Holding, Inc.

REMINGTON ARMS COMPANY, INC.

By: /s/ Samuel G. Grecco
   --------------------------------
Name:  Samuel G. Grecco
Title: Secretary

                                       33

EX-10.12

                                                                  EXECUTION COPY

                                                                   EXHIBIT 10.12

================================================================================

                               RACI HOLDING, INC.

                                   ----------

                             SHAREHOLDERS AGREEMENT

                                   ----------

                          Dated as of February 12, 2003

================================================================================



                                Table of Contents



                                                                                  Page
                                                                                  ----
                                                                                 
ARTICLE I.

BOARD OF DIRECTORS...................................................................2
   Section 1.1.       Composition....................................................2
   Section 1.2.       Nominees.......................................................2
   Section 1.3.       Removal and Replacement of Nominees............................4
   Section 1.4.       Fees and Expenses..............................................6
   Section 1.5.       Chairperson of the Holding Board...............................6
   Section 1.6.       Remington's Board of Directors.................................6

ARTICLE II.

COMMITTEES OF THE BOARDS.............................................................7
   Section 2.1.       Executive Committee............................................7
   Section 2.2.       Other Committees...............................................7

ARTICLE III.

VOTING                8
   Section 3.1.       Stockholder Approval...........................................8
   Section 3.2.       Board Approval.................................................9

ARTICLE IV.

RESTRICTIONS ON DISPOSITION.........................................................11
   Section 4.1.       Restrictions on Disposition...................................11
   Section 4.2.       Right of First Offer on Sales of Common Stock.................15
   Section 4.3.       Tag-Along Rights..............................................17
   Section 4.4.       Sale of the Company...........................................18
   Section 4.5.       Right of First Offer on Sale of RACI Senior Notes.............21

ARTICLE V.

PRE-EMPTIVE RIGHTS..................................................................22
   Section 5.1.       Subscription Offer............................................22
   Section 5.2.       Acceptance of Subscription Offer..............................23
   Section 5.3.       Closing of Subscription Offer.................................23
   Section 5.4.       Issuance to a Third Party.....................................24
   Section 5.5.       Excluded Issuance.............................................24
   Section 5.6.       Extension to Obtain Governmental Approvals....................24
   Section 5.7.       Assignment....................................................24


                                        i



                                Table of Contents
                                   (continued)



                                                                                  Page
                                                                                  ----
                                                                                 
ARTICLE VI.

INFORMATION, ACCESS, ETC............................................................25
   Section 6.1.       Information Rights and Access.................................25
   Section 6.2.       Repurchases from Employees....................................25
   Section 6.3.       Confidentiality...............................................25
   Section 6.4.       Additional Information........................................26
   Section 6.5.       RACI Senior Notes.............................................27

ARTICLE VII.

CERTAIN DEFINITIONS.................................................................27
   Section 7.1.       Definitions...................................................27

ARTICLE VIII.

MISCELLANEOUS.......................................................................33
   Section 8.1.       By-Laws and Certificate of Incorporation; Amendments..........33
   Section 8.2.       Notices.......................................................33
   Section 8.3.       Severability..................................................35
   Section 8.4.       Term..........................................................35
   Section 8.5.       Headings......................................................36
   Section 8.6.       Entire Agreement..............................................36
   Section 8.7.       Counterparts..................................................36
   Section 8.8.       Governing Law.................................................36
   Section 8.9.       Assignment....................................................36
   Section 8.10.      Binding Effect; No Third Party Beneficiaries..................36
   Section 8.11.      Amendment; Waivers, etc.......................................36
   Section 8.12.      Consent to Jurisdiction.......................................37
   Section 8.13.      Waiver of Jury Trial..........................................37


                                       ii



                                                                  EXECUTION COPY

                             SHAREHOLDERS AGREEMENT

     SHAREHOLDERS AGREEMENT, dated as of February 12, 2003, among RACI Holding,
Inc., a Delaware corporation ("Holding"), The Clayton & Dubilier Private Equity
Fund IV Limited Partnership, a Connecticut limited partnership ("C&D Fund IV"),
and Bruckmann, Rosser & Sherrill Co. II, L.P., a Delaware limited partnership
("BRS Fund II", and each of C&D Fund IV and BRS Fund II, a "Shareholder", and
together, the "Shareholders"). Capitalized terms used in this Agreement have the
meanings set forth in Article VII.

                              W I T N E S S E T H:

     WHEREAS, pursuant to an Investment Agreement, dated as of December 19, 2002
(the "Investment Agreement"), by and among Holding, C&D Fund IV and BRS Fund II,
pursuant to which Holding has issued to BRS Fund II, and BRS Fund II has
purchased from Holding, as of the date of this Agreement, 135,954 shares of
Common Stock for a cash purchase price equal to $220.31 per share (the "Share
Purchase Price") for an aggregate purchase price of $29,952,025 (the
"Investment");

     WHEREAS, in connection with the Investment, Holding repurchased (the
"Repurchase") 722,981 of its outstanding shares of Common Stock for a
combination of cash, senior notes of Holding with an interest rate of 12% (the
"RACI A Senior Notes") and senior notes of Holding with an interest rate of 15%
(the "RACI B Senior Notes", and together with the RACI A Senior Notes, the "RACI
Senior Notes");

     WHEREAS, following the consummation of the Investment and the Repurchase,
C&D Fund IV owns 28.8% and BRS Fund II owns 66.4% of the issued and outstanding
shares of Common Stock, and C&D Fund IV owns all of the RACI Senior Notes;

     WHEREAS, Holding owns all of the issued and outstanding capital stock of
Remington Arms Company, Inc., a Delaware corporation ("Remington", and together
with Holding, the "Companies" and individually, a "Company"); and

     WHEREAS, it is a condition to the closing of the Investment that the
parties enter into this Agreement to set forth (i) their rights and obligations
with respect to the Companies, and (ii) certain restrictions on the
transferability of the Common Stock;

     NOW, THEREFORE, in consideration of the mutual agreements contained in this
Agreement, the parties hereby agree as follows:



                                   ARTICLE I.

                               BOARD OF DIRECTORS.

     Section 1.1.   Composition.

     The directors of Holding will be nominated and elected in accordance with
this Agreement and the By-Laws of Holding. The number of directors for the board
of directors of Holding (the "Holding Board") provided in its By-Laws shall be
12 directors initially, provided that:

     (a)  the number of directors shall be reduced to 11 directors upon the
first vacancy that is created by the death, resignation or removal of an Initial
Independent Director; and

     (b)  following the occurrence of an Ownership Change Event, the number of
directors shall be increased to such number so that holders of a majority of the
then outstanding shares of Common Stock may appoint, remove and replace a
majority of the members of Holding's Board, including the Initial Independent
Directors, their replacements and any new director nominated to fill a vacancy
created by the resignation of any Named Existing Director.

     Section 1.2.   Nominees.

     (a)  C&D Fund IV has the right to nominate to the Holding Board (i) two
members for so long as C&D Fund IV owns, together with shares of Common Stock
owned by its Affiliate Transferees and Fund Distributees, in the aggregate at
least 10% of the then outstanding shares of Common Stock, and (ii) one member
for so long as C&D Fund IV owns, together with the shares of Common Stock owned
by its Affiliate Transferees and Fund Distributees, in the aggregate at least 1%
but less than 10% of the then outstanding shares of Common Stock. The initial
nominees of C&D Fund IV are Michael G. Babiarz and Thomas E. Ireland, both of
whom are currently directors of Holding.

     (b)  BRS Fund II has the right to nominate to the Holding Board (i) two
members for so long as BRS Fund II owns, together with the shares of Common
Stock owned by its Affiliate Transferees and Fund Distributees, in the aggregate
at least 10% of the then outstanding shares of Common Stock, and (ii) one member
for so long as BRS Fund II owns, together with the shares of Common Stock owned
by its Affiliate Transferees and Fund Distributees, in the aggregate at least 1%
but less than 10% of the then outstanding shares of Common Stock. The initial
nominees of BRS Fund II are Stephen C. Sherrill and Harold O. Rosser.

                                        2



     (c)  In relation to B. Charles Ames, Hubbard C. Howe, Leon J. Hendrix, Jr.
and Thomas L. Millner, all of whom are currently directors of Holding (each, a
"Named Existing Director"):

          (i)    (1) Each of Messrs. Ames, Howe and Hendrix will be nominated
     for election to the Holding Board in accordance with the By-Laws of Holding
     for so long as he owns (together with the shares of Common Stock owned by
     his Related Persons) at least 1% of the then outstanding shares of Common
     Stock and (2) Mr. Millner will be nominated for election to the Holding
     Board in accordance with the By-Laws of Holding for so long as he remains
     the Chief Executive Officer of Holding;

          (ii)   If a vacancy is created by the resignation, removal or death of
     any Named Existing Director:

                 (1)  at any time prior to the occurrence of an Ownership Change
          Event, the Shareholders will mutually agree upon the person to be
          nominated to fill the vacancy; and

                 (2)  following the occurrence of an Ownership Change Event,
          such vacancy will be filled by the person nominated by holders of a
          majority of the then outstanding shares of Common Stock;

          (iii)  If any of the Named Existing Directors is not required to be
     nominated in accordance with Section 1.2(c)(i), then:

                 (1)  at any time prior to the occurrence of an Ownership Change
          Event, the Shareholders will mutually agree upon the person to be
          nominated to fill the seat occupied by such Named Existing Director;
          and

                 (2)  following the occurrence of an Ownership Change Event,
          such vacancy will be filled by the person nominated by holders of a
          majority of the then outstanding shares of Common Stock;

     (d)  In relation to the four remaining seats of the Holding Board and any
additional seat that may be created by the increase in the number of directors
of the Holding Board, which increase has been consented to by both Shareholders
under Section 3.1(d)(iv) (the "Independent Directors"):

          (i)    Prior to the occurrence of an Ownership Change Event, the
     Shareholders will mutually agree upon the persons to be nominated for
     election as Independent Directors;

                                        3



          (ii)   Following the occurrence of an Ownership Change Event, such
     vacancy shall be filled by the person nominated by holders of a majority of
     the then outstanding shares of Common Stock; and

          (iii)  The initial Independent Directors are Bobby R. Brown,
     Richard A. Gilleland, Richard E. Heckert and H. Norman Schwarzkopf, all of
     whom are currently directors of Holding (collectively, the "Initial
     Independent Directors").

     (e)  Any new director proposed to fill a vacancy created by an increase in
the number of directors of the Holding Board under Section 1.1(b) will be
nominated by holders of a majority of the then outstanding shares of Common
Stock.

     (f)  Subject to Section 1.3, each of Holding, BRS Fund II and C&D Fund IV
agrees to take all necessary actions within its power, including attending
meetings in person or by proxy for purposes of obtaining a quorum and voting
shares of Common Stock owned by it or any of its Affiliate Transferees or Fund
Distributees or executing a written consent in lieu thereof, to cause to be
elected to the Holding Board:

          (i)    each person whom C&D Fund IV or BRS Fund II is entitled to
     nominate to such Board under Section 1.2(a) and Section 1.2(b),
     respectively;

          (ii)   in relation to the Named Existing Directors, (1) in the case of
     each of Messrs. Ames, Howe and Hendrix, for so long as such person owns
     (together with the shares of Common Stock owned by his Related Persons) at
     least 1% of the then outstanding shares of Common Stock, and (2) in the
     case of Thomas L. Millner, for so long as he remains the Chief Executive
     Officer of Holding; and

          (iii)  each other nominee required to be mutually agreed upon by the
     Shareholders under this Section 1.2.

     Section 1.3.   Removal and Replacement of Nominees.

     (a)  In relation to the removal of directors of Holding:

          (i)    Any party with the unilateral right to nominate a director
     under Section 1.2 will have the exclusive right to remove its nominated
     directors, with or without cause, and to fill any vacancy caused by the
     removal, resignation or death of its nominees and Section 1.2 will apply
     with respect to the nomination and election of a nominee to fill the
     vacancy;

          (ii)   No director whose nomination is required to be mutually agreed
     by the Shareholders may be removed, with or without cause, except with the
     mutual agreement of the Shareholders, and the Shareholders will mutually
     agree upon the person to be nominated to fill any vacancy caused by the
     removal, resignation or

                                        4



     death of such director and Section 1.2 will apply with respect to the
     nomination and election of a nominee to fill such vacancy;

          (iii)  Only the Shareholders acting together may remove by mutual
     agreement any Named Existing Director required to be nominated under
     Section 1.2(c)(i), with or without cause; and

          (iv)   All other directors may be removed by holders of a majority of
     the then outstanding shares of Common Stock, by action of the stockholders
     of Holding.

     (b)  Each party agrees to promptly take all necessary actions within its
power, including attending meetings in person or by proxy for purposes of
obtaining a quorum and voting any shares of Common Stock owned by it or any of
its Affiliate Transferees or Fund Distributees or executing a written consent in
lieu thereof, to cause:

          (i)    the removal from the Holding Board of any director nominated by
     a party or parties under Section 1.2 by action of the stockholders of
     Holding if such party or parties exercise its or their right to remove such
     director under Section 1.3(a);

          (ii)   the removal from the Holding Board of any Named Existing
     Director whom the Shareholders have agreed to remove under Section
     1.3(a)(iii); and

          (iii)  the election or appointment of any candidate of a party with
     the right to nominate the director under Section 1.2 to fill a vacancy
     created by removal, resignation or death of such director.

     (c)  No party may vote, or give any consent, in favor of the removal as a
director of any Company of:

          (i)    any candidate nominated by a party for election as a director
     in accordance with Section 1.2(a) or Section 1.2(b) without the prior
     written consent of such party;

          (ii)   any candidate for election as a director required to be
     mutually agreed by the Shareholders without the prior written consent of
     each Shareholder; and

          (iii)  any Named Existing Director required to be nominated under
     Section 1.2(c)(i) without the prior written consent of each Shareholder.

                                        5



     (d)  No party may give any proxy with respect to shares of the capital
stock of Holding entitling the holder of such proxy to vote on, or give consents
with respect to, the election of directors unless the holder of such proxy has
agreed to comply with the obligations of such party under this Article I.

     (e)  If any party fails or refuses to vote as required by this Article I,
or votes or gives any consent or proxy in contravention of this Article I, in
connection with the election of any candidate nominated for election as a
director of a Company in accordance with Section 1.2, the party or parties whose
candidate has been nominated for election will have an irrevocable proxy (which
irrevocable proxy will revoke any proxy previously given by the defaulting party
in contravention of this Article I) pursuant to Section 212(e) of the General
Corporation Law of the State of Delaware, coupled with an interest, to vote, all
the shares of capital stock of such Company held or controlled by such party in
accordance with this Article I, and each party hereby grants such proxy.

     Section 1.4.   Fees and Expenses.

     Holding will cause each non-employee director of each Company to be
reimbursed for all reasonable out-of-pocket costs and expenses incurred by him
or her in connection with serving as a director and, subject to the next
sentence, will pay any such non-employee director fees for service as a director
and as a board committee member as shall be determined by the Holding Board. No
director nominated by C&D Fund IV or BRS Fund II who is an officer or employee
of Clayton, Dubilier & Rice, Inc. or Bruckmann, Rosser & Sherrill & Co., L.L.C.,
as applicable, will be entitled to any fee with respect to his or her service as
a director of any Board at any time at which Clayton, Dubilier & Rice, Inc. or
Bruckmann, Rosser & Sherrill & Co., L.L.C., as the case may be, is providing
consulting services to the Companies and their subsidiaries pursuant to the C&D
Consulting Agreement or BRS Consulting Agreement, respectively, and all
reimbursements of out-of-pocket costs and expenses incurred by all such
directors will be made pursuant to such consulting agreements.

     Section 1.5.   Chairperson of the Holding Board.

     The Chairperson of the Holding Board following the Closing will be mutually
agreed upon by the Shareholders prior to the occurrence of an Ownership Change
Event, and, thereafter, will be determined by holders of a majority of the then
outstanding shares of Common Stock. Mr. Hendrix, who is currently the
Chairperson of the Holding Board, will be the initial Chairperson of the Holding
Board following the Closing.

     Section 1.6.   Remington's Board of Directors.

     Holding will cause Remington's Board of Directors (the "Remington Board")
and any Significant Subsidiary's Board of Directors (the "Significant Subsidiary
Board," and

                                        6



such Significant Subsidiary Board, the Remington Board or the Holding Board, a
"Board") to consist of the same number of directors and to have the same
composition as the Holding Board, and will cause the directors of Remington and
any Significant Subsidiary Board to be elected, removed or replaced in the same
manner as provided in this Article I. Holding will cause the Chairperson of the
Holding Board to be the Chairperson of the Remington Board and any Significant
Subsidiary Board.

                                  ARTICLE II.

                            COMMITTEES OF THE BOARDS

     Section 2.1.   Executive Committee.

     (a)  The number of directors on the Executive Committee of each Company
will be increased from three to four directors.

     (b)  The Executive Committee will be composed of:

          (i)    initially, Leon J. Hendrix, Jr. and Thomas L. Millner, both of
     whom are currently members of the Executive Committee, and any replacements
     of Messrs. Hendrix and Millner will be determined by mutual agreement by
     the Shareholders prior to the occurrence of an Ownership Change Event, and,
     thereafter, will be determined by holders of a majority of the then
     outstanding shares of Common Stock;

          (ii)   one director nominated by C&D Fund IV, who initially will be
     Michael G. Babiarz; and

          (iii)  one director nominated by BRS Fund II, who initially will be
     Stephen C. Sherrill.

     Section 2.2.   Other Committees.

     All other committees of each Board will be determined by such Board in
accordance with the By-Laws of the relevant Company and are initially as set
forth on Exhibit A.

                                        7



                                  ARTICLE III.

                                     VOTING

     Section 3.1.   Stockholder Approval.

     (a)  Neither the Certificate of Incorporation nor the By-Laws of each
Company will contain any provision requiring a vote of a supermajority of the
outstanding shares of Common Stock, except as required by Applicable Law and as
provided in this Section 3.1.

     (b)  Except as provided by Article I, this Section 3.1, Section 4.1(a)(i)
(4) and Section 4.1(a)(ii), there will be no restriction on the ability of any
Shareholder or any of its Affiliate Transferees or Fund Distributees to vote any
shares of Common Stock.

     (c)  No Shareholder will vote in favor of any amendment to the Certificate
of Incorporation or By-Laws of any Company that is inconsistent with the terms
of this Agreement.

     (d)  Subject to Section 3.1(e), Holding will not, and Holding will ensure
that Remington does not, and neither Shareholder will cause Holding or Remington
to, take any of the following actions without the prior written approval of each
Shareholder for so long as such Shareholder owns, together with its Affiliate
Transferees and Fund Distributees, at least 5% of the then outstanding shares of
Common Stock:

          (i)    a sale of either Company through a sale of more than 50% of the
     outstanding voting securities of such Company, Merger or similar business
     combination, recapitalization or sale (in one or a series of related
     transactions) of all or substantially all of the assets of Holding or
     Remington and their respective Subsidiaries, in each case, taken as a
     whole, or other similar transaction (a "Sale of the Company");

          (ii)   the appointment and termination of the Chief Executive Officer
     of either Company;

          (iii)  any amendment to the Certificate of Incorporation and By-Laws
     of either Company or this Agreement;

          (iv)   any increase or decrease in the number of directors of any of
     the Boards;

          (v)    any transaction between Holding or any its Subsidiaries, on the
     one hand, and any shareholder, director or officer of Holding or any of its
     Subsidiaries or affiliate of any such Persons, on the other hand, having a
     value in excess of

                                        8



     $500,000, other than (i) customary transactions with any management
     shareholders in connection with customary employment arrangements and (ii)
     as provided in Section 3.1(e)(iv); and

          (vi)   the termination or amendment of the C&D Consulting Agreement or
     the BRS Consulting Agreement.

     (e)  Following the occurrence of an Ownership Change Event, the following
actions will not require the prior written approval of C&D Fund IV, but will
require the prior written approval of BRS Fund II for so long as BRS Fund II
owns, together with its Affiliate Transferees and Fund Distributees, at least 5%
of the then outstanding shares of Common Stock:

          (i)    a Sale of the Company;

          (ii)   the appointment and termination of the Chief Executive Officer
     of each Company, provided, however, that such appointment and termination
     will require either (x) the affirmative vote of at least 73% of all
     directors then in office or (y) the affirmative vote of a majority of the
     directors present at any duly convened board meeting, which majority must
     include one director nominated by C&D Fund IV and one director nominated by
     BRS Fund II for so long as C&D Fund IV or BRS Fund II, as applicable, along
     with their respective Affiliate Transferees and Fund Distributees, hold at
     least 5% of the then outstanding shares of Common Stock;

          (iii)  any increase or decrease in the number of directors of any of
     the Boards; and

          (iv)   the termination or amendment of the BRS Consulting Agreement or
     the C&D Consulting Agreement.

     Section 3.2.   Board Approval.

     (a)  The approval of a majority of the directors present at any duly
convened board meeting or by unanimous written consent of the directors without
a meeting, in each case in accordance with the provisions of the Delaware
General Corporation Law, is required for all actions requiring the approval of
any of the Boards, except for the following matters (the "Supermajority Voting
Matters"):

          (i)    The entry by Holding or its Subsidiaries into a line of
     business unrelated to the lines of businesses that Holding or Remington
     carries on as of the Closing.

                                        9



          (ii)   The incurrence by Holding or its Subsidiaries of Indebtedness
     (as defined in the Indenture) for borrowed money (or the guarantee of
     Indebtedness of any Person other than Holding or a Subsidiary of Holding)
     in excess of $5 million at any time outstanding.

          (iii)  The acquisition by Holding or its Subsidiaries of any assets,
     outside of the ordinary course of business, having a value in excess of $5
     million.

          (iv)   The disposition by Holding or its Subsidiaries of any assets,
     outside of the ordinary course of business, having a value in excess of $5
     million.

          (v)    Any voluntary liquidation or dissolution of Holding or
     Remington.

          (vi)   Any issuance of shares of capital stock or securities
     convertible into shares of capital stock, stock appreciation rights, profit
     participation interests or other similar rights of Holding or its
     Subsidiaries to any person, except pursuant to any management stock option
     plan approved by a supermajority of the Holding Board following the
     Closing, or pursuant to the Management Agreements in effect at the Closing.

          (vii)  The declaration of dividends or other distributions or
     repurchases or redemptions of capital stock or options by Holding or
     Remington, other than dividends by Remington to Holding to enable Holding
     to pay interest and principal on the RACI Senior Notes, and repurchases of
     shares of Common Stock, Deferred Shares and Options upon or following
     termination of employment pursuant to the Management Agreements in effect
     on the date of this Agreement or other management stock options approved by
     the Holding Board in accordance with this Agreement after the date of this
     Agreement.

          (viii) The appointment or termination of senior management, other than
     the Chief Executive Officer, of Holding or Remington.

          (ix)   The creation of any compensation or option plan and the setting
     of annual compensation for any members of senior management of Holding and
     its Subsidiaries.

     (b)  The Supermajority Voting Matters will require either (x) the
affirmative vote of nine directors or (y) the affirmative vote of a majority of
the directors present at any duly convened board meeting, which majority must
include one director nominated by C&D Fund IV and one director nominated by BRS
Fund II for so long as C&D Fund IV or BRS Fund II, as applicable, along with
their respective Affiliate Transferees and Fund Distributees, hold at least 5%
of the then outstanding shares of Common Stock, until the occurrence of an
Ownership Change Event, after which time all such matters must be approved by a
majority of the directors present at any duly convened Board

                                       10



meeting or by unanimous written consent of the directors without a meeting, in
all cases in accordance with the provisions of the Delaware General Corporation
Law.

     (c)  During intervals between Board meetings, the Executive Committee may
approve matters that would otherwise require Board approval, except for the
Supermajority Voting Matters, certain matters set forth in the By-Laws of the
Companies or otherwise prohibited by Section 141(c) of the Delaware General
Corporation Law.

                                  ARTICLE IV.

                           RESTRICTIONS ON DISPOSITION

     Section 4.1.   Restrictions on Disposition.

     (a)  No Restricted Holder may sell, transfer, pledge, encumber or otherwise
dispose of (a "Transfer") any Covered Shares to any Person (other than Holding)
except as follows (a "Permitted Transfer"):

          (i)    A Restricted Holder may Transfer all or a portion of its
     Covered Shares to any of its Affiliates (such transferees, the "Affiliate
     Transferees"), subject to the following (such Transfer to an Affiliate, an
     "Affiliate Transfer"):

                 (1)  such Affiliate agreeing, by executing a counterpart to
          this Agreement, to be bound by the obligations of the transferring
          Restricted Holder and the restrictions applicable to Covered Shares
          held by Affiliate Transferees under this Agreement and such transferee
          will be a "Restricted Holder" for the purposes of this Agreement;

                 (2)  such Affiliate agreeing, by executing a counterpart to the
          Registration and Participation Agreement, to be bound by the
          obligations of the transferring Restricted Holder under the
          Registration and Participation Agreement, that the Covered Shares will
          constitute "Registrable Securities" for the purposes of the
          Registration and Participation Agreement, and that such Affiliate will
          be entitled to the rights and subject to the obligations of such
          transferring Restricted Holder created under the Registration and
          Participation Agreement to the extent provided in the Registration and
          Participation Agreement;

                 (3)  such Affiliate agreeing, by executing a counterpart to
          this Agreement, to transfer the Covered Shares back to the
          transferring Restricted Holder or an Affiliate of the transferring
          Restricted Holder in the event that it ceases to remain an Affiliate
          of the transferring Restricted Holder; and

                                       11



                 (4)  each Affiliate, if such transferring Restricted Holder is
          a Fund Distributee, granting an irrevocable power of attorney pursuant
          to Section 212(e) of the General Corporation Law of the State of
          Delaware, coupled with an interest, to the general partner of the
          Shareholder (to whom such Covered Shares were originally issued)
          granting it the power to vote and to dispose of such shares in its
          sole discretion and to take any other action contemplated by this
          Agreement.

          (ii)   A Restricted Holder that is a private equity investment fund
     may distribute all or a portion of its Covered Shares to its Fund
     Distributees, and its general partner may distribute such Covered Shares to
     its Fund Distributees, subject to the following (such distribution, a "Fund
     Distribution"):

                 (1)  each transferee agreeing, by executing a counterpart to
          this Agreement, to be bound by the obligations of a Restricted Holder
          and the restrictions applicable to Covered Shares held by Fund
          Distributees under this Agreement and such transferee will be a
          "Restricted Holder" for the purposes of this Agreement;

                 (2)  each transferee agreeing, by executing a counterpart to
          the Registration and Participation Agreement, that such Covered Shares
          will constitute "Registrable Securities" for the purposes of the
          Registration and Participation Agreement and such transferee will be
          entitled to the rights and subject to the obligations of a holder of
          Registrable Securities under the Registration and Participation
          Agreement to the extent provided in the Registration and Participation
          Agreement, and

                 (3)  each transferee granting an irrevocable power of attorney
          pursuant to Section 212(e) of the General Corporation Law of the State
          of Delaware, coupled with an interest, to the general partner of the
          Shareholder to whom such Covered Shares were originally issued,
          granting it the power to vote and to dispose of such shares in its
          sole discretion and to take any other action contemplated by this
          Agreement.

          (iii)  A Restricted Holder may Transfer all or a portion of its
     Covered Shares to a third party (such transferee, a "Third Party
     Transferee") following compliance with the right of first offer provided in
     Section 4.2 and the tag-along rights in Section 4.3 (such Transfer to a
     Third Party Transferee, a "Third Party Transfer"), subject to such Third
     Party Transferee agreeing, by executing a counterpart to the Registration
     and Participation Agreement, that (1) such shares will constitute
     "Registrable Securities" for the purposes of the Registration and
     Participation Agreement, and (2) such Third Party Transferee will be
     entitled to the rights and subject to the obligations of a holder of
     Registrable Securities

                                       12



     created under the Registration and Participation Agreement to the extent
     provided in the Registration and Participation Agreement.

          (iv)   A Restricted Holder may Transfer all or a portion of its
     Covered Shares to another Restricted Holder in the event that the right of
     first offer provided in Section 4.2 is exercised.

          (v)    A Restricted Holder may Transfer all or a portion of its
     Covered Shares pursuant to Section 4.3.

          (vi)   A Restricted Holder may Transfer all their Covered Shares
     pursuant to Section 4.4.

          (vii)  A Restricted Holder may sell all or a portion of its Covered
     Shares in connection with a public offering of shares of Common Stock
     registered under the Securities Act (a "Public Offering"), subject to any
     "lock-up" under the Registration and Participation Agreement or that may
     otherwise be required by the underwriters of such offering, or under Rule
     144 promulgated under the Securities Act.

     (b)  Each Restricted Holder will give Holding and the other Restricted
Holders the notice specified below of a Permitted Transfer:

          (i)    prompt notice following an Affiliate Transfer or a Fund
     Distribution under Section 4.1(a)(i) or Section 4.1(a)(ii), respectively;

          (ii)   the notice required under Section 4.2 and Section 4.3 in
     connection with a Third Party Transfer under Section 4.1(a)(iii);

          (iii)  the notice required under Section 4.2 or Section 4.3 in
     connection with a Permitted Transfer under Section 4.1(a)(iv)or Section
     4.1(a)(v), respectively;

          (iv)   the notice required under the Registration and Participation
     Agreement in connection with a Permitted Transfer pursuant to a Public
     Offering under Section 4.1(a)(vii); and

          (v)    prompt notice following a Permitted Transfer under Rule 144
     promulgated under the Securities Act.

     (c)  Each Restricted Holder acknowledges and agrees that:

          (i)    the Restricted Holder will not, directly or indirectly, offer,
     transfer, sell, pledge, hypothecate or otherwise dispose of any of the
     Covered Shares (or

                                       13



     solicit any offers to buy, purchase or otherwise acquire or take a pledge
     of any Covered Shares), except in compliance with the Securities Act, and
     the rules and regulations of the SEC thereunder, and in compliance with
     this Agreement and applicable state and foreign securities or "blue sky"
     laws;

          (ii)   none of the Covered Shares may be transferred, sold, pledged,
     hypothecated or otherwise disposed of (i) unless the provisions of this
     Agreement have been complied with or have expired, (ii) unless (A) such
     disposition is pursuant to an effective registration statement under the
     Securities Act, (B) the Restricted Holder delivers to Holding an opinion of
     counsel, which opinion and counsel to be reasonably satisfactory to
     Holding, to the effect that such disposition is exempt from the provisions
     of Section 5 of the Securities Act or (C) a no-action letter from the SEC,
     reasonably satisfactory to Holding, is obtained with respect to such
     disposition, unless this clause (ii) is waived by Holding, and (iii) unless
     such disposition is pursuant to registration under any applicable state
     securities laws or an exemption therefrom; and

          (iii)  if any of the Covered Shares are to be disposed of in
     accordance with Rule 144, the Restricted Holder will transmit to Holding an
     executed copy of Form 144 (if required by Rule 144) no later than the time
     such form is required to be transmitted to the SEC for filing and such
     other documentation as Holding may reasonably require to assure compliance
     with Rule 144 in connection with such disposition.

     (d)  Each Restricted Holder acknowledges that the certificate or
certificates representing the Covered Shares will bear an appropriate legend,
which will include, without limitation, the following language:

          "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
          TRANSFER RESTRICTIONS, AND OTHER PROVISIONS OF A SHAREHOLDERS
          AGREEMENT, DATED AS OF FEBRUARY 12, 2003, AS THE SAME MAY BE AMENDED
          OR SUPPLEMENTED FROM TIME TO TIME AND NEITHER THIS CERTIFICATE NOR THE
          SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE
          EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH SHAREHOLDERS
          AGREEMENT, A COPY OF THE CURRENT FORM OF WHICH IS ON FILE WITH THE
          SECRETARY OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE
          ARE ENTITLED TO CERTAIN OF THE BENEFITS OF AND ARE BOUND BY THE
          OBLIGATIONS SET FORTH IN SUCH SHAREHOLDERS AGREEMENT AND AN AMENDED
          AND RESTATED REGISTRATION AND PARTICIPATION AGREEMENT,

                                       14



          DATED AS OF FEBRUARY 12, 2003, AND ANY AMENDMENTS, SUPPLEMENTS OR
          MODIFICATIONS THERETO, AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF
          THE COMPANY, A COPY OF THE CURRENT FORM OF WHICH IS ON FILE WITH THE
          SECRETARY OF THE COMPANY."

          "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE OR
          FOREIGN SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED,
          HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS (i) (A) SUCH DISPOSITION
          IS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
          SECURITIES ACT OF 1933, AS AMENDED, (B) THE HOLDER HEREOF SHALL HAVE
          DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, WHICH OPINION AND
          COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT
          THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF
          SUCH ACT OR (C) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE
          COMMISSION, REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, SHALL
          HAVE BEEN OBTAINED WITH RESPECT TO SUCH DISPOSITION, UNLESS CLAUSE (i)
          IS WAIVED BY THE COMPANY, AND (ii) SUCH DISPOSITION IS PURSUANT TO
          REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN
          EXEMPTION THEREFROM."

     (e)  Any Transfer of any Covered Shares, other than a Permitted Transfer,
will be void and of no effect, and Holding will not record any such transfer in
the stock register of Holding.

     Section 4.2.   Right of First Offer on Sales of Common Stock.

     (a)  If a Restricted Holder (an "Offering Holder") desires to make a
Permitted Transfer to a Third Party Transferee under Section 4.1(a)(iii):

          (i)    The Offering Holder will first give written notice (an "Offer
     Notice") to Holding's Board and to each Shareholder (or, in the case of a
     proposed Transfer by either Shareholder, to the other Shareholder) so long
     as such non-transferring Shareholder owns, together with the shares of
     Common Stock owned by its Affiliate Transferees and Fund Distributees, in
     the aggregate at least 15% of the then outstanding shares of Common Stock
     (the "Offered Holders");

                                       15



          (ii)   The Offer Notice must (1) be in writing, (2) be irrevocable by
     its terms for at least 20 Business Days from the date of receipt by the
     Offered Holders (the "Offer Period"), (3) specify the number of Covered
     Shares proposed to be sold (the "Offer Shares"), (4) specify the proposed
     price per Covered Share (which must be a cash price) for the Offer Shares
     (the "Offer Price"), (5) specify that the Offer Shares will be delivered
     free and clear of all liens, claims, encumbrances or other restrictions
     other than those arising under this Agreement or the Registration and
     Participation Agreement, and (6) specify any other material terms and
     conditions of the offer;

          (iii)  After delivery of an Offer Notice, the Offering Holder will in
     a timely manner provide Holding and any Offered Holder with any other
     written information regarding the proposed Transfer as reasonably requested
     by Holding or such Offered Holder;

          (iv)   The Offer Notice will constitute an irrevocable offer (the
     "Offer") to the Offered Holders to sell the Offer Shares at the Offer Price
     and the other terms and conditions set forth in the Offer Notice on a pro
     rata basis, in proportion to the shareholding interest of each Offered
     Holder, determined as the quotient determined by dividing (1) the
     percentage of Covered Shares held by each Offered Holder so electing to
     purchase by (2) the aggregate percentage of Covered Shares represented by
     the Covered Shares then held by all of the Offered Holders so electing to
     purchase (such holder's "Proportionate Share");

          (v)    An Offered Holder may accept the Offer by delivering a written
     notice to the Offering Holder and Holding's Board at any time during the
     Offer Period, setting forth the portion of the Offer Shares that the
     Offered Holder elects to purchase;

          (vi)   If any Offered Holder fails to subscribe for what would have
     been its Proportionate Share of the Offer Shares during the Offer Period,
     the Offering Holder will deliver promptly another Offer Notice with respect
     to the remaining Offer Shares to those Offered Holders electing to accept
     the Offer, who will then have ten Business Days following the date of
     delivery of the second Offer Notice (the "Additional Offer Period") to
     notify the Offering Holder whether it elects to purchase some or all of the
     remaining unsubscribed Offer Shares; and

          (vii)  If during the Additional Offer Period the Offered Holders elect
     in the aggregate to purchase a number of shares greater than the
     unsubscribed Offer Shares, the unsubscribed Offer Shares will be allocated
     pro rata among such of the Offered Holders electing to purchase the
     unsubscribed Offer Shares referred to in the second Offer Notice, in
     proportion to their Proportionate Shares.

                                       16



     (b)  If the Offered Holders accept the Offer with respect to all of the
Offer Shares, the Offering Holder and the Offered Holders must consummate the
sale and purchase of the Offer Shares no later than 20 Business Days after such
acceptance, by payment of cash in the amount of the Offer Price for such Offer
Shares against delivery by the Offering Holder of all documents necessary to
transfer the Offer Shares to such Offered Holders, free and clear of all liens,
including appropriate endorsed stock certificates or other instruments
representing the Offer Shares.

     (c)  If the Offered Holders do not subscribe for all of the unsubscribed
Offer Shares during the Offer Period and Additional Offer Period, the Offering
Holder may, subject to compliance with Section 4.3, sell all of the Offer Shares
to any Person for cash at a price equal to or greater than the Offer Price, and
upon other terms in the aggregate that are no more favorable to such Person than
those set forth in the Offer Notice, in all material respects, during the 40
Business Days following the completion of the procedures specified in Section
4.2(a). If the Transfer is not consummated within such 40 Business Day period,
the Offering Holder may not Transfer any Offer Shares without again complying
with the requirements of Section 4.1(a)(iii) and this Section 4.2.

     (d)  Upon consummation of a Third Party Transfer by the Offering Holder
under Section 4.2(c), the Offering Holder will promptly notify the Offered
Holders of the date of sale, price and number of Offer Shares sold and the
identity of the purchaser.

     (e)  Each Restricted Holder may assign its right to purchase Offer Shares
under this Section 4.2 to any of its Affiliates.

     Section 4.3.   Tag-Along Rights.

     (a)  Neither Shareholder nor any of its Affiliate Transferees (the "Selling
Holder") may make any Transfer, other than an Excluded Transfer, except pursuant
to the following provisions:

          (i)    At least 20 Business Days prior to making any Transfer of
     Common Stock, the Selling Holder will deliver a written notice (the "Tag
     Sale Notice") to Holding and the other Restricted Holders.

          (ii)   The Tag Sale Notice must fully disclose the identity of the
     prospective transferee and the terms and conditions of the proposed
     Transfer.

          (iii)  The Selling Holder agrees not to consummate any such transfer
     until at least 20 Business Days after the Tag Sale Notice has been
     delivered to the other Restricted Holders, unless the Selling Holder has
     received notices from each other Restricted Holder indicating whether or
     not such holder has elected to participate in such Transfer and the number
     of shares to be sold by each such

                                       17



     holder so electing to participate has been finally determined pursuant to
     this Section 4.3 prior to the expiration of such 15 Business Day period.

          (iv)   The other Restricted Holders may elect to participate in the
     contemplated sale by delivering written notice to the Selling Holder and
     Holding within 15 Business Days after their receipt of the Tag Sale Notice.

          (v)    If a Restricted Holder elects to participate in such sale, such
     holder will be entitled to sell (and the Selling Holder agrees not to sell
     unless all Restricted Holders who elect to participate are entitled to
     sell), pro rata on the basis of the number of Covered Shares then held by
     such holder (unless all such holders otherwise agree among themselves to a
     different allocation) in the contemplated sale, at the same price and on
     the same terms as the Selling Holder, a number of Covered Shares equal to
     the product of:

                 (1)  the quotient determined by dividing (A) number of Covered
          Shares then held by such Restricted Holder by (B) the aggregate number
          of Covered Shares then held by the Selling Holder and all Restricted
          Holders so electing to participate plus the aggregate number of shares
          of Common Stock then held by all other shareholders electing to
          participate in such sale pursuant to the Registration and
          Participation Agreement; and

                 (2)  the number of Covered Shares such transferee has agreed to
          purchase in the contemplated sale.

     (b)  The term "Excluded Transfer" means (i) any Affiliate Transfer and Fund
Distribution pursuant to Section 4.1(a)(i) and Section 4.1(a)(ii), respectively,
(ii) any Permitted Transfer to another Restricted Holder under Section
4.1(a)(iv) pursuant to the right of first offer contained in Section 4.2, and
(iii) any Permitted Transfer pursuant to Section 4.1(a)(vii).

     (c)  If a Restricted Holder Transfers its Covered Shares to its Fund
Distributees under Section 4.1(a)(ii), such Restricted Holder shall not, within
a period of one year following such Transfer, cause the general partner of the
Shareholder to whom such Covered Shares were originally issued to exercise its
power under the power of attorney granted by such Fund Distributees under
Section 4.1(a)(ii) or any Affiliate Transferee of such Fund Distributee under
Section 4.1(a)(i)(4) to Transfer such Covered Shares then held by such Fund
Distributees to a Third Party Transferee without first complying with the
procedures set forth in this Section 4.3.

     Section 4.4.   Sale of the Company.

     (a)  If, at any time following the occurrence of an Ownership Change Event
and for so long as C&D Fund IV owns, together with the shares of Common Stock

                                       18



owned by its Affiliate Transferees and Fund Distributees, in the aggregate at
least 15% of the then outstanding shares of Common Stock, Holding's Board
approves a Sale of the Company, then before Holding, Remington or BRS Fund II
enters into any binding agreement with any Person with respect to a Sale of the
Company:

          (i)    BRS Fund II must first give written notice (a "Sale Notice") to
     C&D Fund IV and Holding's Board;

          (ii)   The Sale Notice must (1) be in writing, (2) specify that BRS
     Fund II or Holding, as the case may be, wishes to effect a Sale of the
     Company, (3) be irrevocable by its terms for at least 20 Business Days
     from the date of receipt by C&D Fund IV (the "Sale Period"), (4) specify
     the number of Covered Shares (the "Sale Shares") then held by BRS Fund II,
     its Affiliate Transferees and its Fund Distributees, (5) specify the price
     per Covered Share or, in the case of an asset sale, the implied price per
     Covered Share based on the enterprise value of Holding and its Subsidiaries
     (which must be a cash price) at which BRS Fund II is offering to sell the
     Sale Shares to C&D Fund IV (the "Equity Purchase Price"), (6) specify that
     the Sale Shares will be delivered free and clear of all liens, and (7)
     specify any other material terms and conditions of the offer;

          (iii)  The Sale Notice will constitute an offer (the "Sale Offer") to
     C&D Fund IV to purchase the Sale Shares at the Equity Purchase Price and
     the other terms and conditions set forth in the Sale Notice; and

          (iv)   C&D Fund IV may accept the Sale Offer by delivering a written
     notice to BRS Fund II at any time during the Sale Period.

     (b)  If C&D Fund IV accepts the Sale Offer:

          (i)    C&D Fund IV and BRS Fund II, its Affiliate Transferees and its
     Fund Distributees must consummate the sale and purchase of the Sale Shares
     no later than 15 Business Days after such acceptance, by payment of cash in
     the amount of the Equity Purchase Price for the Sale Shares against
     delivery by BRS Fund II, its Affiliate Transferees and Fund Distributees of
     all documents necessary to transfer the Sale Shares to C&D Fund IV, free
     and clear of all liens, including appropriate endorsed stock certificates
     or other instruments representing the Sale Shares; and

          (ii)   BRS Fund II will, at the option of C&D Fund IV, either exercise
     in favor of C&D Fund IV, or assign to C&D Fund IV, any "drag-along" right
     or other similar right of BRS Fund II with respect to the capital stock,
     stock appreciation rights, profit participation interests or other similar
     rights of Holding

                                       19



     or its Subsidiaries, including the take-along rights provided in the
     Registration and Participation Agreement.

     (c)  If C&D Fund IV does not accept the Sale Offer:

          (i)    Holding or BRS Fund II, as the case may be, may consummate the
     Sale of the Company contemplated in the Sale Notice to any Person for an
     aggregate consideration, which consideration may be in cash, stock, notes
     or a combination of the foregoing, equal to or greater than the enterprise
     value implied by the Equity Purchase Price, and upon other terms in the
     aggregate that are no more favorable to such Person than those set forth in
     the Sale Notice, in all material respects, during the 180 days following
     the completion of the procedures specified in Section 4.4(a);

          (ii)   C&D Fund IV will, and will cause its Affiliate Transferees and
     Fund Distributees to, (x) take all actions necessary to consummate the
     Sale of the Company, including, without limitation, executing any
     applicable purchase agreement and exercising any outstanding options held
     by C&D Fund, its Affiliate Transferees and Fund Distributees, consent to,
     vote for, participate in (on the same terms and conditions as BRS Fund II)
     and raise no objection against the Sale of the Company or the process
     pursuant to which the Sale of the Company was conducted, provided that C&D
     Fund IV, its Affiliate Transferees and Fund Distributees are required to
     participate in or consent to or vote for the Sale of the Company only on
     the same terms and conditions as BRS Fund II, and (y) exercise any
     "drag-along" right or other similar right of C&D Fund IV or any of its
     Affiliates with respect to the capital stock, stock appreciation rights,
     profit participation interests or other similar rights of Holding or its
     Subsidiaries in order to facilitate the Sale of the Company; and

          (iii)  If a Sale of the Company is not consummated within such 180-day
     period, no Sale of the Company may be effected without again complying with
     the requirements of this Section 4.4.

     (d)  If C&D Fund IV is not entitled to the rights set forth in this Section
4.4 and Holding's Board approves a Sale of the Company, then C&D Fund IV will,
and will cause its Affiliate Transferees and Fund Distributees to, (x) take all
actions necessary to consummate the Sale of the Company, including, without
limitation, executing any applicable purchase agreement and exercising any
outstanding options held by C&D Fund, its Affiliate Transferees and Fund
Distributees, consent to, vote for, participate in (on the same terms and
conditions as BRS Fund II) and raise no objection against the Sale of the
Company or the process pursuant to which the Sale of the Company was conducted,
provided that C&D Fund, its Affiliate Transferees and Fund Distributees are
required to participate in or consent to or vote for the Sale of the Company
only on the

                                       20



same terms and conditions as BRS Fund II, and (y) exercise any "drag-along"
right or other similar right of C&D Fund IV with respect to the capital stock,
stock appreciation rights, profit participation interests or other similar
rights of Holding or its Subsidiaries in order to facilitate the Sale of the
Company.

     (e)  C&D Fund IV may assign its right to purchase the Sale Shares under
this Section 4.4 to any of its Affiliates.

     (f)  The time periods specified in this Section 4.4 are subject to
automatic extension as necessary to apply for and obtain any governmental
approvals that are required to consummate the proposed transaction in accordance
with applicable law. In the event of such extension, the relevant period will
end on the fifth Business Day following receipt of such required governmental
approval.

     Section 4.5.   Right of First Offer on Sale of RACI Senior Notes.

     (a)  For so long as BRS Fund II owns, together with the shares of Common
Stock owned by its Affiliate Transferees and Fund Distributees, in the aggregate
at least 15% of the then outstanding shares of Common Stock, if C&D Fund IV or
any of its Affiliates or Fund Distributees (each, a "Noteholder") desires to
Transfer all or a portion of any of the RACI Senior Notes, other than (x) a
Transfer of all or a portion of the RACI Senior Notes to any of its Affiliates,
and (y) a distribution of all or a portion of the RACI Senior Notes to its Fund
Distributees, and a distribution by its Fund Distributees (which transferees
under clauses (x) and (y) will be subject to the obligations of a Noteholder
under this Section 4.5):

          (i)    The Noteholder must first give written notice (a "Note Sale
     Notice") to BRS Fund II;

          (ii)   The Note Sale Notice must (1) be in writing, (2) be irrevocable
     by its terms for at least 20 Business Days from the date of receipt by BRS
     Fund II (the "Note Sale Period"), (3) specify the principal amount of the
     RACI Senior Notes proposed to be Transferred (the "Sale Notes"), (4)
     specify the price (which must be a cash price) at which the RACI Senior
     Notes are proposed to be sold (the "Note Purchase Price"), and (5) specify
     any other material terms and conditions of the offer;

          (iii)  The Note Sale Notice will constitute an offer (the "Note Sale
     Offer") to BRS Fund II to purchase the Sale Notes at the Note Purchase
     Price and the other terms and conditions set forth in the Note Sale Notice;
     and

          (iv)   BRS Fund II may accept the Note Sale Offer by delivering a
     written notice to the Noteholder at any time during the Note Sale Period.

                                       21



     (b)  If BRS Fund II accepts the Note Sale Offer, C&D Fund IV and BRS
Fund II must consummate the sale and purchase of the Sale Notes no later than 15
Business Days after such acceptance, by payment of cash in the amount of the
Note Purchase Price for the Sale Notes against delivery by the Noteholder of all
documents necessary to transfer the Sale Notes to BRS Fund II, free and clear of
all liens, claims, encumbrances or other restrictions including appropriate
endorsed note certificates or other instruments representing the Sale Notes.

     (c)  If BRS Fund II does not accept the Note Sale Offer, the Noteholder may
Transfer all of the Sale Notes to any Person for cash at a price equal to or
greater than the Note Purchase Price free and clear of any obligations arising
under this Agreement, and upon other terms in the aggregate that are no more
favorable to such Person than those set forth in the Note Offer Notice, in all
material respects, during the 180 days following the completion of the
procedures specified in Section 4.5(a). If the Transfer is not consummated
within such 180-day period, the Noteholder may not Transfer any Sale Notes
without again complying with the requirements of this Section 4.5.

     (d)  BRS Fund II may assign its right to purchase Sale Notes to any of its
Affiliates.

                                   ARTICLE V.

                               PRE-EMPTIVE RIGHTS

     Section 5.1.   Subscription Offer.

     Neither Holding nor any of its Subsidiaries may issue any shares of capital
stock or securities convertible into shares of capital stock ("Securities"),
other than an Excluded Issuance, except in compliance with the following:

     (a)  The issuance must first be authorized by Holding's Board in accordance
with Section 3.2;

     (b)  Holding must give written notice of the proposed issuance to each
Shareholder in writing (such notice, a "Subscription Notice") and must specify
the total number of Securities available for subscription and the terms of
issuance (including the issue price);

     (c)  The Subscription Notice will constitute an offer (the "Subscription
Offer") to issue and sell to each Shareholder the Securities available for
subscription on the terms specified in the Subscription Notice;

     (d)  The date of the Subscription Offer may not be earlier than the date on
which the Subscription Notice is sent; and

                                       22



     (e)  The Subscription Offer must remain open for acceptance by each
Shareholder until at least 20 Business Days from the date of the Subscription
Offer.

     Section 5.2.   Acceptance of Subscription Offer.

     (a)  Each Shareholder may accept the offer to subscribe for all or part of
the Securities offered by giving written notice to Holding on or before the
expiration date of the Subscription Offer. Each acceptance must be unconditional
and irrevocable.

     (b)  A Shareholder who accepts the Subscription Offer (each, an "Accepting
Shareholder") for a stated number of Securities will also be deemed to have
accepted the Subscription Offer to subscribe for a lesser number of Securities
allocated to it under this Article V.

     (c)  If no acceptance is received from a Shareholder by the expiration date
of the Subscription Offer, that Shareholder will be deemed to have rejected the
Subscription Offer.

     (d)  If there are insufficient Securities to satisfy acceptances from all
Accepting Shareholders, the Securities offered will be apportioned among the
Accepting Shareholders pro rata in accordance with their proportionate
ownership, together with the ownership by their Affiliate Transferees, of the
outstanding Common Stock at that time. If such an apportionment would result in
a Shareholder receiving a greater number of Securities than the Shareholder has
accepted, the excess will be reallocated among the other Accepting Shareholders
pro rata in accordance with their proportionate ownership of the outstanding
Common Stock at that time (calculated without including the excess holdings of
any Accepting Shareholder who has been apportioned more Securities than such
Shareholder is willing to accept). This Section 5.2(d) applies to that
reapportionment, and, if necessary, this process will be repeated until all of
the Securities offered have been allocated.

     (e)  No later than five Business Days after the expiry of the Subscription
Offer, Holding's Board will notify each Accepting Shareholder of the number of
Securities allocated to each Shareholder.

     Section 5.3.   Closing of Subscription Offer.

     (a)  The closing of the issue of the Securities must take place no later
than 10 Business Days after the expiry of the Subscription Offer. At closing:

          (i)    each Accepting Shareholder will deliver payment of the issue
     price for the Securities allocated to that Shareholder under Section
     5.2(d), by bank check or wire transfer of immediately available funds, to
     the account designated by Holding;

                                       23



          (ii)   Holding will deliver to each Accepting Shareholder the
     certificates relating to the relevant Securities; and

          (iii)  Holding's corporate secretary will make the corresponding
     annotations within the securities registry of the issuing corporation.

     Section 5.4.   Issuance to a Third Party.

     If, after the parties have complied with the procedure set forth in Section
5.1, all of the Securities offered in the Subscription Offer have not been
subscribed for, then Holding may issue the unsubscribed Securities to any Person
at any time within 60 Business Days after expiry of the Subscription Offer for
cash at a price equal to or greater than the Issue Price, and upon other terms
in the aggregate that are no more favorable to such Person than those set forth
in the Subscription Notice, in all material respects.

     Section 5.5.   Excluded Issuance.

     Each of the following will be an "Excluded Issuance":

     (a)  An issuance of Securities pursuant to any Remington Stock Plans or
other management equity plan approved by Holding's Board in accordance with
Section 3.2;

     (b)  An issuance of Securities in connection with a Public Offering that
has been approved by Holding's Board in accordance with Section 3.2;

     (c)  An issuance of Securities in connection with a Sale of the Company
that has been approved by both C&D Fund IV and BRS Fund II in accordance with
Section 3.1(d) or in respect of which the provisions of Section 4.4 have been
complied with; and

     (d)  An issuance of Securities in connection with a subdivision or stock
split of the outstanding shares of Common Stock or a stock dividend or
distribution.

     Section 5.6.   Extension to Obtain Governmental Approvals.

     All time periods specified in Section 5.1, Section 5.3 and Section 5.4 are
subject to automatic extension as necessary to apply for and obtain any
governmental approvals that are required to consummate the proposed transaction
in accordance with applicable law. In the event of such extension, the relevant
period will end on the fifth Business Day following receipt of such required
governmental approval.

     Section 5.7.   Assignment.

     Each Shareholder may assign its right to purchase Securities under this
Article V to any one or more of its Affiliates.

                                       24



                                   ARTICLE VI.

                            INFORMATION, ACCESS, ETC.

     Section 6.1.   Information Rights and Access.

     For so long as a Shareholder owns, together with the shares of Common Stock
owned by its Affiliate Transferees and Fund Distributees, in the aggregate at
least 10% of the then outstanding shares of Common Stock:

     (a)  Holding will provide to such Shareholder and its Affiliate Transferees
true and correct copies of all quarterly and annual financial reports and
budgets prepared by or on behalf of Holding and its Subsidiaries, and such other
documents, reports, financial data and other information as such Shareholder may
reasonably request; and

     (b)  Holding will permit any authorized representatives designated by such
Shareholder to visit and inspect any of the properties of Holding or any of its
Subsidiaries, including its and their books of account (and to make copies and
take extracts therefrom), and to discuss its and their affairs, finances and
accounts with its and their officers and their current and prior independent
public accountants (and by this provision Holding authorizes such accountants to
discuss with such representatives the affairs, finances and accounts of Holding
and its Subsidiaries, whether or not a representative of Holding is present),
all at such reasonable times and as often as such Shareholder may reasonably
request.

     Section 6.2.   Repurchases from Employees.

     In the event that C&D Fund IV or any of its Affiliates is given the
opportunity to exercise any right of first refusal or other right to repurchase
any options or shares of capital stock, stock appreciation rights, profit
participation interests or other similar rights of Holding or any of its
Subsidiaries from any employees, officers or directors of Holding or any of its
Subsidiaries, C&D Fund IV or such Affiliate will give BRS Fund II the
opportunity to purchase its pro rata share (determined based on the shares of
Common Stock owned by BRS Fund II and its Affiliate Transferees) of such options
or shares of capital stock. BRS Fund II may assign its rights under this Section
6.2 to any of its Affiliates.

     Section 6.3.   Confidentiality.

     (a)  Each Shareholder agrees to keep confidential and not to disclose to
any Person any written or oral Information; provided that a Shareholder may
disclose such Information to (i) the other Shareholder, (ii) any member of the
Boards, and (iii) any of its Affiliates or Representatives, so long as the
Shareholder:

                                       25



                 (1)  informs each of its Representatives receiving any such
          Information of its confidential nature and of this Section 6.3 and its
          terms;

                 (2)  causes its Representatives to treat such Information
          confidentially in accordance with this Section 6.3, and otherwise to
          comply with this Section 6.3 as if parties to this Agreement;

                 (3)  is responsible for any disclosure or use of such
          Information by its Representatives (including, without limitation,
          Representatives who subsequently become former Representatives)
          contrary to the terms of this Section 6.3, or any other breach of this
          Section 6.3 by any such Representative; and

                (4)   does not, and causes its Representatives not to, disclose
          to any Person (other than Holding and its Representatives) that such
          Information exists or has been made available to the Shareholder.

     (b)  If any Governmental Entity requests a Shareholder or any of its
Representatives to disclose any Information to it:

          (i)    such Shareholder will promptly notify Holding to permit it to
     seek a protective order or take other action that Holding in its discretion
     deems appropriate, and the Shareholder will cooperate in any such efforts
     to obtain a protective order or other reasonable assurance that
     confidential treatment will be accorded such Information; and

          (ii)   if, in the absence of a protective order, the Shareholder or
     any of its Representatives is required as a matter of law to disclose any
     Information in any proceeding or pursuant to legal process, the Shareholder
     may disclose to the party requiring disclosure only the part of such
     Information as is required by law to be disclosed (in which case, prior to
     such disclosure, such Restricted Holder will advise and consult with
     Holding and its counsel as to such disclosure and the nature and wording of
     such disclosure) and the Shareholder will use its commercially reasonable
     efforts to obtain confidential treatment therefor.

     Section 6.4.   Additional Information.

     Each Restricted Holder agrees that, from the date of this Agreement and for
so long as it owns any Covered Shares, it will furnish Holding such necessary
information as Holding may reasonably request:

     (a)  in connection with the consummation of the transactions contemplated
by this Agreement and the Registration and Participation Agreement; and

                                       26



     (b)  in connection with the preparation and filing of any reports, filings,
applications, consents or authorizations with any Governmental Entity under any
Applicable Law.

     Section 6.5.   RACI Senior Notes.

     (a)  Each of Holding, C&D Fund IV and BRS Fund II acknowledges and agrees
that the intent of the parties is that for so long as any RACI Senior Note
remains outstanding, subject to the terms of the RACI Senior Notes:

          (i)    Holding is to pay all interest due and payable under such note
     in cash to the extent permitted under the Credit Agreement, dated as of
     January 24, 2003, among Remington and the lenders thereto (the "Credit
     Agreement"), and the Indenture, dated as of January 24, 2003, governing
     Remington's 10 1/2% Senior Notes (the "Indenture"); and

          (ii)   Holding is to prepay any principal and other amounts require to
     be prepaid under the terms of such note with all amounts permitted to be
     distributed or otherwise paid by Remington to Holding under the Credit
     Agreement and Indenture.

     (b)  None of BRS Fund II, its Affiliate Transferees and Fund Distributees,
in its capacity as a stockholder of Holding, will take any action to prevent
Holding from making the payments specified in Section 6.5(a) in accordance with
the terms of the RACI Senior Notes.

                                  ARTICLE VII.

                               CERTAIN DEFINITIONS

     Section 7.1.   Definitions.

     "Accepting Shareholder" has the meaning specified in Section 5.2(b).

     "Additional Offer Period" has the meaning specified in Section 4.2(a)(vi).

     "Affiliate" means with respect to:

     (a)  a natural person, such individual's Related Persons; and

     (b)  any other Person, any Person directly or indirectly Controlling,
Controlled by or under common Control with such first Person,

                                       27



provided that (i) any other investment fund managed by, and any employee of,
Clayton, Dubilier & Rice, Inc., or Bruckmann, Rosser, Sherrill & Co., L.L.C., as
the case may be, is deemed to be an Affiliate of C&D Fund IV or BRS Fund II, as
the case may be, (ii) each of Michael I. Dubilier, Hubbard C. Howe and Leon J.
Hendrix, Jr. and each person who is a partner of Clayton & Dubilier Associates
IV Limited Partnership as at the date of this Agreement is deemed to be an
Affiliate of C&D Fund IV and of each other, and (iii) each person who is a
partner of BRSE, L.L.C. as at the date of this Agreement is deemed to be an
Affiliate of BRS Fund II and of each other.

     "Affiliate Transfer" has the meaning specified in Section 4.1(a)(i).

     "Affiliate Transferees" has the meaning specified in Section 4.1(a)(i). For
the avoidance of doubt, "Affiliate Transferees" with respect to any Shareholder
means any Person who is an Affiliate of such Shareholder and to whom any of the
Covered Shares are transferred pursuant to Section 4.1(a)(i).

     "Applicable Law" means all applicable provisions of (i) constitutions,
treaties, statutes, laws (including the common law), rules, regulations,
ordinances, codes or orders of any Governmental Entity, (ii) any consents or
approvals of any Governmental Entity and (iii) any orders, decisions,
injunctions, judgments, awards, decrees of or agreements with any Governmental
Entity.

     "Board" has the meaning specified in Section 1.6.

     "BRS Consulting Agreement" means the Consulting Agreement, dated as of the
same date as this Agreement, among Holding, Remington and Bruckmann, Rosser,
Sherrill & Co., L.L.C.

     "Business Day" means a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required to close.

     "C&D Consulting Agreement" means the Amended and Restated Consulting
Agreement, dated as of January 1, 2001, among Holding, Remington and Clayton,
Dubilier & Rice, Inc., as amended as of the date hereof.

     "Closing" means the closing of the Investment.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Companies" or "Company" has the meaning specified in the Recitals.

     "Common Stock" means Class A Common Stock, par value $0.01 per share, of
Holding.

                                       28



     "Control" means the power to direct the affairs of a Person by reason of
ownership of voting securities, by contract or otherwise. Any director, member
of management or other employee of Holding or any of its Subsidiaries who would
not otherwise be an Affiliate of C&D Fund IV or BRS Fund II will be deemed not
to be an Affiliate of C&D Fund IV or BRS Fund II.

     "Covered Shares" means all of the shares of Common Stock or other capital
stock of Holding owned from time to time by any of the Restricted Holders.

     "Credit Agreement" has the meaning specified in Section 6.5(a)(i).

     "Deferred Shares" means grants of deferred shares of Common Stock made
under the Remington Stock Plans.

     "Equity Purchase Price" has the meaning specified in Section 4.4(a)(ii).

     "Excluded Issuance" has the meaning specified in Section 5.5.

     "Fund Distributee", with respect to any private equity investment fund or
general partner of any such fund, means (i) any Person who receives or is
entitled to receive a distribution of the Covered Shares in accordance with the
governing document of such fund or general partner and (ii) any Person who is an
Affiliate of a Person identified in sub-clause (i) above to whom Covered Shares
are transferred pursuant to Section 4.1(a)(i).

     "Fund Distribution" has the meaning specified in Section 4.1(a)(ii).

     "Governmental Entity" means any federal, state, local or foreign court,
legislative, executive or regulatory authority or agency.

     "Holding" has the meaning specified in the preamble.

     "Indenture" has the meaning specified in Section 6.5(a)(i).

     "Independent Directors" has the meaning specified in Section 1.2(d).

     "Information" means all information about Holding or any of its
Subsidiaries (whether written or oral or in electronic or other form and whether
prepared by the Holding, its advisers or otherwise), that is or has been
furnished to any Shareholder or any of its Representatives by or on behalf of
Holding or any of its Subsidiaries, or any of their respective Representatives,
together with all written or electronically stored documentation prepared by
such Shareholder or its Representatives based on or reflecting, in whole or in
part, such information, provided that the term "Information" does not include
any information that (x) is or becomes generally available to the public

                                       29



through no action or omission by any Shareholder or its Representatives or (y)
is or becomes available to such Shareholder on a nonconfidential basis from a
source, other than Holding or any of its Subsidiaries, or any of their
respective Representatives, that to such Shareholder's knowledge is not
prohibited from disclosing such portions to such Shareholder by a contractual,
legal or fiduciary obligation.

     "Initial Independent Directors" has the meaning specified in Section
1.2(d).

     "Investment" has the meaning specified in the Recitals.

     "Investment Agreement" has the meaning specified in the Recitals.

     "Management Agreements" means, the stock subscription agreements, stock
option agreements, deferred shares award agreements and election forms that have
been entered into from time to time among Holding and certain employees,
management and directors of Holding or Remington pursuant to the Remington Stock
Plans.

     "Merger" means, in relation to either Company, the Company merging or
consolidating with or into, another Person (other than the other Company) and
any Person or group of Persons who were not stockholders of Holding immediately
prior to the merger own, directly or indirectly, more than 50% of the total
voting securities of the surviving Person in such merger or consolidation.

     "Named Existing Director" has the meaning specified in Section 1.2(c).

     "Noteholder" has the meaning specified in Section 4.5(a).

     "Note Purchase Price" has the meaning specified in Section 4.5(a)(ii).

     "Note Sale Notice" has the meaning specified in Section 4.5(a)(i).

     "Note Sale Period" has the meaning specified in Section 4.5(a)(ii).

     "Note Sale Offer" has the meaning specified in Section 4.5(a)(iii).

     "Offer" has the meaning specified in Section 4.2(a)(iv).

     "Offered Holders" has the meaning specified in Section 4.2(a)(i).

     "Offering Holder" has the meaning specified in Section 4.2(a).

     "Offer Notice" has the meaning specified in Section 4.2(a)(i).

     "Offer Period" has the meaning specified in Section 4.2(a)(ii).

                                       30



     "Offer Price" has the meaning specified in Section 4.2(a)(ii).

     "Offer Shares" has the meaning specified in Section 4.2(a)(ii).

     "Options" means options to purchase shares of Common Stock or other capital
stock of Holding granted under the Remington Stock Plans.

     "Other Shareholders" has the meaning specified in the Recitals.

     "Ownership Change Event" means the repayment in full of the RACI Senior
Notes.

     "Permitted Transfer" has the meaning specified in Section 4.1(a).

     "Person" means any natural person, firm, individual, partnership, joint
venture, limited liability company, business trust, trust, association,
corporation, company or unincorporated entity.

     "Proportionate Share" has the meaning specified in Section 4.2(a)(iv).

     "Public Offering" has the meaning specified in Section 4.1(a)(vii).

     "RACI A Senior Notes" has the meaning specified in the Recitals.

     "RACI B Senior Notes" has the meaning specified in the Recitals.

     "RACI Senior Notes" has the meaning specified in the Recitals.

     "Registration and Participation Agreement": the Amended and Restated
Registration and Participation Agreement, dated as of the same date as this
Agreement, among Holding, C&D Fund IV and BRS Fund II, as amended from time to
time.

     "Related Person" means with respect to a natural person, (a) each other
member of such individual's Family, (b) any Person that is directly or
indirectly controlled by any one or more members of such individual's Family;
and (c) any Person in which members of such individual's Family hold
(individually or in the aggregate) a 100% Interest. In this definition, the
"Family" of an individual includes (i) the individual, (ii) the individual's
spouse, (iii) any other natural person who is related to the individual or the
individual's spouse within the second degree and (iv) any domestic partner of
such individual; and "100% Interest" means direct or indirect beneficial
ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended) of voting securities or other voting interests representing all of
the outstanding voting power of a Person or equity securities or other equity
interests representing all of the outstanding equity securities or equity
interests in a Person.

                                       31



     "Remington" has the meaning specified in the Recitals.

     "Remington Board" has the meaning specified in Section 1.6.

     "Remington Stock Plans" means the Amended and Restated RACI Holding, Inc.
Stock Option Plan, the RACI Holding, Inc. 1994 Director Stock Plan, the RACI
Holding, Inc. Stock Purchase Plan, the RACI Holding, Inc. Director Stock
Purchase Plan, the RACI Holding, Inc. Director Stock Option Plan and the RACI
Holding, Inc. Stock Incentive Plan.

     "Representatives" means with respect to any Person, any of such Person's
directors, officers, employees, general partners, affiliates, attorneys,
accountants, financial and other advisers, and other agents and representatives,
including in the case of any Shareholder any person nominated to any of the
Boards by such Shareholder.

     "Repurchase" has the meaning specified in the Recitals.

     "Restricted Holder" means any of the Shareholders, their Affiliate
Transferees and Fund Distributees.

     "Sale Notes" has the meaning specified in Section 4.5(a)(ii).

     "Sale Notice" has the meaning specified in Section 4.4(a)(i).

     "Sale Offer" has the meaning specified in Section 4.4(a)(iii).

     "Sale of the Company" has the meaning specified in Section 3.1(d).

     "Sale Period" has the meaning specified in Section 4.4(a)(ii).

     "Sale Shares" has the meaning specified in Section 4.4(a)(ii).

     "Securities" has the meaning specified in Section 5.1.

     "Selling Holder" has the meaning specified in Section 4.3(a).

     "Shareholder" and "Shareholders" have the meaning specified in the
preamble.

     "Share Purchase Price" has the meaning specified in the Recitals.

     "Significant Subsidiary" means any Subsidiary, direct or indirect, of the
Company, either (i) whose EBITDA is more than 10% of the EBITDA of the Company
and its Subsidiaries on a consolidated basis, or (ii) whose assets exceed 20% of
the assets of the Company and its Subsidiaries on a consolidated basis.

                                       32



     "Special Registration" means the registration of equity securities and/or
options or other rights in respect thereof solely on Form S-4 or S-8 or any
similar or successor form.

     "Subscription Notice" has the meaning specified in Section 5.1(b).

     "Subscription Offer" has the meaning specified in Section 5.1(c).

     "Subsidiary" means each corporation or other Person in which a Person owns
or controls, directly or indirectly, capital stock or other equity interests
representing at least 50% of the outstanding voting stock or other equity
interests.

     "Supermajority Voting Matters" has the meaning specified in Section 3.2.

     "Tag Sale Notice" has the meaning specified in Section 4.3(a)(i).

     "Third Party Transfer" has the meaning specified in Section 4.1(a)(iii).

     "Third Party Transferee" has the meaning specified in Section 4.1(a)(iii).

     "Transfer" has the meaning specified in Section 4.1(a).

                                  ARTICLE VIII.

                                  MISCELLANEOUS

     Section 8.1.   By-Laws and Certificate of Incorporation; Amendments.

     (a)  The By-Laws of each Company as in effect on the date of this Agreement
are attached as Exhibits B and C. The Certificate of Incorporation of each
Company as in effect on the date of this Agreement is attached as Exhibits D and
E.

     (b)  Neither the Certificate of Incorporation nor the By-Laws of each
Company may be amended in a manner inconsistent with the terms of this Agreement
without the consent of both Shareholders.

     (c)  The provisions of this agreement prevail over any inconsistent
provision in the By-Laws of each Company, and as soon as possible after becoming
aware of any inconsistency, all parties will take all necessary steps to amend
the inconsistency in the By-Laws.

     Section 8.2.   Notices.

     All notices, requests, demands or other communications provided for
hereunder shall be in writing and shall be deemed to have been duly given to any
party (a) when delivered personally (by courier service or otherwise), (b) when
delivered by facsimile

                                       33



and confirmed by receipt of the proper facsimile confirmation, (c) five days
after being mailed by first class mail, postage prepaid (registered or certified
mail, return receipt requested), (d) when receipt acknowledged, if telecopied,
or (e) the next business day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery, in each case to the
applicable address set forth as follows, or to such other address as such party
may have designated to the Company in writing:

          (i)    if to Holding:

                 RACI Holding, Inc.
                 c/o Remington Arms Company, Inc.
                 870 Remington Drive
                 P.O. Box 700
                 Madison, NC 27025-0700
                 Fax Number: (336) 548-7779
                 Attention:  Chief Financial Officer

          (ii)   if to C&D Fund IV:

                 The Clayton & Dubilier Private Equity Fund IV
                 Limited Partnership
                 270 Greenwich Avenue
                 Greenwich, Connecticut 06830
                 Attention:  Clayton & Dubilier Associates IV
                 Limited Partnership

                 and with a copy (which shall not constitute notice) to:

                 Debevoise & Plimpton
                 919 Third Avenue
                 New York, New York  10022
                 Fax Number:  (212) 909-6836
                 Attention:  Paul S. Bird, Esq.

          (iii)  If to BRS Fund II:

                 c/o Bruckmann, Rosser, Sherrill & Co, L.L.C.
                 126 East 56th Street
                 New York, New York  10022
                 Fax Number:  (212) 521-3799
                 Attention:  Stephen Sherrill

                                       34



                 with a copy (which shall not constitute notice) to:

                 Kirkland & Ellis
                 Citigroup Center
                 153 East 53rd Street
                 New York, New York  10022-4675
                 Fax Number:  (212) 446-4900
                 Attention:  Kim Taylor, Esq.

or to such other address or to such other person as any party last designates by
notice to the other party.

     Section 8.3.   Severability.

     If any provision of this Agreement is invalid, inoperative or unenforceable
for any reason, such circumstance shall not have the effect of rendering the
provision in question inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions herein contained
invalid, inoperative or unenforceable to any extent whatsoever. The invalidity
of any one or more phrases, sentences, clauses, Sections or subsections of this
Agreement shall not affect the remaining portions of this Agreement.

     Section 8.4.   Term.

     This Agreement is effective as of the date of this Agreement and will
continue in effect hereafter until the earliest to occur of:

     (a)  its termination by the unanimous written consent of the Shareholders;

     (b)  the purchase by C&D Fund IV or any of its Affiliates of all of the
Covered Shares held by BRS Fund II, its Affiliates and Fund Distributees
pursuant to a Sale Offer under Section 4.4; and

     (c)  the establishment of a Public Market for the Common Stock. A "Public
Market" for the Common Stock will be deemed to have been established at such
time as 20% of the Common Stock (on a fully diluted basis) has been sold to the
public pursuant to an effective registration statement under the Securities Act
other than a Special Registration,

provided that if this Agreement is terminated pursuant to Section 8.4(c), then
for so long as C&D Fund IV or any of its Affiliate Transferees or Fund
Distributees own any shares of Common Stock, Section 1.2(c)(i), Section
1.2(f)(ii), Section 1.3(a)(iii) and Section 1.3(c)(iii) will continue in full
force and effect for so long as any of Named Existing Director satisfies the
requirements set forth in Section 1.2(c)(i).

                                       35



     Section 8.5.   Headings.

     The headings contained in this Agreement are for purposes of convenience
only and shall not affect the meaning or interpretation of this Agreement.

     Section 8.6.   Entire Agreement.

     This Agreement, together with the Investment Agreement and the Registration
and Participation Agreement, constitutes the entire agreement and supersedes all
prior agreements and understandings, both written and oral, among the parties
with respect to its subject matter.

     Section 8.7.   Counterparts.

     This Agreement may be executed in several counterparts, each of which will
be deemed an original and all of which together will constitute one and the same
instrument.

     Section 8.8.   Governing Law.

     This Agreement will be governed by and construed in accordance with the
internal laws of the State of Delaware applicable to agreements made and
performed within such State.

     Section 8.9.   Assignment.

     Except as provided in Section 4.2(e), Section 4.4(d), Section 4.5(d),
Section 6.2 and Section 5.7, this Agreement is not assignable by any party
without the prior written consent of the other parties.

     Section 8.10.  Binding Effect; No Third Party Beneficiaries.

     This Agreement will be binding upon and inure to the benefit of the parties
and their respective heirs, successors and assigns permitted under Section 8.9,
and nothing in this Agreement will confer any rights upon any Person other than
the parties and each such party's respective heirs, successors and assigns
permitted under Section 8.9, provided that each Named Existing Director is a
third party beneficiary of the obligations of each Shareholder under Section
1.2(c)(i), Section 1.2(f)(ii), Section 1.3(a)(iii) and Section 1.3(c)(iii);

     Section 8.11.  Amendment; Waivers, etc.

     This Agreement may only be amended by written agreement executed by C&D
Fund IV, BRS Fund II and Holding. No waiver under this Agreement will be valid
or binding unless set forth in writing and duly executed by the party against
whom

                                       36



enforcement of the waiver is sought. Any such waiver will constitute a waiver
only with respect to the specific matter described in such writing and will in
no way impair the rights of the party granting such waiver in any other respect
or at any other time.

     Section 8.12.  Consent to Jurisdiction.

     Each party irrevocably submits to the exclusive jurisdiction of (a) the
Supreme Court of the State of New York, New York County, and (b) the United
States District Court for the Southern District of New York, for the purposes of
any suit, action or other proceeding arising out of this Agreement or any
transaction contemplated hereby (and agrees not to commence any such suit,
action or other proceeding except in such courts). Each party further agrees
that service of any process, summons, notice or document by U.S. registered mail
to such party's respective address set forth or referred to in Section 8.2 will
be effective service of process for any such suit, action or other proceeding.
Each party irrevocably and unconditionally waives any objection to the laying of
venue of any such suit, action or other proceeding in (i) the Supreme Court of
the State of New York, New York County, and (ii) the United States District
Court for the Southern District of New York, that any such suit, action or other
proceeding brought in any such court has been brought in an inconvenient forum.

     Section 8.13.  Waiver of Jury Trial.

     Each party hereby waives, to the fullest extent permitted by Applicable
Law, any right it may have to a trial by jury in respect of any suit, action or
other proceeding arising out of or any transaction contemplated by this
Agreement. Each party (a) certifies that no representative, agent or attorney of
any other party has represented, expressly or otherwise, that such other party
would not, in the event of litigation, seek to enforce the foregoing waiver and
(b) acknowledges that it and the other parties have been induced to enter into
this Agreement by, among other things, the mutual waivers and certifications in
this Section 8.13.

              [the remainder of this page left intentionally blank]

                                       37



     IN WITNESS WHEREOF, the parties have duly executed this Agreement by their
authorized representatives as of the date first above written.

                                      RACI HOLDING, INC.


                                      By: /s/ Mark A. Little
                                         ---------------------------------------
                                      Name:  Mark A. Little
                                      Title: Chief Financial Officer


                                      THE CLAYTON & DUBILIER PRIVATE EQUITY
                                      FUND IV LIMITED PARTNERSHIP

                                      By: Clayton & Dubilier Associates IV
                                      Limited Partnership, its general partner


                                      By: /s/ Donald J. Gogel
                                         ---------------------------------------
                                      Name:  Donald J. Gogel
                                      Title: President


                                      BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P.

                                      By: BRSE, L.L.C., its general partner


                                      By: /s/ Stephen Sherrill
                                         ---------------------------------------
                                      Name:  Stephen Sherrill
                                      Title: Managing Director

                                       38



                                                                  EXECUTION COPY

                                                                       EXHIBIT A

                   OTHER COMMITTEES OF THE BOARD OF DIRECTORS
                         OF REMINGTON ARMS COMPANY, INC.

AUDIT COMMITTEE
- ---------------
Bobby R. Brown, Chairman
Richard A. Gilleland
Richard E. Heckert
Hubbard C. Howe

BENEFITS COMMITTEE                       INVESTMENT COMMITTEE
- ------------------                       --------------------
Leon J. Hendrix, Jr., Chairman           Leon J. Hendrix, Jr., Chairman
Michael G. Babiarz                       Michael G. Babiarz
Samuel G. Grecco                         Samuel G. Grecco
Hubbard C. Howe                          Hubbard C. Howe
Thomas E. Ireland                        Thomas E. Ireland
Mark A. Little                           Mark A. Little
Stephen C. Sherrill                      Stephen C. Sherrill

PUBLIC POLICY COMMITTEE                  COMPENSATION COMMITTEE
- -----------------------                  ----------------------
Richard E. Heckert, Chairman             Richard A. Gilleland, Chairman
Bobby R. Brown                           Richard E. Heckert
Richard A. Gilleland                     H. Norman Schwarzkopf
Richard E. Heckert                       Stephen C. Sherrill
Thomas E. Ireland
H. Norman Schwarzkopf
Thomas L. Millner



                                                                       EXHIBIT B

                               RACI HOLDING, INC.

                                     BY-LAWS

                  As amended and restated on February 12, 2003



                                Table of Contents



                                                                                                      Page
                                                                                                      ----
                                                                                                     
ARTICLE I STOCKHOLDERS

Section 1.01          Annual Meetings....................................................................1
Section 1.02          Special Meetings ..................................................................1
Section 1.03          Notice of Meeting; Waiver..........................................................1
Section 1.04          Quorum.............................................................................2
Section 1.05          Voting.............................................................................2
Section 1.06          Voting by Ballot...................................................................2
Section 1.07          Proxies............................................................................3
Section 1.08          Organization; Procedure............................................................3
Section 1.09          Consent of Stockholders in Lieu of Meeting.........................................4

ARTICLE II BOARD OF DIRECTORS

Section 2.01          General Powers.....................................................................4
Section 2.02          Number and Term of Office..........................................................4
Section 2.03          Election of Directors..............................................................5
Section 2.04          Annual and Regular Meetings........................................................5
Section 2.05          Special Meetings; Notice...........................................................5
Section 2.06          Quorum: Voting.....................................................................6
Section 2.07          Adjournment........................................................................6
Section 2.08          Action Without a Meeting...........................................................6
Section 2.09          Regulations: Manner of Acting......................................................6
Section 2.10          Action by Telephonic Communications................................................6
Section 2.11          Resignations.......................................................................6
Section 2.12          Removal of Directors...............................................................7
Section 2.13          Vacancies and Newly Created Directorships..........................................7
Section 2.14          Compensation.......................................................................7
Section 2.15          Reliance on Accounts and Reports...................................................7

ARTICLE III EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 3.01          How Constituted....................................................................8
Section 3.02          Powers.............................................................................8
Section 3.03          Proceedings........................................................................9
Section 3.04          Quorum and Manner of Acting........................................................9
Section 3.05          Action by Telephonic Communications...............................................10
Section 3.06          Absent or Disqualified Members....................................................10
Section 3.07          Resignations......................................................................10
Section 3.08          Removal...........................................................................10
Section 3.09          Vacancies.........................................................................10


                                        i



                                Table of Contents
                                    (continued)



                                                                                                      Page
                                                                                                      ----
                                                                                                     
ARTICLE IV OFFICERS

Section 4.01          Number............................................................................11
Section 4.02          Election..........................................................................11
Section 4.03          Salaries..........................................................................11
Section 4.04          Removal and Resignation; Vacancies................................................11
Section 4.05          Authority and Duties of Officers..................................................11
Section 4.06          The Chief Executive Officer.......................................................11
Section 4.07          The Vice Presidents...............................................................12
Section 4.08          The Secretary.....................................................................12
Section 4.09          The Chief Financial Officer.......................................................13
Section 4.10          The Treasurer.....................................................................14
Section 4.11          Additional Officers...............................................................14
Section 4.12          Security..........................................................................15

ARTICLE V STOCK

Section 5.01          Certificates of Stock.............................................................15
Section 5.02          Signatures; Facsimile.............................................................15
Section 5.03          Lost, Stolen or Destroyed Certificates............................................15
Section 5.04          Transfer of Stock.................................................................15
Section 5.05          Record Date.......................................................................16
Section 5.06          Registered Stockholders...........................................................17
Section 5.07          Transfer Agent and Registrar......................................................17

ARTICLE VI INDEMNIFICATION

Section 6.01          Nature of Indemnity...............................................................17
Section 6.02          Successful Defense................................................................18
Section 6.03          Determination That Indemnification Is Proper......................................18
Section 6.04          Advance Payment of Expenses.......................................................19
Section 6.05          Procedure for Indemnification of Directors and Officers...........................19
Section 6.06          Survival: Preservation of Other Rights............................................19
Section 6.07          Insurance.........................................................................20
Section 6.08          Severability......................................................................20

ARTICLE VII OFFICES

Section 7.01          Registered Office.................................................................20
Section 7.02          Other Offices.....................................................................21


                                       ii



                                Table of Contents
                                    (continued)



                                                                                                      Page
                                                                                                      ----
                                                                                                     
ARTICLE VIII GENERAL PROVISIONS

Section 8.01          Dividends.........................................................................21
Section 8.02          Reserves..........................................................................21
Section 8.03          Execution of Instruments..........................................................21
Section 8.04          Corporate Indebtedness............................................................22
Section 8.05          Deposits..........................................................................22
Section 8.06          Checks............................................................................22
Section 8.07          Sale, Transfer, etc. of Securities................................................22
Section 8.08          Voting as Stockholder.............................................................22
Section 8.09          Fiscal Year.......................................................................23
Section 8.10          Seal..............................................................................23
Section 8.11          Books and Records; Inspection.....................................................23
Section 8.12          Definitions.......................................................................23

ARTICLE IX AMENDMENT OF BY-LAWS

Section 9.01          Amendment.........................................................................24

ARTICLE X CONSTRUCTION

Section 10.01         Construction......................................................................24


                                       iii



                               RACI HOLDING, INC.

                                     BY LAWS

                  As amended and restated on February 12, 2003

     Certain defined terms used herein without definition shall have the
meanings set forth in Section 8.12.

                                    ARTICLE I

                                  STOCKHOLDERS

     Section 1.01 Annual Meetings. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as properly may come before such meeting shall be held at such place,
either within or without the State of Delaware, and at such time as shall be
designated for the first regularly-scheduled meeting of the Board of Directors
in each calendar year, or at such other date and hour as may be fixed from time
to time by resolution of the Board of Directors and set forth in the Notice or
Waiver of Notice of the meeting. [Section 211(a), (b).]/1/

     Section 1.02 Special Meetings. Special meetings of the stockholders may be
called at any time by the Chief Executive Officer (or, in the event of his or
her absence or disability, by any Vice President) or by the Board of Directors.
A special meeting shall be called by the Chief Executive Officer (or, in the
event of his or her absence or disability, by any Vice President) or by the
Secretary, immediately upon receipt of a written request therefor by
stockholders holding in the aggregate not less than a majority of the
outstanding shares of the Corporation at the time entitled to vote at any
meeting of the stockholders. If such officers or the Board of Directors shall
fail to call such meeting within 20 days after receipt of such request, any
stockholder executing such request may call such meeting. Such special meetings
of the stockholders shall be held at such places, within or without the State of
Delaware, as shall be specified in the respective notices or waivers of notice
thereof. [Section 211(d).]

     Section 1.03 Notice of Meeting; Waiver. The Secretary or any Assistant
Secretary shall cause written notice of the place, date and hour of each meeting
of the stockholders, and, in the case of a special meeting, the purpose or
purposes for which

- ----------
/1/  Citations are to the General Corporation Law of the State of Delaware as in
     effect on September 1, 1998 (the "DGCL"), and are inserted for reference
     only, and do not constitute a part of the By-Laws.



such meeting is called, to be given personally or by mail, not less than ten nor
more than sixty days prior to the meeting, to each stockholder of record
entitled to vote at such meeting. If such notice is mailed, it shall be deemed
to have been given to a stockholder when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
record of stockholders of the Corporation, or, if he shall have filed with the
Secretary of the Corporation a written request that notices to him be mailed to
some other address, then directed to him at such other address. Such further
notice shall be given as may be required by law.

     No notice of any meeting of stockholders need be given to any stockholder
who submits a signed waiver of notice, whether before or after the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders need be specified in a written waiver of
notice. The attendance of any stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting is
not lawfully called or convened. [Sections 222, 229.]

     Section 1.04 Quorum. Except as otherwise required by law or by the
Certificate of Incorporation, the presence in person or by proxy of the holders
of record of a majority of the shares entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business at such
meeting. [Section 216.]

     Section 1.05 Voting. If, pursuant to Section 5.05 of these By-Laws, a
record date has been fixed, every holder of record of shares entitled to vote at
a meeting of stockholders shall be entitled to one vote for each share
outstanding in his name on the books of the Corporation at the close of business
on such record date. If no record date has been fixed, then every holder of
record of shares entitled to vote at a meeting of stockholders shall be entitled
to one vote for each share of stock standing in his name on the books of the
Corporation at the close of business on the day next preceding the day on which
notice of the meeting is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. Except
as otherwise required by law or by the Certificate of Incorporation or by these
By-Laws, the vote of a majority of the shares represented in person or by proxy
at any meeting at which a quorum is present shall be sufficient for the
transaction of any business at such meeting. [Sections 212(a), 216.]

     Section 1.06 Voting by Ballot. No vote of the stockholders need be taken by
written ballot unless otherwise required by law. Any vote which need not be
taken by ballot may be conducted in any manner approved by the meeting.

     Section 1.07 Adjournment. If a quorum is not present at any meeting of the
stockholders, the stockholders present in person or by proxy shall have the
power to

                                        2



adjourn any such meeting from time to time until a quorum is present. Notice of
any adjourned meeting of the stockholders of the Corporation need not be given
if the place, date and hour thereof are announced at the meeting at which the
adjournment is taken, provided, however, that if the adjournment is for more
than thirty days, or if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice
of the adjourned meeting, conforming to the requirements of Section 1.03 hereof,
shall be given to each stockholder of record entitled to vote at such meeting.
At any adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted on the original date of the meeting.
[Section 222(c).]

     Section 1.08 Proxies. Any stockholder entitled to vote at any meeting of
the stockholders or to express consent to or dissent from corporate action in
writing without a meeting may authorize another person or persons to vote at any
such meeting and express such consent or dissent for him by proxy. A stockholder
may authorize a valid proxy by executing a written instrument signed by such
stockholder, or by causing his or her signature to be affixed to such writing by
any reasonable means including, but not limited to, by facsimile signature, or
by transmitting or authorizing the transmission of a telegram, cablegram or
other means of electronic transmission to the person designated as the holder of
the proxy, a proxy solicitation firm or a like authorized agent. No such proxy
shall be voted or acted upon after the expiration of three years from the date
of such proxy, unless such proxy provides for a longer period. Every proxy shall
be revocable at the pleasure of the stockholder executing it, except in those
cases where applicable law provides that a proxy shall be irrevocable. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by filing another duly executed proxy bearing a later date with the
Secretary. Proxies by telegram, cablegram or other electronic transmission must
either set forth or be submitted with information from which it can be
determined that the telegram, cablegram or other electronic transmission was
authorized by the stockholder. Any copy, facsimile telecommunication or other
reliable reproduction of a writing or transmission created pursuant to this
section may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission. [Section 212(b), (c), (d), (e).]

     Section 1.09 Organization; Procedure. At every meeting of stockholders the
presiding officer shall be the Chief Executive Officer or, in the event of his
absence or disability, a presiding officer chosen by a majority of the
stockholders present in person or by proxy. The Secretary, or in the event of
his absence or disability, the Assistant Secretary, if any, or if there be no
Assistant Secretary, in the absence of the Secretary, an appointee of the
presiding officer, shall act as Secretary of the meeting. The order of

                                        3



business and all other matters of procedure at every meeting of stockholders may
be determined by such presiding officer.

     Section 1.10 Consent of Stockholders in Lieu of Meeting. To the fullest
extent permitted by law, whenever the vote of stockholders at a meeting thereof
is required or permitted to be taken for or in connection with any corporate
action, such action may be taken without a meeting, without prior notice and
without a vote of stockholders, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.

     Every written consent shall bear the date of signature of each stockholder
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty days of the earliest
dated consent delivered in the manner required by law to the Corporation,
written consents signed by a sufficient number of holders to take action are
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt
requested. [Section 228(a), (c).]

                                   ARTICLE II

                               BOARD OF DIRECTORS

     Section 2.01 General Powers. Except as may otherwise be provided by law, by
the Certificate of Incorporation or by these By-Laws, the property, affairs and
business of the Corporation shall be managed by or under the direction of the
Board of Directors and the Board of Directors may exercise all the powers of the
Corporation. [Section 141(a).]

     Section 2.02 Number and Term of Office. During the term of the Shareholders
Agreement, the number of Directors constituting the entire Board of Directors
shall be fixed as set forth in the Shareholders Agreement. Following the
expiration of the Shareholders Agreement, the number of Directors constituting
the entire Board of Directors shall be such number of Directors as in office at
the time of such expiration, which number may be modified from time to time by
resolution of the Board of Directors, but in no event shall the number of
Directors be less than one (1). Each

                                        4



Director (whenever elected) shall hold office until his successor has been duly
elected and qualified, or until his earlier death, resignation or removal.
[Section 141 (b).]

     Section 2.03 Election of Directors. Except as otherwise provided in
Sections 2.12 and 2.13 of these By-Laws, the Directors shall be elected at each
annual meeting of the stockholders. If the annual meeting for the election of
Directors is not held on the date designated therefor, the Directors shall cause
the meeting to be held as soon thereafter as convenient. At each meeting of the
stockholders for the election of Directors, provided a quorum is present, the
Directors shall be elected by a plurality of the votes validly cast in such
election. [Sections 211(b), (c), 216.]

     Section 2.04 Annual and Regular Meetings. The annual meeting of the Board
of Directors for the purpose of electing officers and for the transaction of
such other business as may come before the meeting shall be held as soon as
possible following adjournment of the annual meeting of the stockholders at the
place of such annual meeting of the stockholders. Notice of such annual meeting
of the Board of Directors need not be given. The Board of Directors from time to
time may by resolution provide for the holding of regular meetings and fix the
place (which may be within or without the State of Delaware) and the date and
hour of such meetings. Notice of regular meetings need not be given, provided,
however, that if the Board of Directors shall fix or change the time or place of
any regular meeting, notice of such action shall be mailed promptly, or sent by
telegram, radio or cable, to each Director who shall not have been present at
the meeting at which such action was taken, addressed to him at his usual place
of business, or shall be delivered to him personally. Notice of such action need
not be given to any Director who attends the first regular meeting after such
action is taken without protesting the lack of notice to him, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver of
notice, whether before or after such meeting. [Sections 141(g), 229.]

     Section 2.05 Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chief Executive Officer (or in
the event of his absence or disability, by any Vice President) or by a majority
of the Directors then in office, at such place (within or without the State of
Delaware), date and hour as may be specified in the respective notices or
waivers of notice of such meetings. Special meetings of the Board of Directors
may be called on 24 hours' notice, if notice is given to each Director
personally or by telephone or telegram, or on five days' notice, if notice is
mailed to each Director, addressed to him at his usual place of business. Notice
of any special meeting need not be given to any Director who attends such
meeting without protesting the lack of notice to him, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver of
notice, whether before or after such meeting, and any business may be transacted
thereat. [Sections 141 (g), 229.]

                                        5



     Section 2.06 Quorum: Voting. At all meetings of the Board of Directors, the
presence of a majority of the total then authorized number of Directors shall
constitute a quorum for the transaction of all business. The vote of a majority
of the Directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors, except (i) as otherwise required by law
[Section 141 (b)], (ii) during the term of the Shareholders Agreement and prior
to the occurrence of an Ownership Change Event, the affirmative vote of nine
Directors is required for any Supermajority Voting Matters, and (iii) during the
term of the Shareholders Agreement and following the occurrence of an Ownership
Change Event, the affirmative vote of at least 73% of the Directors then in
office is required for the appointment and removal of the Chief Executive
Officer of the Corporation.

     Section 2.07 Adjournment. A majority of the Directors present, whether or
not a quorum is present, may adjourn any meeting of the Board of Directors to
another time or place. No notice need be given of any adjourned meeting unless
the time and place of the adjourned meeting are not announced at the time of
adjournment, in which case notice conforming to the requirements of Section 2.05
shall be given to each Director.

     Section 2.08 Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a meeting
if all members of the Board of Directors consent thereto in writing, and such
writing or writings are filed with the minutes of proceedings of the Board of
Directors. [Section 141(f).]

     Section 2.09 Regulations; Manner of Acting. To the extent consistent with
applicable law, the Certificate of Incorporation and these By-Laws, the Board of
Directors may adopt such rules and regulations for the conduct of meetings of
the Board of Directors and for the management of the property, affairs and
business of the Corporation as the Board of Directors may deem appropriate. The
Directors shall act only as a Board, and the individual Directors shall have no
power as such.

     Section 2.10 Action by Telephonic Communications. Members of the Board of
Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this provision shall constitute presence in person at such
meeting. [Section 141(i).]

     Section 2.11 Resignations. Any Director may resign at any time by
delivering a written notice of resignation, signed by such Director, to the
Chief Executive Officer or the Secretary. Unless otherwise specified therein,
such resignation shall take effect upon delivery. [Section 141(b).]

                                        6



     Section 2.12 Removal of Directors. Any Director may be removed at any time,
either for or without cause, upon the affirmative vote of the holders of a
majority of the outstanding shares of stock of the Corporation entitled to vote
for the election of such Director. Any vacancy in the Board of Directors caused
by any such removal may be filled at such meeting by the stockholders entitled
to vote for the election of the Director so removed in accordance with Section
2.13 hereof. If such stockholders do not fill such vacancy at such meeting (or
in the written instrument effecting such removal, if such removal was effected
by consent without a meeting), such vacancy may be filled in the manner provided
in Section 2.13 of these By-Laws. [Section 141(k).]

     Section 2.13 Vacancies and Newly Created Directorships. If any vacancies
shall occur in the Board of Directors, by reason of death, resignation, removal
or otherwise, or if the authorized number of Directors shall be increased, the
Directors then in office shall continue to act, and such vacancies and newly
created directorships may be filled by a majority of the Directors then in
office, although less than a quorum. A Director elected to fill a vacancy or a
newly created directorship shall hold office until his successor has been
elected and qualified or until his earlier death, resignation or removal. Any
such vacancy or newly created directorship may also be filled at any time by
vote of the stockholders. [Sections 141 (b), 223.]

     Section 2.14 Compensation. The amount, if any, which each Director shall be
entitled to receive as compensation for his services as such shall be fixed from
time to time by resolution of the Board of Directors, provided that (a) no
director who is an officer or employee of CDR or BRS at any time that CDR or
BRS, as the case may be, is providing consulting services to the Corporation or
one or more of its subsidiaries and (b) no director who is an officer or
employee of the Corporation, shall be entitled to receive any compensation for
his or her services as a Director (although such Director shall be entitled to
be reimbursed for any reasonable out-of-pocket expenses incurred in connection
with his or her services as a Director). [Section 141 (h).]

     Section 2.15 Reliance on Accounts and Reports, etc. A Director, or a member
of any Committee designated by the Board of Directors shall, in the performance
of his duties, be fully protected in relying in good faith upon the records of
the Corporation and upon information, opinions, reports or statements presented
to the Corporation by any of the Corporation's officers or employees, or
Committees designated by the Board of Directors, or by any other person as to
the matters the member reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation. [Section 141(e).]

                                        7



                                   ARTICLE III

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

     Section 3.01 How Constituted. The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more Committees,
including an Executive Committee, each such Committee to consist of such number
of Directors as from time to time may be fixed by the Board of Directors,
provided that during the term of the Shareholders Agreement, the Executive
Committee will consist of four Directors, and the composition of the Executive
Committee will be as provided in the Shareholders Agreement. Any Committee may
be abolished or redesignated from time to time by the Board of Directors. The
Board of Directors may designate one or more Directors as alternate members of
any such Committee (excluding, during the term of the Shareholders Agreement,
the Executive Committee), who may replace any absent or disqualified member or
members at any meeting of such Committee. After the termination of the
Shareholders Agreement, members (and alternate members, if any) of each such
Committee may be designated at the annual meeting of the Board of Directors.
Each member (and each alternate member) of any such Committee (whether
designated at an annual meeting of the Board of Directors or to fill a vacancy
or otherwise) shall hold office until his successor shall have been designated
or until he shall cease to be a Director, or until his earlier death,
resignation or removal. [Section 141(b), (c).]

     Section 3.02 Powers. During the intervals between the meetings of the Board
of Directors, the Executive Committee, except as otherwise provided in this
section, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the property, affairs and business of the
Corporation. Each such other Committee, except as otherwise provided in this
section, shall have and may exercise such powers of the Board of Directors as
may be provided by resolution or resolutions of the Board of Directors. Neither
the Executive Committee nor any such other Committee shall have the power or
authority:

          (a)     to amend the Certificate of Incorporation (except that a
     Committee may, to the extent authorized in the resolution or resolutions
     providing for the issuance of shares of stock adopted by the Board of
     Directors as provided in Section 151(a) of the DGCL, fix the designations
     and any of the preferences or rights of such shares relating to dividends,
     redemption, dissolution, any distribution of assets of the Corporation or
     the conversion into, or the exchange of such shares for, shares of any
     other class or classes or any other series of the same or any other class
     or classes of stock of the Corporation or fix the number of shares of any
     series of stock or authorize the increase or decrease of the shares of any
     series);

                                        8



          (b)     to adopt an agreement of merger or consolidation or a
     certificate of ownership or merger;

          (c)     to recommend to the stockholders the sale, lease or exchange
     of all or substantially all of the Corporation's property and assets;

          (d)     to recommend to the stockholders a dissolution of the
     Corporation or a revocation of a dissolution;

          (e)     to declare a dividend;

          (f)     to authorize the issuance of stock;

          (g)     to appoint or remove the Chief Executive Officer, the Chief
     Financial Officer or any Vice President of the Corporation or a Director;

          (h)     to authorize any new compensation or benefit program;

          (i)     to appoint or discharge the Corporation's independent public
     accountants;

          (j)     to authorize the annual operating plan, annual capital
     expenditure plan and strategic plan;

          (k)     to abolish or usurp the authority of the Board of Directors;

          (l)     during the term of the Shareholders Agreement and prior to the
     occurrence of an Ownership Change Event, any Supermajority Voting Matters;
     or

          (m)     to amend these By-Laws of the Corporation.

The Executive Committee shall have, and any such other Committee may be granted
by the Board of Directors, power to authorize the seal of the Corporation to be
affixed to any or all papers which may require it. [Section 141(c).]

     Section 3.03 Proceedings. Each such Committee may fix its own rules of
procedure and may meet at such place (within or without the State of Delaware),
at such time and upon such notice, if any, as it shall determine from time to
time. Each such Committee shall keep minutes of its proceedings and shall report
such proceedings to the Board of Directors at the meeting of the Board of
Directors next following any such proceedings.

     Section 3.04 Quorum and Manner of Acting. Except as may be otherwise
provided in the resolution creating such Committee, at all meetings of any
Committee the

                                        9



presence of members (or alternate members) constituting a majority of the total
then authorized membership of such Committee shall constitute a quorum for the
transaction of business. The act of the majority of the members present at any
meeting at which a quorum is present shall be the act of such Committee. Any
action required or permitted to be taken at any meeting of any such Committee
may be taken without a meeting, if all members of such Committee shall consent
to such action in writing and such writing or writings are filed with the
minutes of the proceedings of the Committee. The members of any such Committee
shall act only as a Committee, and the individual members of such Committee
shall have no power as such. [Section 141(b), (c), (f).]

     Section 3.05 Action by Telephonic Communications. Members of any Committee
designated by the Board of Directors may participate in a meeting of such
Committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting. [Section 141(i).]

     Section 3.06 Absent or Disqualified Members. In the absence or
disqualification of a member of any Committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member so long as Section 3.01 is complied with in respect of the Executive
Committee. [Section 141(c).]

     Section 3.07 Resignations. Any member (and any alternate member) of any
Committee may resign at any time by delivering a written notice of resignation,
signed by such member, to the Chief Executive Officer. Unless otherwise
specified therein, such resignation shall take effect upon delivery. [Section
141 (b).]

     Section 3.08 Removal. Any member (and any alternate member) of any
Committee may be removed at any time, either for or without cause, by resolution
adopted by a majority of the whole Board of Directors, so long as Section 3.01
is complied with in respect of the Executive Committee.

     Section 3.09 Vacancies. If any vacancy shall occur in any Committee, by
reason of disqualification, death, resignation, removal or otherwise, the
remaining members (and any alternate members) shall continue to act, and any
such vacancy may be filled by the Board of Directors.

                                       10



                                   ARTICLE IV

                                    OFFICERS

     Section 4.01 Number. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a Chief Executive Officer, one or more Vice
Presidents, a Secretary and a Treasurer. The Board of Directors also may elect a
Chief Financial Officer and one or more Assistant Secretaries and Assistant
Treasurers in such numbers as the Board of Directors may determine. Any number
of offices may be held by the same person. No officer need be a Director of the
Corporation. [Section 142(a), (b).]

     Section 4.02 Election. Unless otherwise determined by the Board of
Directors, the officers of the Corporation shall be elected by the Board of
Directors at the annual meeting of the Board of Directors, and shall be elected
to hold office until the next succeeding annual meeting of the Board of
Directors. In the event of the failure to elect officers at such annual meeting,
officers may be elected at any regular or special meeting of the Board of
Directors. Each officer shall hold office until his successor has been elected
and qualified, or until his earlier death, resignation or removal. In the event
of a vacancy in the office of a Vice President, Secretary, Assistant Secretary,
Treasurer, or Assistant Treasurer, the Chief Executive Officer may appoint a
replacement to serve until the next meeting of the Board of Directors where a
successor is elected and qualified. [Section 142(b).]

     Section 4.03 Salaries. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

     Section 4.04 Removal and Resignation; Vacancies. Any officer may be removed
for or without cause at any time by the Board of Directors. Any officer may
resign at any time by delivering a written notice of resignation, signed by such
officer, to the Board of Directors or the Chief Executive Officer. Unless
otherwise specified therein, such resignation shall take effect upon delivery.
Any vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise, shall be filled by the Board of Directors. [Section
142(b), (e).]

     Section 4.05 Authority and Duties of Officers. The officers of the
Corporation shall have such authority and shall exercise such powers and perform
such duties as may be specified in these By-Laws, except that in any event each
officer shall exercise such powers and perform such duties as may be required by
law. [Section 142(a).]

     Section 4.06 The Chief Executive Officer. The Chief Executive Officer shall
preside at all meetings of the stockholders at which he is present, shall be the
chief executive officer of the Corporation, shall have, subject to the direction
of, and pursuant to resolutions approved by, the Board of Directors, general
control and supervision of the

                                       11



policies and operations of the Corporation, shall see that all orders and
resolutions of the Board of Directors are carried into effect and shall report
to the Board of Directors. He shall manage and administer the Corporation's
business and affairs and shall also perform all duties and exercise all powers
usually pertaining to the office of a chief executive officer of a corporation.
He shall have the authority to sign in the name and on behalf of the
Corporation, checks, orders, contracts, leases, notes, drafts and other
documents and instruments in connection with the business of the Corporation,
and together with the Secretary or an Assistant Secretary, conveyances of real
estate and other documents and instruments to which the seal of the Corporation
is affixed. He shall have the authority to cause the employment or appointment
of such employees and agents of the Corporation as the conduct of the business
of the Corporation may require, to fix their compensation, and to remove or
suspend any employee or agent elected or appointed by the Chief Executive
Officer or the Board of Directors. The Chief Executive Officer shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

     Section 4.07 The Vice Presidents. Each Vice President shall perform such
duties and exercise such powers as may be assigned to him from time to time by
the Chief Executive Officer. In the absence of a Chief Executive Officer, the
duties of the Chief Executive Officer shall be performed and his powers may be
exercised by such Vice President as shall be designated by the Chief Executive
Officer, or failing such designation, such duties shall be performed and such
powers may be exercised by each Vice President in order of his earliest election
to that office; subject in any case to review and superseding action by the
Chief Executive Officer.

     Section 4.08 The Secretary. The Secretary shall have the following powers
and duties:

          (a)     He shall keep or cause to be kept a record of all the
     proceedings of the meetings of the stockholders and of the Board of
     Directors in books provided for that purpose.

          (b)     He shall cause all notices to be duly given in accordance with
     the provisions of these By-Laws and as required by law.

          (c)     Whenever any Committee shall be appointed pursuant to a
     resolution of the Board of Directors, he shall furnish a copy of such
     resolution to the members of such Committee.

          (d)     He shall be the custodian of the records and of the seal of
     the Corporation and cause such seal (or a facsimile thereof) to be affixed
     to all certificates representing shares of the Corporation prior to the
     issuance thereof and to all instruments the execution of which on behalf of
     the Corporation under

                                       12



     its seal shall have been duly authorized in accordance with these By-Laws,
     and when so affixed he may attest the same.

          (e)     He shall properly maintain and file all books, reports,
     statements, certificates and all other documents and records required by
     law, the Certificate of Incorporation or these By-Laws.

          (f)     He shall have charge of the stock books and ledgers of the
     Corporation and shall cause the stock and transfer books to be kept in such
     manner as to show at any time the number of shares of stock of the
     Corporation of each class issued and outstanding, the names (alphabetically
     arranged) and the addresses of the holders of record of such shares, the
     number of shares held by each holder and the date as of which each became
     such holder of record.

          (g)     He shall sign (unless the Treasurer, an Assistant Treasurer or
     Assistant Secretary shall have signed) certificates representing shares of
     the Corporation the issuance of which shall have been authorized by the
     Board of Directors.

          (h)     He shall perform, in general, all duties incident to the
     office of secretary and such other duties as may be specified in these
     By-Laws or as may be assigned to him from time to time by the Board of
     Directors or the Chief Executive Officer.

     Section 4.09 The Chief Financial Officer. The Chief Financial Officer shall
be the chief financial officer of the Corporation and shall have the following
powers and duties:

          (a)     He shall have charge and supervision over and be responsible
     for the moneys, securities, receipts and disbursements of the Corporation,
     and shall keep or cause to be kept full and accurate records of all
     receipts of the Corporation.

          (b)     He shall render to the Board of Directors whenever requested,
     a statement of the financial condition of the Corporation and of all his
     transactions as Chief Financial Officer, and render a full financial report
     at the annual meeting of the stockholders, if called upon to do so.

          (c)     He shall be empowered from time to time to require from all
     officers or agents of the Corporation reports or statements giving such
     information as he may desire with respect to any and all financial
     transactions of the Corporation.

                                       13



          (d)     He shall perform, in general, all duties incident to the
     office of chief financial officer and such other duties as may be specified
     in these By-Laws or as may be assigned to him from time to time by the
     Board of Directors or the Chief Executive Officer.

          (e)     The Chief Financial Officer shall report to the Chief
     Executive Officer.

          (f)     The Chief Executive Officer shall carry out all of the duties
     and responsibilities under this Section 4.09 if the Corporation has no
     Chief Financial Officer.

     Section 4.10 The Treasurer. The Treasurer shall be the treasurer of the
Corporation and shall have the following powers and duties:

          (a)     He shall cause the moneys and other valuable effects of the
     Corporation to be deposited in the name and to the credit of the
     Corporation in such banks or trust companies or with such bankers or other
     depositories as shall be selected in accordance with Section 8.05 of these
     By-Laws.

          (b)     He shall cause the moneys of the Corporation to be disbursed
     by checks or drafts (signed as provided in Section 8.06 of these By-Laws)
     upon the authorized depositories of the Corporation and cause to be taken
     and preserved proper vouchers for all moneys disbursed.

          (c)     He may sign (unless an Assistant Treasurer or the Secretary or
     an Assistant Secretary shall have signed) certificates representing stock
     of the Corporation the issuance of which shall have been authorized by the
     Board of Directors.

          (d)     He shall perform, in general, all duties incident to the
     office of treasurer and such other duties as may be specified in these
     By-Laws or as may be assigned to him from time to time by the Board of
     Directors or the Chief Financial Officer, to whom he shall report.

     Section 4.11 Additional Officers. The Board of Directors may appoint such
other officers and agents as it may deem appropriate, and such other officers
and agents shall hold their offices for such terms and shall exercise such
powers and perform such duties as may be determined from time to time by the
Board of Directors. The Board of Directors from time to time may delegate to any
officer or agent the power to appoint subordinate officers or agents and to
prescribe their respective rights, terms of office, authorities and duties. Any
such officer or agent may remove any such subordinate officer or agent appointed
by him, for or without cause. [Section 142(a), (b).]

                                       14



     Section 4.12 Security. The Board of Directors may require any officer,
agent or employee of the Corporation to provide security for the faithful
performance of his duties, in such amount and of such character as may be
determined from time to time by the Board of Directors. [Section 142(c).]

                                    ARTICLE V

                                  CAPITAL STOCK

     Section 5.01 Certificates of Stock, Uncertificated Shares. The shares of
the Corporation shall be represented by certificates, provided that the Board of
Directors may provide by resolution or resolutions that some or all of any or
all classes or series of the stock of the Corporation shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a
certificate until each certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock in the Corporation represented by certificates and upon
request every holder of uncertificated shares shall be entitled to have a
certificate signed by, or in the name of the Corporation, by the Chief Executive
Officer or a Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary, representing the number of shares
registered in certificate form. Such certificate shall be in such form as the
Board of Directors may determine, to the extent consistent with applicable law,
the Certificate of Incorporation and these By-Laws. [Section 158.]

     Section 5.02 Signatures; Facsimile. Any or all of such signatures on the
certificate referred to in Section 5.01 may be a facsimile, engraved or printed,
to the extent permitted by law. In case any officer, transfer agent or registrar
who has signed, or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
[Section 158.]

     Section 5.03 Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct that a new certificate be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon delivery to the Board of Directors of an affidavit of the owner
or owners of such certificate, setting forth such allegation. The Board of
Directors may require the owner of such lost, stolen or destroyed certificate,
or his legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate. [Section 167.]

     Section 5.04 Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares, duly endorsed or

                                       15



accompanied by appropriate evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Within a reasonable time after the transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to Sections 151, 156, 202(a) or 218(a) of the DGCL. Subject to the
provisions of the Certificate of Incorporation and these By-Laws, the Board of
Directors may prescribe such additional rules and regulations as it may deem
appropriate relating to the issue, transfer and registration of shares of the
Corporation. [Section 151(f).]

     Section 5.05 Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix, in advance, a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted by the Board of Directors, and which shall not
be more than sixty nor less than ten days before the date of such meeting. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting, provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

     In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
law, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by delivery
to its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the Board of Directors adopts the resolution taking such
prior action.

     In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors

                                       16



may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto. [Section 213.]

     Section 5.06 Registered Stockholders. Prior to due surrender of a
certificate for registration of transfer, the Corporation may treat the
registered owner as the person exclusively entitled to receive dividends and
other distributions, to vote, to receive notice and otherwise to exercise all
the rights and powers of the owner of the shares represented by such
certificate, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have notice of such claim or interests.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the Corporation for transfer or uncertificated
shares are requested to be transferred, both the transferor and transferee
request the Corporation to do so. [Section 159.]

     Section 5.07 Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer agents and one or more registrars, and may require
all certificates representing shares to bear the signature of any such transfer
agents or registrars.

                                   ARTICLE VI

                                 INDEMNIFICATION

     Section 6.01 Nature of Indemnity. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (a "Proceeding"),
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was or has agreed to become a director or officer of the
Corporation, or is or was serving or has agreed to serve at the request of the
Corporation as a director or officer, of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to have
been taken or omitted in such capacity, and may indemnify any person who was or
is a party or is threatened to be made a party to such an action, suit or
proceeding by reason of the fact that he is or was or has agreed to become an
employee or agent of the Corporation, or is or was serving or has agreed to
serve at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any,
criminal action or proceeding had no reasonable

                                       17



cause to believe his conduct was unlawful; except that in the case of an action
or suit by or in the right of the Corporation to procure a judgment in its favor
(1) such indemnification shall be limited to expenses (including attorneys'
fees) actually and reasonably incurred by such person in the defense or
settlement of such action or suit, and (2) no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper. Notwithstanding the foregoing,
but subject to Section 6.05, the Corporation shall not be obligated to indemnify
a director or officer of the Corporation in respect of a Proceeding (or part
thereof) instituted by such director or officer, unless (i) such Proceeding (or
part thereof) has been authorized by the Board of Directors or (ii) such
Proceeding is pursuant to a Consulting Agreement or an Indemnification
Agreement.

     The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
[Section 145(a), (b).]

     Section 6.02 Successful Defense. To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
6.01 hereof or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     Section 6.03 Determination That Indemnification Is Proper. Any
indemnification of a director or officer of the Corporation under Section 6.01
hereof (unless ordered by a court) shall be made by the Corporation unless a
determination is made that indemnification of the director or officer is not
proper in the circumstances because he has not met the applicable standard of
conduct set forth in Section 6.01 hereof. Any indemnification of an employee or
agent of the Corporation under Section 6.01 (unless ordered by a court) may be
made by the Corporation upon a determination that indemnification of the
employee or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Section 6.01. Any such determination
shall be made (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (3) by the stockholders.

                                       18



     Section 6.04 Advance Payment of Expenses. Expenses (including attorneys'
fees) incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate. The Board of Directors may authorize the Corporation's
counsel to represent such director, officer, employee or agent in any action,
suit or proceeding, whether or not the Corporation is a party to such action,
suit or proceeding.

     Section 6.05 Procedure for Indemnification of Directors and Officers. Any
indemnification of a director or officer of the Corporation under Sections 6.01
and 6.02, or advance of costs, charges and expenses to such person under Section
6.04 of these By-Laws, shall be made promptly, and in any event within 30 days,
upon the written request of such person. If a determination by the Corporation
that such person is entitled to indemnification pursuant to this Article is
required, and the Corporation fails to respond within sixty days to a written
request for indemnity, the Corporation shall be deemed to have approved such
request. If the Corporation denies a written request for indemnity or
advancement of expenses, in whole or in part, or if payment in full pursuant to
such request is not made within 30 days, the right to indemnification or
advances as granted by this Article shall be enforceable by the indemnified
person in any court of competent jurisdiction. Such person's costs and expenses
incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action (other
than an action brought to enforce a claim for the advance of costs, charges and
expenses under Section 6.04 of this Article where the required undertaking, if
any, has been received by the Corporation) that the claimant has not met the
standard of conduct set forth in Section 6.01 of this Article, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, its independent legal counsel,
and its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in Section 6.01
of this Article, nor the fact that there has been an actual determination by the
Corporation (including its Board of Directors, its independent legal counsel,
and its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

     Section 6.06 Survival; Preservation of Other Rights. The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each director and officer who serves in any such capacity at any
time while these

                                       19



provisions as well as the relevant provisions of the Delaware Corporation Law
are in effect and any repeal or modification thereof shall not affect any right
or obligation then existing with respect to any state of facts then or
previously existing or any action, suit or proceeding previously or thereafter
brought or threatened based in whole or in part upon any such state of facts.
Such a "contract right" may not be modified retroactively without the consent of
such director or officer.

     The indemnification and advancement of expenses provided by this Article VI
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a person.

     Section 6.07 Insurance. The Corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article,
provided that such insurance is available on acceptable terms, which
determination shall be made by a vote of a majority of the entire Board of
Directors. [Section 145(g).]

     Section 6.08 Severability. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article that shall not have been invalidated and to the fullest
extent permitted by applicable law.

                                   ARTICLE VII

                                     OFFICES

     Section 7.01 Registered Office. The registered office of the Corporation in
the State of Delaware shall be located at Corporation Trust Center, 1209 Orange
Street in the City of Wilmington, County of New Castle.

                                       20



     Section 7.02 Other Offices. The Corporation may maintain offices or places
of business at such other locations within or without the State of Delaware as
the Board of Directors may from time to time determine or as the business of the
Corporation may require.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

     Section 8.01 Dividends. Subject to any applicable provisions of law, the
Certificate of Incorporation and the other provisions of these By-Laws,
dividends upon the shares of the Corporation may be declared by the Board of
Directors at any regular or special meeting of the Board of Directors and any
such dividend may be paid in cash, property, or shares of the Corporation's
Capital Stock; provided that stock dividends on the Corporation's Class A Common
Stock shall be paid in shares of Class A Common Stock and dividends on the
Corporation's Class B Common Stock shall be paid in shares of Class B Common
Stock.

     A member of the Board of Directors, or a member of any Committee designated
by the Board of Directors shall be fully protected in relying in good faith upon
the records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its officers or employees, or
Committees of the Board of Directors, or by any other person as to matters the
director reasonably believes are within such other person's professional or
expert competence and who has been selected with reasonable care by or on behalf
of the Corporation, as to the value and amount of the assets, liabilities and/or
net profits of the Corporation, or any other facts pertinent to the existence
and amount of surplus or other funds from which dividends might properly be
declared and paid. [Sections 170, 172, 173.]

     Section 8.02 Reserves. There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, thinks proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation or for such other purpose as the
Board of Directors shall think conducive to the interest of the Corporation, and
the Board of Directors may similarly modify or abolish any such reserve.
[Section 171.]

     Section 8.03 Execution of Instruments. The Chief Executive Officer, any
Vice President, the Chief Financial Officer, the Secretary or Treasurer may
enter into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation. The Board of Directors or the Chief Executive Officer
may authorize any other officer or agent to enter into any contract or execute
and deliver any instrument in

                                       21



the name and on behalf of the Corporation. Any such authorization may be general
or limited to specific contracts or instruments.

     Section 8.04 Corporate Indebtedness. No loan shall be contracted on behalf
of the Corporation, and no evidence of indebtedness shall be issued in its name,
unless authorized by the Board of Directors or, to the extent the Executive
Committee has the power to authorize such loan or evidence of indebtedness, the
Executive Committee. Such authorization may be general or confined to specific
instances. Loans so authorized may be effected at any time for the Corporation
from any bank, trust company or other institution, or from any firm, corporation
or individual. All bonds, debentures, notes and other obligations or evidences
of indebtedness of the Corporation issued for such loans shall be made, executed
and delivered as the Board of Directors or the Executive Committee, as the case
may be, shall authorize. When so authorized by the Board of Directors or the
Executive Committee as the case may be, any part of or all the properties,
including contract rights, assets, business or good will of the Corporation,
whether then owned or thereafter acquired, may be mortgaged, pledged,
hypothecated or conveyed or assigned in trust as security for the payment of
such bonds, debentures, notes and other obligations or evidences of indebtedness
of the Corporation, and of the interest thereon, by instruments executed and
delivered in the name of the Corporation.

     Section 8.05 Deposits. Any funds of the Corporation may be deposited from
time to time in such banks, trust companies or other depositaries as may be
determined by the Board of Directors or the Chief Executive Officer or by such
officers or agents as may be authorized by the Board of Directors or the Chief
Executive Officer to make such determination.

     Section 8.06 Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such agent or agents
of the Corporation, and in such manner, as the Board of Directors or the Chief
Executive Officer from time to time may determine.

     Section 8.07 Sale, Transfer, etc. of Securities. To the extent authorized
by the Board of Directors, the Chief Executive Officer, any Vice President, the
Chief Financial Officer, the Secretary or the Treasurer or any other officers
designated by the Board of Directors or the Chief Executive Officer may sell,
transfer, endorse, and assign any shares of stock, bonds or other securities
owned by or held in the name of the Corporation, and may make, execute and
deliver in the name of the Corporation, under its corporate seal, any
instruments that may be appropriate to effect any such sale, transfer,
endorsement or assignment.

     Section 8.08 Voting as Stockholder. As directed by resolution of the Board
of Directors or the Executive Committee, (a) the Chief Executive Officer or any
Vice President shall have full power and authority on behalf of the Corporation
to attend any

                                       22



meeting of stockholders of any corporation in which the Corporation may hold
stock, and to act, vote (or execute proxies to vote) and exercise in person or
by proxy all other rights, powers and privileges incident to the ownership of
such stock, and (b) such officers acting on behalf of the Corporation shall have
full power and authority to execute any instrument expressing consent to or
dissent from any action of any such corporation without a meeting. The Board of
Directors may by resolution from time to time confer such power and authority
upon any other person or persons.

     Section 8.09 Fiscal Year. The fiscal year of the Corporation shall commence
on the first day of January of each year (except for the Corporation's first
fiscal year which shall commence on the date of incorporation) and shall
terminate in each case on the last day of December.

     Section 8.10 Seal. The seal of the Corporation shall be circular in form
and shall contain the name of the Corporation, the year of its incorporation and
the words "Corporate Seal" and "Delaware". The form of such seal shall be
subject to alteration by the Board of Directors. The seal may be used by causing
it or a facsimile thereof to be impressed, affixed or reproduced, or may be used
in any other lawful manner.

     Section 8.11 Books and Records; Inspection. Except to the extent otherwise
required by law, the books and records of the Corporation shall be kept at such
place or places within or without the State of Delaware as may be determined
from time to time by the Board of Directors.

     Section 8.12 Definitions.

     "BRS": Bruckmann, Rosser, Sherrill & Co., L.L.C., a Delaware limited
liability company.

     "CDR": Clayton, Dubilier Rice, Inc., a Delaware corporation.

     "Committee": See Section 3.01.

     "Consulting Agreement": the Consulting Agreement, dated as of February 12,
2003, among the Corporation, Remington Arms Company, Inc. and Bruckmann, Rosser,
Sherrill & Co., L.L.C., as amended from time to time, or the Amended and
Restated Consulting Agreement, dated as of January 1, 2001, among the
Corporation, Remington and Clayton, Dubilier & Rice, Inc., as amended from time
to time.

     "Executive Committee": See Section 3.01.

     "Indemnification Agreement": the Indemnification Agreement, dated as of
February 12, 2003, among the Corporation, Remington Arms Company, Inc.,
Bruckmann, Rosser, Sherrill & Co., L.L.C., and Bruckmann, Rosser, Sherrill & Co.
II,

                                       23



L.P., or the Indemnification Agreement, dated as of November 30, 1993, among the
Corporation, Remington Arms Company, Inc., Clayton, Dubilier & Rice, Inc. and
The Clayton & Dubilier Private Equity Fund IV Limited Partnership.

     "Ownership Change Event": As defined in the Shareholders Agreement.

     "Shareholders Agreement": The Shareholders Agreement, dated as of February
12, 2003, among the Corporation, Bruckmann, Rosser, Sherrill & Co. II, L.P., a
Delaware limited partnership, and The Clayton & Dubilier Private Equity Fund IV
Limited Partnership, a Connecticut limited partnership, as amended from time to
time in accordance with the terms thereof.

     "Supermajority Voting Matters": As defined in the Shareholders Agreement.

                                   ARTICLE IX

                              AMENDMENT OF BY-LAWS

     Section 9.01 Amendment. These By-Laws may be amended, altered or repealed

          (a)     by resolution adopted by a majority of the Board of Directors
     at any special or regular meeting of the Board if, in the case of such
     special meeting only, notice of such amendment, alteration or repeal is
     contained in the notice or waiver of notice of such meeting; or

          (b)     at any regular or special meeting of the stockholders if, in
     the case of such special meeting only, notice of such amendment, alteration
     or repeal is contained in the notice or waiver of notice of such meeting.
     [Section 109(a).]

                                    ARTICLE X

                                  CONSTRUCTION

     Section 10.01 Construction. In the event of any conflict between the
provisions of these By-Laws as in effect from time to time and the provisions of
the certificate of incorporation of the Corporation as in effect from time to
time, the provisions of such certificate of incorporation shall be controlling.

                                       24



                                                                       EXHIBIT C

                          REMINGTON ARMS COMPANY, INC.
                     (formerly RACI Acquisition Corporation)

                                     BY-LAWS

                  As amended and restated on February 12, 2003



                                Table of Contents



                                                                                                               Page
                                                                                                               ----
                                                                                                              
ARTICLE I STOCKHOLDERS                                                                                            1

Section 1.01        Annual Meetings...............................................................................1
Section 1.02        Special Meetings..............................................................................1
Section 1.03        Notice of Meeting; Waiver.....................................................................1
Section 1.04        Quorum........................................................................................2
Section 1.05        Voting........................................................................................2
Section 1.06        Voting by Ballot..............................................................................2
Section 1.07        Adjournment...................................................................................3
Section 1.08        Proxies.......................................................................................3
Section 1.09        Organization; Procedure.......................................................................3
Section 1.10        Consent of Stockholders in Lieu of Meeting....................................................4

ARTICLE II BOARD OF DIRECTORS                                                                                     4

Section 2.01        General Powers................................................................................4
Section 2.02        Number and Term of Office.....................................................................4
Section 2.03        Election of Directors.........................................................................5
Section 2.04        Annual and Regular Meetings...................................................................5
Section 2.05        Special Meetings; Notice......................................................................5
Section 2.06        Quorum; Voting................................................................................6
Section 2.07        Adjournment...................................................................................6
Section 2.08        Action Without a Meeting......................................................................6
Section 2.09        Regulations; Manner of Acting.................................................................6
Section 2.10        Action by Telephonic Communications...........................................................6
Section 2.11        Resignations..................................................................................6
Section 2.12        Removal of Directors..........................................................................7
Section 2.13        Vacancies and Newly Created Directorships.....................................................7
Section 2.14        Compensation..................................................................................7
Section 2.15        Reliance on Accounts and Reports, etc.........................................................7

ARTICLE III EXECUTIVE COMMITTEE AND OTHER COMMITTEES                                                              8

Section 3.01        How Constituted...............................................................................8
Section 3.02        Powers........................................................................................8
Section 3.03        Proceedings...................................................................................9
Section 3.04        Quorum and Manner of Acting...................................................................9
Section 3.05        Action by Telephonic Communications..........................................................10
Section 3.06        Absent or Disqualified Members...............................................................10
Section 3.07        Resignations.................................................................................10
Section 3.08        Removal......................................................................................10
Section 3.09        Vacancies....................................................................................10


                                        i



                                Table of Contents
                                   (continued)



                                                                                                               Page
                                                                                                               ----
                                                                                                              
ARTICLE IV OFFICERS                                                                                              11

Section 4.01        Number.......................................................................................11
Section 4.02        Election.....................................................................................11
Section 4.03        Salaries.....................................................................................11
Section 4.04        Removal and Resignation; Vacancies...........................................................11
Section 4.05        Authority and Duties of Officers.............................................................11
Section 4.06        The Chief Executive Officer..................................................................11
Section 4.07        The Vice Presidents..........................................................................12
Section 4.08        The Secretary................................................................................12
Section 4.09        The Chief Financial Officer..................................................................13
Section 4.10        The Treasurer................................................................................14
Section 4.11        Additional Officers..........................................................................14
Section 4.12        Security.....................................................................................15

ARTICLE V CAPITAL STOCK                                                                                          15

Section 5.01        Certificates of Stock; Uncertificated Shares.................................................15
Section 5.02        Signatures; Facsimile........................................................................15
Section 5.03        Lost, Stolen or Destroyed Certificates.......................................................15
Section 5.04        Transfer of Stock............................................................................15
Section 5.05        Record Date..................................................................................16
Section 5.06        Registered Stockholders......................................................................17
Section 5.07        Transfer Agent and Registrar.................................................................17

ARTICLE VI INDEMNIFICATION                                                                                       17

Section 6.01        Nature of Indemnity..........................................................................17
Section 6.02        Successful Defense...........................................................................18
Section 6.03        Determination That Indemnification Is Proper.................................................18
Section 6.04        Advance Payment of Expenses..................................................................19
Section 6.05        Procedure for Indemnification of Directors and Officers......................................19
Section 6.06        Survival; Preservation of Other Rights.......................................................20
Section 6.07        Insurance....................................................................................20
Section 6.08        Severability.................................................................................20

ARTICLE VII OFFICES                                                                                              21

Section 7.01        Registered Office............................................................................21
Section 7.02        Other Offices................................................................................21

ARTICLE VIII GENERAL PROVISIONS                                                                                  21

Section 8.01        Dividends....................................................................................21


                                       ii



                                Table of Contents
                                   (continued)



                                                                                                               Page
                                                                                                               ----
                                                                                                              
Section 8.02        Reserves.....................................................................................21
Section 8.03        Execution of Instruments.....................................................................22
Section 8.04        Corporate Indebtedness.......................................................................22
Section 8.05        Deposits.....................................................................................22
Section 8.06        Checks.......................................................................................22
Section 8.07        Sale, Transfer, etc. of Securities...........................................................22
Section 8.08        Voting as Stockholder........................................................................23
Section 8.09        Fiscal Year..................................................................................23
Section 8.10        Seal.........................................................................................23
Section 8.11        Books and Records; Inspection................................................................23
Section 8.12        Definitions..................................................................................23

ARTICLE IX AMENDMENT OF BY-LAWS                                                                                  24

Section 9.01        Amendment....................................................................................24

ARTICLE X CONSTRUCTION                                                                                           24

Section 10.01       Construction.................................................................................24


                                       iii



                          REMINGTON ARMS COMPANY, INC.
                     (formerly RACI Acquisition Corporation)

                                     BY-LAWS

                  As amended and restated on February 12, 2003.

     Certain defined terms used herein without definition shall have the
meanings set forth in Section 8.12.

                                    ARTICLE I

                                  STOCKHOLDERS

     Section 1.01 Annual Meetings. The annual meeting of the stockholders of the
Corporation for the election of directors and for the transaction of such other
business as properly may come before such meeting shall be held at such place,
either within or without the State of Delaware, and at such time as shall be
designated for the first regularly-scheduled meeting of the Board of Directors
in each calendar year, or at such other date and hour as may be fixed from time
to time by resolution of the Board of Directors and set forth in the Notice or
Waiver of Notice of the meeting. [Section 211(a), (b).]/1/

     Section 1.02 Special Meetings. Special meetings of the stockholders may be
called at any time by the Chief Executive Officer (or, in the event of his or
her absence or disability, by any Vice President) or by the Board of Directors.
A special meeting shall be called by the Chief Executive Officer (or, in the
event of his or her absence or disability, by any Vice President) or by the
Secretary, immediately upon receipt of a written request therefor by
stockholders holding in the aggregate not less than a majority of the
outstanding shares of the Corporation at the time entitled to vote at any
meeting of the stockholders. If such officers or the Board of Directors shall
fail to call such meeting within 20 days after receipt of such request, any
stockholder executing such request may call such meeting. Such special meetings
of the stockholders shall be held at such places, within or without the State of
Delaware, as shall be specified in the respective notices or waivers of notice
thereof. [Section 211(d).]

     Section 1.03 Notice of Meeting; Waiver. The Secretary or any Assistant
Secretary shall cause written notice of the place, date and hour of each meeting
of the

- ----------
/1/  Citations are the General Corporation Law of the State of Delaware as in
     effect on September 1, 1998 (the "DGCL"), and are inserted for reference
     only, and do not constitute a part of the By-Laws.



stockholders, and, in the case of a special meeting, the purpose or purposes for
which such meeting is called, to be given personally or by mail, not less than
ten nor more than sixty days prior to the meeting, to each stockholder of record
entitled to vote at such meeting. If such notice is mailed, it shall be deemed
to have been given to a stockholder when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
record of stockholders of the Corporation, or, if he shall have filed with the
Secretary of the Corporation a written request that notices to him be mailed to
some other address, then directed to him at such other address. Such further
notice shall be given as may be required by law.

     No notice of any meeting of stockholders need be given to any stockholder
who submits a signed waiver of notice, whether before or after the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders need be specified in a written waiver of
notice. The attendance of any stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting is
not lawfully called or convened. [Sections 222, 229.]

     Section 1.04 Quorum. Except as otherwise required by law or by the
Certificate of Incorporation, the presence in person or by proxy of the holders
of record of a majority of the shares entitled to vote at a meeting of
stockholders shall constitute a quorum for the transaction of business at such
meeting. [Section 216.]

     Section 1.05 Voting. If, pursuant to Section 5.05 of these By-Laws, a
record date has been fixed, every holder of record of shares entitled to vote at
a meeting of stockholders shall be entitled to one vote for each share
outstanding in his name on the books of the Corporation at the close of business
on such record date. If no record date has been fixed, then every holder of
record of shares entitled to vote at a meeting of stockholders shall be entitled
to one vote for each share of stock standing in his name on the books of the
Corporation at the close of business on the day next preceding the day on which
notice of the meeting is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. Except
as otherwise required by law or by the Certificate of Incorporation or by these
By-Laws, the vote of a majority of the shares represented in person or by proxy
at any meeting at which a quorum is present shall be sufficient for the
transaction of any business at such meeting. [Sections 212(a), 216.]

     Section 1.06 Voting by Ballot. No vote of the stockholders need be taken by
written ballot unless otherwise required by law. Any vote which need not be
taken by ballot may be conducted in any manner approved by the meeting.

                                        2



     Section 1.07 Adjournment. If a quorum is not present at any meeting of the
stockholders, the stockholders present in person or by proxy shall have the
power to adjourn any such meeting from time to time until a quorum is present.
Notice of any adjourned meeting of the stockholders of the Corporation need not
be given if the place, date and hour thereof are announced at the meeting at
which the adjournment is taken, provided, however, that if the adjournment is
for more than thirty days, or if after the adjournment a new record date for the
adjourned meeting is fixed pursuant to Section 5.05 of these By-Laws, a notice
of the adjourned meeting, conforming to the requirements of Section 1.03 hereof,
shall be given to each stockholder of record entitled to vote at such meeting.
At any adjourned meeting at which a quorum is present, any business may be
transacted that might have been transacted on the original date of the meeting.
[Section 222(c).]

     Section 1.08 Proxies. Any stockholder entitled to vote at any meeting of
the stockholders or to express consent to or dissent from corporate action in
writing without a meeting may authorize another person or persons to vote at any
such meeting and express such consent or dissent for him by proxy. A stockholder
may authorize a valid proxy by executing a written instrument signed by such
stockholder, or by causing his or her signature to be affixed to such writing by
any reasonable means including, but not limited to, by facsimile signature, or
by transmitting or authorizing the transmission of a telegram, cablegram or
other means of electronic transmission to the person designated as the holder of
the proxy, a proxy solicitation firm or a like authorized agent. No such proxy
shall be voted or acted upon after the expiration of three years from the date
of such proxy, unless such proxy provides for a longer period. Every proxy shall
be revocable at the pleasure of the stockholder executing it, except in those
cases where applicable law provides that a proxy shall be irrevocable. A
stockholder may revoke any proxy which is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by filing another duly executed proxy bearing a later date with the
Secretary. Proxies by telegram, cablegram or other electronic transmission must
either set forth or be submitted with information from which it can be
determined that the telegram, cablegram or other electronic transmission was
authorized by the stockholder. Any copy, facsimile telecommunication or other
reliable reproduction of a writing or transmission created pursuant to this
section may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission. [Section 212(b), (c), (d), (e).]

     Section 1.09 Organization; Procedure. At every meeting of stockholders the
presiding officer shall be the Chief Executive Officer or, in the event of his
absence or disability, a presiding officer chosen by a majority of the
stockholders present in person or by proxy. The Secretary, or in the event of
his absence or disability, the Assistant Secretary, if any, or if there be no
Assistant Secretary, in the absence of the Secretary, an

                                        3



appointee of the presiding officer, shall act as Secretary of the meeting. The
order of business and all other matters of procedure at every meeting of
stockholders may be determined by such presiding officer.

     Section 1.10 Consent of Stockholders in Lieu of Meeting. To the fullest
extent permitted by law, whenever the vote of stockholders at a meeting thereof
is required or permitted to be taken for or in connection with any corporate
action, such action may be taken without a meeting, without prior notice and
without a vote of stockholders, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.

     Every written consent shall bear the date of signature of each stockholder
who signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty days of the earliest
dated consent delivered in the manner required by law to the Corporation,
written consents signed by a sufficient number of holders to take action are
delivered to the Corporation by delivery to its registered office in the State
of Delaware, its principal place of business, or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
[Section 228(a), (c).]

                                   ARTICLE II

                               BOARD OF DIRECTORS

     Section 2.01 General Powers. Except as may otherwise be provided by law, by
the Certificate of Incorporation or by these By-Laws, the property, affairs and
business of the Corporation shall be managed by or under the direction of the
Board of Directors and the Board of Directors may exercise all the powers of the
Corporation. [Section 141(a).]

     Section 2.02 Number and Term of Office. During the term of the Shareholders
Agreement, the number of Directors constituting the entire Board of Directors
shall be fixed as set forth in the Shareholders Agreement. Following the
expiration of the Shareholders Agreement, the number of Directors constituting
the entire Board of Directors shall be such number of Directors as in office at
the time of such expiration, which number may be modified from time to time by
resolution of the Board of

                                        4



Directors, but in no event shall the number of Directors be less than one (1).
Each Director (whenever elected) shall hold office until his successor has been
duly elected and qualified, or until his earlier death, resignation or removal.
[Section 141(b).]

     Section 2.03 Election of Directors. Except as otherwise provided in
Sections 2.12 and 2.13 of these By-Laws, the Directors shall be elected at each
annual meeting of the stockholders. If the annual meeting for the election of
Directors is not held on the date designated therefor, the Directors shall cause
the meeting to be held as soon the thereafter as convenient. At each meeting of
the stockholders for the election of Directors, provided a quorum is present,
the Directors shall be elected by a plurality of the votes validly cast in such
election. [Sections 211(b), (c), 216.]

     Section 2.04 Annual and Regular Meetings. The annual meeting of the Board
of Directors for the purpose of electing officers and for the transaction of
such other business as may come before the meeting shall be held as soon as
possible following adjournment of the annual meeting of the stockholders at the
place of such annual meeting of the stockholders. Notice of such annual meeting
of the Board of Directors need not be given. The Board of Directors from time to
time may by resolution provide for the holding of regular meetings and fix the
place (which may be within or without the State of Delaware) and the date and
hour of such meetings. Notice of regular meetings need not be given, provided,
however, that if the Board of Directors shall fix or change the time or place of
any regular meeting, notice of such action shall be mailed promptly, or sent by
telegram, radio or cable, to each Director who shall not have been present at
the meeting at which such action was taken, addressed to him at his usual place
of business, or shall be delivered to him personally. Notice of such action need
not be given to any Director who attends the first regular meeting after such
action is taken without protesting the lack of notice to him, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver of
notice, whether before or after such meeting. [Sections 141(g), 229.]

     Section 2.05 Special Meetings; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chief Executive Officer (or in
the event of his absence or disability, by any Vice President) or by a majority
of the Directors then in office, at such place (within or without the State of
Delaware), date and hour as may be specified in the respective notices or
waivers of notice of such meetings. Special meetings of the Board of Directors
may be called on 24 hours' notice, if notice is given to each Director
personally or by telephone or telegram, or on five days' notice, if notice is
mailed to each Director, addressed to him at his usual place of business. Notice
of any special meeting need not be given to any Director who attends such
meeting without protesting the lack of notice to him, prior to or at the
commencement of such meeting, or to any Director who submits a signed waiver of
notice, whether before or after such meeting, and any business may be transacted
thereat. [Sections 141 (g), 229.]

                                        5



     Section 2.06 Quorum; Voting. At all meetings of the Board of Directors, the
presence of a majority of the total then authorized number of Directors shall
constitute a quorum for the transaction of all business. The vote of a majority
of the Directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors, except (i) as otherwise required by law
[Section 141(b).], (ii) during the term of the Shareholders Agreement and prior
to the occurrence of an Ownership Change Event, the affirmative vote of nine
Directors is required for any Supermajority Voting Matters, and (iii) during the
term of the Shareholders Agreement and following the occurrence of an Ownership
Change Event, the affirmative vote of at least 73% of the Directors then in
office is required for the appointment and removal of the Chief Executive
Officer of the Corporation.

     Section 2.07 Adjournment. A majority of the Directors present, whether or
not a quorum is present, may adjourn any meeting of the Board of Directors to
another time or place. No notice need be given of any adjourned meeting unless
the time and place of the adjourned meeting are not announced at the time of
adjournment, in which case notice conforming to the requirements of Section 2.05
shall be given to each Director.

     Section 2.08 Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a meeting
if all members of the Board of Directors consent thereto in writing, and such
writing or writings are filed with the minutes of proceedings of the Board of
Directors. [Section 141(f).]

     Section 2.09 Regulations; Manner of Acting. To the extent consistent with
applicable law, the Certificate of Incorporation and these By-Laws, the Board of
Directors may adopt such rules and regulations for the conduct of meetings of
the Board of Directors and for the management of the property, affairs and
business of the Corporation as the Board of Directors may deem appropriate. The
Directors shall act only as a Board, and the individual Directors shall have no
power as such.

     Section 2.10 Action by Telephonic Communications. Members of the Board of
Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this provision shall constitute presence in person at such
meeting. [Section 141(i).]

     Section 2.11 Resignations. Any Director may resign at any time by
delivering a written notice of resignation, signed by such Director, to the
Chief Executive Officer or the Secretary. Unless otherwise specified therein,
such resignation shall take effect upon delivery. [Section 141(b).]

                                        6



     Section 2.12 Removal of Directors. Any Director may be removed at any time,
either for or without cause, upon the affirmative vote of the holders of a
majority of the outstanding shares of stock of the Corporation entitled to vote
for the election of such Director. Any vacancy in the Board of Directors caused
by any such removal may be filled at such meeting by the stockholders entitled
to vote for the election of the Director so removed in accordance with Section
2.13 hereof. If such stockholders do not fill such vacancy at such meeting (or
in the written instrument effecting such removal, if such removal was effected
by consent without a meeting), such vacancy may be filled in the manner provided
in Section 2.13 of these By-Laws. [Section 141(k).]

     Section 2.13 Vacancies and Newly Created Directorships. If any vacancies
shall occur in the Board of Directors, by reason of death, resignation, removal
or otherwise, or if the authorized number of Directors shall be increased, the
Directors then in office shall continue to act, and such vacancies and newly
created directorships may be filled by a majority of the Directors then in
office, although less than a quorum. A Director elected to fill a vacancy or a
newly created directorship shall hold office until his successor has been
elected and qualified or until his earlier death, resignation or removal. Any
such vacancy or newly created directorship may also be filled at any time by
vote of the stockholders. [Sections 141(b), 223.]

     Section 2.14 Compensation. The amount, if any, which each Director shall be
entitled to receive as compensation for his services as such shall be fixed from
time to time by resolution of the Board of Directors, provided that (a) no
director who is an officer or employee of CDR or BRS at any time that CDR or
BRS, as the case may be, is providing consulting services to the Corporation or
one or more of its subsidiaries and (b) no director who is an officer or
employee of the Corporation, shall be entitled to receive any compensation for
his or her services as a Director (although such Director shall be entitled to
be reimbursed for any reasonable out-of-pocket expenses incurred in connection
with his or her services as a Director). [Section 141(h).]

     Section 2.15 Reliance on Accounts and Reports, etc. A Director, or a member
of any Committee designated by the Board of Directors shall, in the performance
of his duties, be fully protected in relying in good faith upon the records of
the Corporation and upon information, opinions, reports or statements presented
to the Corporation by any of the Corporation's officers or employees, or
Committees designated by the Board of Directors, or by any other person as to
the matters the member reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation. [Section 141(e).]

                                        7



                                   ARTICLE III

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

     Section 3.01 How Constituted. The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more Committees,
including an Executive Committee, each such Committee to consist of such number
of Directors as from time to time may be fixed by the Board of Directors,
provided that during the term of the Shareholders Agreement, the Executive
Committee will consist of four Directors, and the composition of the Executive
Committee will be as provided in the Shareholders Agreement. Any Committee may
be abolished or redesignated from time to time by the Board of Directors. The
Board of Directors may designate one or more Directors as alternate members of
any such Committee (excluding, during the term of the Shareholders Agreement,
the Executive Committee), who may replace any absent or disqualified member or
members at any meeting of such Committee. After the termination of the
Shareholders Agreement, members (and alternate members, if any) of each such
Committee may be designated at the annual meeting of the Board of Directors.
Each member (and each alternate member) of any such Committee (whether
designated at an annual meeting of the Board of Directors or to fill a vacancy
or otherwise) shall hold office until his successor shall have been designated
or until he shall cease to be a Director, or until his earlier death,
resignation or removal. [Section 141(b),(c).]

     Section 3.02 Powers. During the intervals between the meetings of the Board
of Directors, the Executive Committee, except as otherwise provided in this
section, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the property, affairs and business of the
Corporation. Each such other Committee, except as otherwise provided in this
section, shall have and may exercise such powers of the Board of Directors as
may be provided by resolution or resolutions of the Board of Directors. Neither
the Executive Committee nor any such other Committee shall have the power or
authority:

          (a)     to amend the Certificate of Incorporation (except that a
     Committee may, to the extent authorized in the resolution or resolutions
     providing for the issuance of shares of stock adopted by the Board of
     Directors as provided in Section 151(a) of the DGCL, fix the designations
     and any of the preferences or rights of such shares relating to dividends,
     redemption, dissolution, any distribution of assets of the Corporation or
     the conversion into, or the exchange of such shares for, shares of any
     other class or classes or any other series of the same or any other class
     or classes of stock of the Corporation or fix the number of shares of any
     series of stock or authorize the increase or decrease of the shares of any
     series);

                                        8



          (b)     to adopt an agreement of merger or consolidation or a
     certificate of ownership or merger;

          (c)     to recommend to the stockholders the sale, lease or exchange
     of all or substantially all of the Corporation's property and assets;

          (d)     to recommend to the stockholders a dissolution of the
     Corporation or a revocation of a dissolution;

          (e)     to declare a dividend;

          (f)     to authorize the issuance of stock;

          (g)     to appoint or remove the Chief Executive Officer, the Chief
     Financial Officer or any Vice President of the Corporation or a Director;

          (h)     to authorize any new compensation or benefit program;

          (i)     to appoint or discharge the Corporation's independent public
     accountants;

          (j)     to authorize the annual operating plan, annual capital
     expenditure plan and strategic plan;

          (k)     to abolish or usurp the authority of the Board of Directors;

          (l)     during the term of the Shareholders Agreement and prior to the
     occurrence of an Ownership Change Event, any Supermajority Voting Matters;
     or

          (m)     to amend these By-Laws of the Corporation.

The Executive Committee shall have, and any such other Committee may be granted
by the Board of Directors, power to authorize the seal of the Corporation to be
affixed to any or all papers which may require it. [Section 141(c).]

     Section 3.03 Proceedings. Each such Committee may fix its own rules of
procedure and may meet at such place (within or without the State of Delaware),
at such time and upon such notice, if any, as it shall determine from time to
time. Each such Committee shall keep minutes of its proceedings and shall report
such proceedings to the Board of Directors at the meeting of the Board of
Directors next following any such proceedings.

     Section 3.04 Quorum and Manner of Acting. Except as may be otherwise
provided in the resolution creating such Committee, at all meetings of any
Committee the

                                        9



presence of members (or alternate members) constituting a majority of the total
then authorized membership of such Committee shall constitute a quorum for the
transaction of business. The act of the majority of the members present at any
meeting at which a quorum is present shall be the act of such Committee. Any
action required or permitted to be taken at any meeting of any such Committee
may be taken without a meeting, if all members of such Committee shall consent
to such action in writing and such writing or writings are filed with the
minutes of the proceedings of the Committee. The members of any such Committee
shall act only as a Committee, and the individual members of such Committee
shall have no power as such. [Section 141(b), (c), (f).]

     Section 3.05 Action by Telephonic Communications. Members of any Committee
designated by the Board of Directors may participate in a meeting of such
Committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting. [Section 141(i).]

     Section 3.06 Absent or Disqualified Members. In the absence or
disqualification of a member of any Committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member so long as Section 3.01 is complied with in respect of the Executive
Committee. [Section 141(c).]

     Section 3.07 Resignations. Any member (and any alternate member) of any
Committee may resign at any time by delivering a written notice of resignation,
signed by such member, to the Chief Executive Officer. Unless otherwise
specified therein, such resignation shall take effect upon delivery. [Section
141(b).]

     Section 3.08 Removal. Any member (and any alternate member) of any
Committee may be removed at any time, either for or without cause, by resolution
adopted by a majority of the whole Board of Directors, so long as Section 3.01
is complied with in respect of the Executive Committee.

     Section 3.09 Vacancies. If any vacancy shall occur in any Committee, by
reason of disqualification, death, resignation, removal or otherwise, the
remaining members (and any alternate members) shall continue to act, and any
such vacancy may be filled by the Board of Directors.

                                       10



                                   ARTICLE IV

                                    OFFICERS

     Section 4.01 Number. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a Chief Executive Officer, one or more Vice
Presidents, a Secretary and a Treasurer. The Board of Directors also may elect a
Chief Financial Officer and one or more Assistant Secretaries and Assistant
Treasurers in such numbers as the Board of Directors may determine. Any number
of offices may be held by the same person. No officer need be a Director of the
Corporation. [Section 142(a), (b).]

     Section 4.02 Election. Unless otherwise determined by the Board of
Directors, the officers of the Corporation shall be elected by the Board of
Directors at the annual meeting of the Board of Directors, and shall be elected
to hold office until the next succeeding annual meeting of the Board of
Directors. In the event of the failure to elect officers at such annual meeting,
officers may be elected at any regular or special meeting of the Board of
Directors. Each officer shall hold office until his successor has been elected
and qualified, or until his earlier death, resignation or removal. In the event
of a vacancy in the office of a Vice President, Secretary, Assistant Secretary,
Treasurer, or Assistant Treasurer, the Chief Executive Officer may appoint a
replacement to serve until the next meeting of the Board of Directors where a
successor is elected and qualified. [Section 142(b).]

     Section 4.03 Salaries. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.

     Section 4.04 Removal and Resignation; Vacancies. Any officer may be removed
for or without cause at any time by the Board of Directors. Any officer may
resign at any time by delivering a written notice of resignation, signed by such
officer, to the Board of Directors or the Chief Executive Officer. Unless
otherwise specified therein, such resignation shall take effect upon delivery.
Any vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise, shall be filled by the Board of Directors. [Section
142(b), (e).]

     Section 4.05 Authority and Duties of Officers. The officers of the
Corporation shall have such authority and shall exercise such powers and perform
such duties as may be specified in these By-Laws, except that in any event each
officer shall exercise such powers and perform such duties as may be required by
law. [Section 142(a).]

     Section 4.06 The Chief Executive Officer. The Chief Executive Officer shall
preside at all meetings of the stockholders at which he is present, shall be the
chief executive officer of the Corporation, shall have, subject to the direction
of, and pursuant to resolutions approved by, the Board of Directors, general
control and supervision of the

                                       11



policies and operations of the Corporation, shall see that all orders and
resolutions of the Board of Directors are carried, into effect and shall report
to the Board of Directors. He shall manage and administer the Corporation's
business and affairs and shall also perform all duties and exercise all powers
usually pertaining to the office of a chief executive officer of a corporation.
He shall have the authority to sign in the name and on behalf of the
Corporation, checks, orders, contracts, leases, notes, drafts and other
documents and instruments in connection with the business of the Corporation,
and together with the Secretary or an Assistant Secretary, conveyances of real
estate and other documents and instruments to which the seal of the Corporation
is affixed. He shall have the authority to cause the employment or appointment
of such employees and agents of the Corporation as the conduct of the business
of the Corporation may require, to fix their compensation, and to remove or
suspend any employee or agent elected or appointed by the Chief Executive
Officer or the Board of Directors. The Chief Executive Officer shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

     Section 4.07 The Vice Presidents. Each Vice President shall perform such
duties and exercise such powers as may be assigned to him from time to time by
the Chief Executive Officer. In the absence of a Chief Executive Officer, the
duties of the Chief Executive Officer shall be performed and his powers may be
exercised by such Vice President as shall be designated by the Chief Executive
Officer, or failing such designation, such duties shall be performed and such
powers may be exercised by each Vice President in order of his earliest election
to that office; subject in any case to review and superseding action by the
Chief Executive Officer.

     Section 4.08 The Secretary. The Secretary shall have the following powers
and duties:

          (a)     He shall keep or cause to be kept a record of all the
     proceedings of the meetings of the stockholders and of the Board of
     Directors in books provided for that purpose.

          (b)     He shall cause all notices to be duly given in accordance
     with the provisions of these By-Laws and as required by law.

          (c)     Whenever any Committee shall be appointed pursuant to a
     resolution of the Board of Directors, he shall furnish a copy of such
     resolution to the members of such Committee.

          (d)     He shall be the custodian of the records and of the seal of
     the Corporation and cause such seal (or a facsimile thereof) to be affixed
     to all certificates representing shares of the Corporation prior to the
     issuance thereof and to all instruments the execution of which on behalf of
     the Corporation under

                                       12



     its seal shall have been duly authorized in accordance with these By-Laws,
     and when so affixed he may attest the same.

          (e)     He shall properly maintain and file all books, reports,
     statements, certificates and all other documents and records required by
     law, the Certificate of Incorporation or these By-Laws.

          (f)     He shall have charge of the stock books and ledgers of the
     Corporation and shall cause the stock and transfer books to be kept in such
     manner as to show at any time the number of shares of stock of the
     Corporation of each class issued and outstanding, the names (alphabetically
     arranged) and the addresses of the holders of record of such shares, the
     number of shares held by each holder and the date as of which each became
     such holder of record.

          (g)     He shall sign (unless the Treasurer, an Assistant Treasurer
     or Assistant Secretary shall have signed) certificates representing shares
     of the Corporation the issuance of which shall have been authorized by the
     Board of Directors.

          (h)     He shall perform, in general, all duties incident to the
     office of secretary and such other duties as may be specified in these
     By-Laws or as may be assigned to him from time to time by the Board of
     Directors or the Chief Executive Officer.

     Section 4.09 The Chief Financial Officer. The Chief Financial Officer shall
be the chief financial officer of the Corporation and shall have the following
powers and duties:

          (a)     He shall have charge and supervision over and be responsible
     for the moneys, securities, receipts and disbursements of the Corporation,
     and shall keep or cause to be kept full and accurate records of all
     receipts of the Corporation.

          (b)     He shall render to the Board of Directors whenever requested,
     a statement of the financial condition of the Corporation and of all his
     transactions as Chief Financial Officer, and render a full financial report
     at the annual meeting of the stockholders, if called upon to do so.

          (c)     He shall be empowered from time to time to require from all
     officers or agents of the Corporation reports or statements giving such
     information as he may desire with respect to any and all financial
     transactions of the Corporation.

                                       13



          (d)     He shall perform, in general, all duties incident to the
     office of chief financial officer and such other duties as may be specified
     in these By-Laws or as may be assigned to him from time to time by the
     Board of Directors or the Chief Executive Officer.

          (e)     The Chief Financial Officer shall report to the Chief
     Executive Officer.

          (f)     The Chief Executive Officer shall carry out all of the duties
     and responsibilities under this Section 4.09 if the Corporation has no
     Chief Financial Officer.

     Section 4.10 The Treasurer. The Treasurer shall be the treasurer of the
Corporation and shall have the following powers and duties:

          (a)     He shall cause the moneys and other valuable effects of the
     Corporation to be deposited in the name and to the credit of the
     Corporation in such banks or trust companies or with such bankers or other
     depositories as shall be selected in accordance with Section 8.05 of these
     By-Laws.

          (b)     He shall cause the moneys of the Corporation to be disbursed
     by checks or drafts (signed as provided in Section 8.06 of these By-Laws)
     upon the authorized depositories of the Corporation and cause to be taken
     and preserved proper vouchers for all moneys disbursed.

          (c)     He may sign (unless an Assistant Treasurer or the Secretary or
     an Assistant Secretary shall have signed) certificates representing stock
     of the Corporation the issuance of which shall have been authorized by the
     Board of Directors.

          (d)     He shall perform, in general, all duties incident to the
     office of treasurer and such other duties as may be specified in these
     By-Laws or as may be assigned to him from time to time by the Board of
     Directors or the Chief Financial Officer, to whom he shall report.

     Section 4.11 Additional Officers. The Board of Directors may appoint such
other officers and agents as it may deem appropriate, and such other officers
and agents shall hold their offices for such terms and shall exercise such
powers and perform such duties as may be determined from time to time by the
Board of Directors. The Board of Directors from time to time may delegate to any
officer or agent the power to appoint subordinate officers or agents and to
prescribe their respective rights, terms of office, authorities and duties. Any
such officer or agent may remove any such subordinate officer or agent appointed
by him, for or without cause. [Section 142(a), (b).]

                                       14



     Section 4.12 Security. The Board of Directors may require any officer,
agent or employee of the Corporation to provide security for the faithful
performance of his duties, in such amount and of such character as may be
determined from time to time by the Board of Directors. [Section 142(c).]

                                    ARTICLE V

                                  CAPITAL STOCK

     Section 5.01 Certificates of Stock; Uncertificated Shares. The shares of
the Corporation shall be represented by certificates, provided that the Board of
Directors may provide by resolution or resolutions that some or all of any or
all classes or series of the stock of the Corporation shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a
certificate until each certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock in the Corporation represented by certificates and upon
request every holder of uncertificated shares shall be entitled to have a
certificate signed by, or in the name of the Corporation, by the Chief Executive
Officer or a Vice President, and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary, representing the number of shares
registered in certificate form. Such certificate shall be in such form as the
Board of Directors may determine, to the extent consistent with applicable law,
the Certificate of Incorporation and these By-Laws. [Section 158.]

     Section 5.02 Signatures; Facsimile. Any or all of such signatures on the
certificate referred to in Section 5.01 may be a facsimile, engraved or printed,
to the extent permitted by law. In case any officer, transfer agent or registrar
who has signed, or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.
[Section 158.]

     Section 5.03 Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct that a new certificate be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon delivery to the Board of Directors of an affidavit of the owner
or owners of such certificate, setting forth such allegation. The Board of
Directors may require the owner of such lost, stolen or destroyed certificate,
or his legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate. [Section 167.]

     Section 5.04 Transfer of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares, duly endorsed or

                                       15



accompanied by appropriate evidence of succession, assignment or authority to
transfer, the Corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Within a reasonable time after the transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to Sections 151, 156, 202(a) or 218(a) of the DGCL. Subject to the
provisions of the Certificate of Incorporation and these By-Laws, the Board of
Directors may prescribe such additional rules and regulations as it may deem
appropriate relating to the issue, transfer and registration of shares of the
Corporation. [Section 151(f).]

     Section 5.05 Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix, in advance, a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted by the Board of Directors, and which shall not
be more than sixty nor less than ten days before the date of such meeting. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting, provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

     In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
law, shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by delivery
to its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the Board of Directors adopts the resolution taking such
prior action.

     In order that the Corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of any rights
or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors

                                       16



may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted, and which record date shall be
not more than sixty days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto. [Section 213.]

     Section 5.06 Registered Stockholders. Prior to due surrender of a
certificate for registration of transfer, the Corporation may treat the
registered owner as the person exclusively entitled to receive dividends and
other distributions, to vote, to receive notice and otherwise to exercise all
the rights and powers of the owner of the shares represented by such
certificate, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have notice of such claim or interests.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the Corporation for transfer or uncertificated
shares are requested to be transferred, both the transferor and transferee
request the Corporation to do so. [Section 159.1

     Section 5.07 Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer agents and one or more registrars, and may require
all certificates representing shares to bear the signature of any such transfer
agents or registrars.

                                   ARTICLE VI

                                 INDEMNIFICATION

     Section 6.01 Nature of Indemnity. The Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (a "Proceeding"),
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was or has agreed to become a director or officer of the
Corporation, or is or was serving or has agreed to serve at the request of the
Corporation as a director or officer, of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged to have
been taken or omitted in such capacity, and may indemnify any person who was or
is a party or is threatened to be made a party to such an action, suit or
proceeding by reason of the fact that he is or was or has agreed to become an
employee or agent of the Corporation, or is or was serving or has agreed to
serve at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or on his behalf in
connection with such action, suit or proceeding and any appeal therefrom, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding had no reasonable

                                       17



cause to believe his conduct was unlawful; except that in the case of an action
or suit by or in the right of the Corporation to procure a judgment in its favor
(1) such indemnification shall be limited to expenses (including attorneys'
fees) actually and reasonably incurred by such person in the defense or
settlement of such action or suit, and (2) no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper. Notwithstanding the foregoing
but subject to Section 6.05, the Corporation shall not be obligated to indemnify
a director or officer of the Corporation in respect of a Proceeding (or part
thereof) instituted by such director or officer, unless (i) such Proceeding (or
part thereof) has been authorized by the Board of Directors or (ii) such
Proceeding is pursuant to a Consulting Agreement or an Indemnification
Agreement.

     The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
[Section 145(a),(b).]

     Section 6.02 Successful Defense. To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
6.01 hereof or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith. [Section 145(c).]

     Section 6.03 Determination That Indemnification Is Proper. Any
indemnification of a director or officer of the Corporation under Section 6.01
hereof (unless ordered by a court) shall be made by the Corporation unless a
determination is made that indemnification of the director or officer is not
proper in the circumstances because he has not met the applicable standard of
conduct set forth in Section 6.01 hereof. Any indemnification of an employee or
agent of the Corporation under Section 6.01 (unless ordered by a court) may be
made by the Corporation upon a determination that indemnification of the
employee or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Section 6.01. Any such determination
shall be made (1) by a majority vote of the directors who are not parties to
such action, suit or proceeding, even though less than a quorum, or (2) if there
are no

                                       18



such directors, or, if such directors so direct, by independent legal counsel in
a written opinion, or (3) by the stockholders.

     Section 6.04 Advance Payment of Expenses. Expenses (including attorneys'
fees) incurred by a director or officer in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate. The Board of Directors may authorize the Corporation's
counsel to represent such director, officer, employee or agent in any action,
suit or proceeding, whether or not the Corporation is a party to such action,
suit or proceeding.

     Section 6.05 Procedure for Indemnification of Directors and Officers. Any
indemnification of a director or officer of the Corporation under Sections 6.01
and 6.02, or advance of costs, charges and expenses to such person under Section
6.04 of these By-Laws, shall be made promptly, and in any event within 30 days,
upon the written request of such person. If a determination by the Corporation
that such person is entitled to indemnification pursuant to this Article is
required, and the Corporation fails to respond within sixty days to a written
request for indemnity, the Corporation shall be deemed to have approved such
request. If the Corporation denies a written request for indemnity or
advancement of expenses, in whole or in part, or if payment in full pursuant to
such request is not made within 30 days, the right to indemnification or
advances as granted by this Article shall be enforceable by the indemnified
person in any court of competent jurisdiction. Such person's costs and expenses
incurred in connection with successfully establishing his right to
indemnification, in whole or in part, in any such action shall also be
indemnified by the Corporation. It shall be a defense to any such action (other
than an action brought to enforce a claim for the advance of costs, charges and
expenses under Section 6.04 of this Article where the required undertaking, if
any, has been received by the Corporation) that the claimant has not met the
standard of conduct set forth in Section 6.01 of this Article, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, its independent legal counsel,
and its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in Section 6.01
of this Article, nor the fact that there has been an actual determination by the
Corporation (including its Board of Directors, its independent legal counsel,
and its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

                                       19



     Section 6.06 Survival; Preservation of Other Rights. The foregoing
indemnification provisions shall be deemed to be a contract between the
Corporation and each director and officer who serves in any such capacity at any
time while these provisions as well as the relevant provisions of the Delaware
Corporation Law are in effect and any repeal or modification thereof shall not
affect any right or obligation then existing with respect to any state of facts
then or previously existing or any action, suit or proceeding previously or
thereafter brought or threatened based in whole or in part upon any such state
of facts. Such a "contract right" may not be modified retroactively without the
consent of such director or officer.

     The indemnification and advancement of expenses provided by this Article VI
shall not be deemed exclusive of any other rights to which those indemnified may
be entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a person.

     Section 6.07 Insurance. The Corporation shall purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him or on his behalf in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article,
provided that such insurance is available on acceptable terms, which
determination shall be made by a vote of a majority of the entire Board of
Directors. [Section 145(g).]

     Section 6.08 Severability. If this Article or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article that shall not have been invalidated and to the fullest
extent permitted by applicable law.

                                       20



                                   ARTICLE VII

                                     OFFICES

     Section 7.01 Registered Office. The registered office of the Corporation in
the State of Delaware shall be located at Corporation Trust Center, 1209 Orange
Street in the City of Wilmington, County of New Castle.

     Section 7.02 Other Offices. The Corporation may maintain offices or places
of business at such other locations within or without the State of Delaware as
the Board of Directors may from time to time determine or as the business of the
Corporation may require.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

     Section 8.01 Dividends. Subject to any applicable provisions of law, the
Certificate of Incorporation and the other provisions of these By-Laws,
dividends upon the shares of the Corporation may be declared by the Board of
Directors at any regular or special meeting of the Board of Directors and any
such dividend may be paid in cash, property, or shares of the Corporation's
Capital Stock.

     A member of the Board of Directors, or a member of any Committee designated
by the Board of Directors shall be fully protected in relying in good faith upon
the records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of its officers or employees, or
Committees of the Board of Directors, or by any other person as to matters the
director reasonably believes are within such other person's professional or
expert competence and who has been selected with reasonable care by or on behalf
of the Corporation, as to the value and amount of the assets, liabilities and/or
net profits of the Corporation, or any other facts pertinent to the existence
and amount of surplus or other funds from which dividends might properly be
declared and paid. [Sections 170, 172, 173.]

     Section 8.02 Reserves. There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, thinks proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation or for such other purpose as the
Board of Directors shall think conducive to the interest of the Corporation, and
the Board of Directors may similarly modify or abolish any such reserve.
[Section 171.]

                                       21



     Section 8.03 Execution of Instruments. The Chief Executive Officer, any
Vice President, the Chief Financial Officer, the Secretary or Treasurer may
enter into any contract or execute and deliver any instrument in the name and on
behalf of the Corporation. The Board of Directors or the Chief Executive Officer
may authorize any other officer or agent to enter into any contract or execute
and deliver any instrument in the name and on behalf of the Corporation. Any
such authorization may be general or limited to specific contracts or
instruments.

     Section 8.04 Corporate Indebtedness. No loan shall be contracted on behalf
of the Corporation, and no evidence of indebtedness shall be issued in its name,
unless authorized by the Board of Directors or, to the extent the Executive
Committee has the power to authorize such loan or evidence of indebtedness, the
Executive Committee. Such authorization may be general or confined to specific
instances. Loans so authorized may be effected at any time for the Corporation
from any bank, trust company or other institution, or from any firm, corporation
or individual. All bonds, debentures, notes and other obligations or evidences
of indebtedness of the Corporation issued for such loans shall be made, executed
and delivered as the Board of Directors or the Executive Committee, as the case
may be, shall authorize. When so authorized by the Board of Directors or the
Executive Committee, as the case may be, any part of or all the properties,
including contract rights, assets, business or good will of the Corporation,
whether then owned or thereafter acquired, may be mortgaged, pledged,
hypothecated or conveyed or assigned in trust as security for the payment of
such bonds, debentures, notes and other obligations or evidences of indebtedness
of the Corporation, and of the interest thereon, by instruments executed and
delivered in the name of the Corporation.

     Section 8.05 Deposits. Any funds of the Corporation may be deposited from
time to time in such banks, trust companies or other depositaries as may be
determined by the Board of Directors or the Chief Executive Officer or by such
officers or agents as may be authorized by the Board of Directors or the Chief
Executive Officer to make such determination.

     Section 8.06 Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such agent or agents
of the Corporation, and in such manner, as the Board of Directors or the Chief
Executive Officer from time to time may determine.

     Section 8.07 Sale, Transfer, etc. of Securities. To the extent authorized
by the Board of Directors, the Chief Executive Officer, any Vice President, the
Chief Financial Officer, the Secretary or the Treasurer or any other officers
designated by the Board of Directors or the Chief Executive Officer may sell,
transfer, endorse, and assign any shares of stock, bonds or other securities
owned by or held in the name of the Corporation, and may make, execute and
deliver in the name of the Corporation, under its

                                       22



corporate seal, any instruments that may be appropriate to effect any such sale,
transfer, endorsement or assignment.

     Section 8.08 Voting as Stockholder. As directed by resolution of the Board
of Directors or the Executive Committee, (a) the Chief Executive Officer or any
Vice President shall have full power and authority on behalf of the Corporation
to attend any meeting of stockholders of any corporation in which the
Corporation may hold stock, and to act, vote (or execute proxies to vote) and
exercise in person or by proxy all other rights, powers and privileges incident
to the ownership of such stock, and (b) such officers acting on behalf of the
Corporation shall have full power and authority to execute any instrument
expressing consent to or dissent from any action of any such corporation without
a meeting. The Board of Directors may by resolution from time to time confer
such power and authority upon any other person or persons.

     Section 8.09 Fiscal Year. The fiscal year of the Corporation shall commence
on the first day of January of each year (except for the Corporation's first
fiscal year which shall commence on the date of incorporation) and shall
terminate in each case on the last day of December.

     Section 8.10 Seal. The seal of the Corporation shall be circular in form
and shall contain the name of the Corporation, the year of its incorporation and
the words "Corporate Seal" and "Delaware". The form of such seal shall be
subject to alteration by the Board of Directors. The seal may be used by causing
it or a facsimile thereof to be impressed, affixed or reproduced, or may be used
in any other lawful manner.

     Section 8.11 Books and Records; Inspection. Except to the extent otherwise
required by law, the books and records of the Corporation shall be kept at such
place or places within or without the State of Delaware as may be determined
from time to time by the Board of Directors.

     Section 8.12 Definitions.

     "BRS": Bruckmann, Rosser, Sherrill & Co., L.L.C., a Delaware limited
liability company.

     "CDR": Clayton, Dubilier & Rice, Inc., a Delaware corporation.

     "Committee": See Section 3.01.

     "Consulting Agreement": the Consulting Agreement, dated as of February 12,
2003, among the Corporation, Remington Arms Company, Inc. and Bruckmann, Rosser,
Sherrill & Co., L.L.C., as amended from time to time, or the Amended and
Restated Consulting Agreement, dated as of January 1, 2001, among the
Corporation, Remington and Clayton, Dubilier & Rice, Inc., as amended from time
to time.

                                       23



     "Executive Committee": See Section 3.01.

     "Indemnification Agreement": the Indemnification Agreement, dated as of
February 12, 2003, among the Corporation, Remington Arms Company, Inc.,
Bruckmann, Rosser, Sherrill & Co., L.L.C., and Bruckmann, Rosser, Sherrill & Co.
II, L.P., or the Indemnification Agreement, dated as of November 30, 1993, among
the Corporation, Remington Arms Company, Inc., Clayton, Dubilier & Rice, Inc.
and The Clayton & Dubilier Private Equity Fund IV Limited Partnership.

     "Ownership Change Event": As defined in the Shareholders Agreement.

     "Shareholders Agreement": The Shareholders Agreement, dated as of February
12, 2003, among RACI Holding, Inc., a Delaware corporation, Bruckmann, Rosser,
Sherrill & Co. II, L.P., a Delaware limited partnership, and The Clayton &
Dubilier Private Equity Fund IV Limited Partnership, a Connecticut limited
partnership, as amended from time to time in accordance with the terms thereof.

     "Supermajority Voting Matters": As defined in the Shareholders Agreement.

                                   ARTICLE IX

                              AMENDMENT OF BY-LAWS

     Section 9.01 Amendment. These By-Laws may be amended, altered or repealed

          (a)     by resolution adopted by a majority of the Board of Directors
     at any special or regular meeting of the Board if, in the case of such
     special meeting only, notice of such amendment, alteration or repeal is
     contained in the notice or waiver of notice of such meeting; or

          (b)     at any regular or special meeting of the stockholders if, in
     the case of such special meeting only, notice of such amendment, alteration
     or repeal is contained in the notice or waiver of notice of such meeting.
     [Section 109(a).]

                                    ARTICLE X

                                  CONSTRUCTION

     Section 10.01 Construction. In the event of any conflict between the
provisions of these By-Laws as in effect from time to time and the provisions of
the certificate of incorporation of the Corporation as in effect from time to
time, the provisions of such certificate of incorporation shall be controlling.

                                       24




                                                                       Exhibit D

                                    DELAWARE
                                 The First State

                                                                          PAGE 1

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE
OF "RACI HOLDING, INC." AS RECEIVED AND FILED IN THIS OFFICE.

     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

     CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FIRST DAY OF OCTOBER, A.D.
1993, AT 1 O'CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-FIRST DAY OF JUNE, A.D. 1995, AT
12 O'CLOCK P.M.

     CERTIFICATE OF AMENDMENT, FILED THE TWELFTH DAY OF FEBRUARY, A.D. 2003, AT
4 O'CLOCK P.M.

     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.

[SEAL]

                                                      /s/ Harriet Smith Windsor
                                                      --------------------------
                                                      Harriet Smith Windsor,
                                                      Secretary of State

                                                         AUTHENTICATION: 2258410
                                                                  DATE: 02-13-03

2356121 8100H
030096521



   STATE OF DELAWARE
  SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 10/21/1993
 733294013 - 2356121

                          CERTIFICATE OF INCORPORATION

                                       OF

                               RACI HOLDING, INC.

          FIRST: The name of the Corporation is RACI Holding, Inc.

          SECOND: The Corporation's registered office in the State of Delaware
is at Corporation Trust Center, 1209 Orange Street in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          THIRD: The nature of the business of the Corporation and its purpose
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

          FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 10,000,000 shares, consisting of
5,000,000 shares of Class A Common Stock, par value $.01 per share (herein
called "Class A Common Stock"), 5,000,000 shares of Class B Common Stock, par
value $.01 per share (herein called "Class B Common Stock").

          Rights and Privileges of the Common Stock

          As used herein, the term "Common Stock" shall include the Class A
Common Stock and the Class B Common Stock. Except as otherwise provided herein,
all shares of Class A Common Stock and Class B Common Stock will be identical
and will entitle the holders thereof to the same rights and privileges.

          1. VOTING RIGHTS.

          Except as otherwise required by law or as otherwise provided herein,
on all matters submitted to the Corporation's stockholders, (i) the holders of
Class A Common Stock will be entitled to one vote per share and (ii) the holders
of Class B Common Stock will have no right to vote.



          2. DIVIDENDS.

          When and as dividends ere declared thereon, whether payable in cash,
property or securities of the Corporation, the holders of Class A Common Stock
and the holders of Class B Common Stock will be entitled to share equally, share
for share, in such dividends, provided that if dividends are declared which are
payable in shares of Class A Common Stock or Class B Common Stock, dividends
will be declared which are payable at the same rate on each class of stock, and
the dividends payable in shares of Class A Common Stock will be payable to
holders of Class A Common Stock, and the dividends payable in shares of Class B
Common Stock will be payable to holders of Class B Common Stock.

          3. CONVERSION AND EXCHANGE.

          3A. Conversion of Class B Common Stock. Each record holder of Class B
Common Stock is entitled to convert any or all of the shares of such holder's
Class B Common Stock into the same number of shares of Class A Common Stock,
provided that no holder of Class B Common Stock is entitled to convert any share
or shares of Class B Common Stock to the extent that, as a result of such
conversion, such holder or its Affiliates would directly or indirectly own,
control or have power to vote a greater quantity of securities of any kind
issued by the Corporation than such holder and its Affiliates are permitted to
own, control or have power to vote under any law, regulation, order, rule or
other requirement of any governmental authority at any time applicable to such
holder and its Affiliates.

          3B. Exchange of Class A Common Stock. Each record holder of Class A
Common Stock is entitled to exchange any or all of the shares of such holder's
Class A Common Stock for the same number of shares of Class B Common Stock,
provided that no holder of Class A Common Stock is entitled to exchange any
share or shares of Class A Common Stock unless such holder or its Affiliates
would directly or indirectly own, control or have power to vote a greater
quantity of securities of any kind issued by the Corporation then such holder
and its Affiliates are permitted to own, control or have power to vote under any
law, regulation, order, rule or other requirement of any governmental authority
at any time applicable to such holder and its Affiliates if such shares were not
exchanged.

                                        2



          3C. Certain Conversion and Exchange Procedures. (1) Each conversion of
shares of Class B Common Stock into shares of Class A Common Stock and each
exchange of shares of Class A Common Stock for shares of Class B Common Stock
will be effected by the surrender of the certificate or certificates
representing the shares to be converted or exchanged, as the case may be, at the
principal office of the Corporation or the transfer agent designated by the
Corporation, if any, at any time during normal business hours, together with a
written notice by the holder of such shares stating either (A} the number of
shares of Class B Common Stock that such holder desires to convert into Class A
Common Stock and that upon such conversion such holder, together with its
Affiliates, will not directly or indirectly own, control or have the power to
vote a greater quantity of securities of any kind issued by the Corporation than
such holder and its Affiliates are permitted to own, control or have the power
to vote under any applicable law, regulation, order, rule or other governmental
requirement (and such statement will obligate the Corporation to issue such
Class A Common Stock), or (B) the number of shares of Class A Common Stock that
such holder desires to exchange for Class B Common Stock and that such exchange
is required in order for such holder and its Affiliates to comply with
applicable laws, regulations, orders, rules or other governmental requirements
as contemplated by paragraph 3B of this Article Fourth (and such statement will
obligate the Corporation to issue such Class B Common Stock). Such conversion or
exchange will be deemed to have been effected as of the close of business on the
date on which such certificate or certificates have been surrendered and such
notice has been received, and at such time the rights of any such holder with
respect to the converted Class B Common Stock or exchanged class A Common Stock,
as the case may be, will cease and the person or persons in whose name or names
the certificate or certificates for shares of Class A Common Stock or Class B
Common Stock, as the case may be, are to be issued upon such conversion or
exchange will be deemed to have become the holder or holders of record of the
shares of Class A Common Stock or Class B Common Stock, as the case may be,
represented thereby.

          (ii) Promptly after such surrender and the receipt of the written
notice referred to in subparagraph (i) above, the Corporation will issue and
deliver in accordance with the surrendering holder's instructions the
certificate or certificates for the Class A Common Stock or Class B Common
Stock, as the case may be, issuable upon such conversion or

                                        3



exchange and a certificate representing any Class A Common Stock or Class B
Common Stock, as the case may be, which was represented by the certificate or
certificates delivered to the Corporation in connection with such conversion or
exchange but which was not converted or exchanged. The Corporation shall be
entitled to rely upon any written notice delivered pursuant to subparagraph (i)
above and such notice shall, in the absence of fraud, be binding and conclusive
upon the Corporation.

          4. MISCELLANEOUS PROVISIONS APPLICABLE TO COMMON STOCK.

          4A. Transfers. The Corporation will not close its books against the
transfer of Class B Common Stock or Class A Common Stock in any manner that
would interfere with the timely conversion of Class B Common Stock or exchange
of Class A Common Stock.

          4B. Subdivisions and Combinations of Shares. If the Corporation in any
manner subdivides or combines the outstanding shares of one class of Common
Stock, the outstanding shares of the other class of Common Stock will be
proportionately subdivided or combined.

          4C. Issuance Costs. The issuance of certificates for Class A Common
Stock upon conversion of Class B Common Stock or for Class B Common Stock upon
exchange for Class A Common Stock will be made without charge to the holder or
holders of such shares for any issuance tax (except stock transfer taxes) in
respect thereof or other cost incurred by the Corporation in connection with
such conversion or exchange and the related issuance of Class A Common Stock or
Class B Common Stock, as the case may be.

          5. DEFINITIONS.

          "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such Person, provided that, for purposes of this definition, "control"
(including, with correlative meanings, the terms "controlled by" and "under
common control with"), as used with respect to any Person, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities or by contract or otherwise. Notwithstanding any
other provision herein, the

                                        4



Board of Directors shall in its good faith determine whether any party shall be
deemed an "Affiliate" of any Person for purposes of this Certificate of
Incorporation and such determination shall be binding and conclusive upon the
Corporation.

          "Person" shall mean and include an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a government
or any department or agency thereof.

          FIFTH: The name and mailing address of the incorporator is as follows:

          Julie A. Fergang
          c/o Debevoise & Plimpton
          875 Third Avenue
          New York, New York 10022

          SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for the
purpose of creating, defining, limiting and regulating the powers of the
Corporation and its directors and stockholders:

          (a) The number of directors of the Corporation shall be fixed and may
     be altered from time to time in the manner provided in the By-Laws, and
     vacancies in the Board of Directors and newly created directorships
     resulting from any increase in the authorized number of directors may be
     filled, and directors may be removed, as provided in the By-Laws.

          (b) The election of directors may be conducted in any manner approved
     by the stockholders at the time when the election it held and need not be
     by ballot.

          (c) All corporate powers and authority of the Corporation (except as
     at the time otherwise provided by law, by this Certificate of Incorporation
     or by the By-Laws) shall be vested in and exercised by the Board of
     Directors.

          (d) No director of the Corporation shall be liable to the Corporation
     or its stockholders for monetary damages for breach of his or her fiduciary
     duty as a director, provided that nothing contained in

                                        5



     this Certificate of Incorporation shall eliminate or limit the liability of
     a director (i) for any breach of the director's duty of loyalty to the
     Corporation or its stockholders, (ii) for acts or omissions not in good
     faith or which involve intentional misconduct or a knowing violation of the
     law, (iii) under Section 174 of the General Corporation Law of the State of
     Delaware or (iv) for any transaction from which the director derived an
     improper personal benefit.

          (e) The Board of Directors shall have the power without the assent or
     vote of the stockholders to adopt, amend, alter or repeal the By-Laws of
     the Corporation, except to the extent that the By-Laws or this Certificate
     of Incorporation otherwise provide or to the extent that the provisions of
     the By-Laws would conflict with the provisions of this Certificate of
     Incorporation.

          SEVENTH: The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by the law of the State of Delaware, and all rights herein
conferred upon stockholders or directors are granted subject to this
reservation.

          IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make and file this
Certificate of Incorporation, hereby declaring and certifying that the facts
herein stated are true, and accordingly have hereunto set my hand this 21st day
of October, 1993.

                                                     /s/ Julie A. Fergang
                                                     ------------------------
                                                     Julie A. Fergang

                                        6



STATE OF NEW YORK    )
                     :   ss.:
COUNTY OF NEW YORK   )

          BE IT REMEMBERED that on the 21st day of October, 1993, personally
appeared before me, Mary Anne Armstrong, a notary public for the State of New
York, Julie A. Fergang, the party to the foregoing Certificate of Incorporation,
known to me personally to be such, and acknowledged said Certificate of
Incorporation to be their act and deed and that the facts therein stated are
true.

          GIVEN under my hand and seal of office the day and year aforesaid.

[SEAL]
                                              MARY ANNE ARMSTRONG
                                              NOTARY PUBLIC, State of New York
                                              No. 30-4733194
                                              Qualified in Nassau County
                                              Cert. filed in New York County
                                              Commission Expires June 30, 1995

                                              /s/ Mary Anne Armstrong
                                              -----------------------
                                              Notary Public



   STATE OF DELAWARE
  SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 06/21/1995
  950136270 - 2356121

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                               RACI HOLDING, INC.

                            Under Section 242 of the
                          Delaware General Corporation Law

          RACI HOLDING, INC., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies that:

          1. The Certificate of Incorporation of the Corporation was filed with
the Secretary of State of the State of Delaware on October 21, 1993.

          2. The Certificate of Incorporation of the Corporation is hereby
amended, as authorized by Section 242 of the General Corporation Law of the
State of Delaware, to reduce the total number of shares of all classes of stock
that the Corporation shall have authority to issue.

          3. To effect such amendment, Article FOURTH of the Certificate of
Incorporation of the Corporation is hereby amended to read as follows:

          "FOURTH: The total number of shares of all classes of stock that the
     Corporation shall have authority to issue is 2,500,000 shares, consisting
     of 1,250,000 shares of Class A Common Stock, par value $.01 per share
     (herein called "Class A Common Stock"), and 1,250,000 shares of Class B
     Common Stock, par value $.01 per share (herein called "Class B Common
     Stock")."

          4. The foregoing amendment of the Certificate of Incorporation of the
Corporation has been duly adopted in accordance with Sections 228 and 242 of the
General Corporation Law of the State of Delaware, by vote of the majority of the
Board of Directors and by written consent of the sole stockholder of the
Corporation.



          IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by Thomas L. Millner, its President, and attested by Robert W. Haskin,
Jr., its Vice President and Secretary, this 19th day of June, 1995.

                                                   /s/ Thomas L. Millner
                                                   -----------------------------
                                                   Thomas L. Millner
                                                   President

Attest:

/s/ Robert W. Haskin, Jr.
- -------------------------------
Robert W. Haskin, Jr.
Vice President and Secretary

                                        2



                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 04:00 PM 02/12/2003
                                                          030095326 - 2356121

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                               RACI HOLDING, INC.

                            Under Section 242 of the
                General Corporation Law of the State of Delaware

          RACI Holding, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "General Corporation Law") hereby certifies as follows:

          1. The date of filing of its Certificate of Incorporation with the
Secretary of State of the State of Delaware was October 21, 1993, as amended by
a Certificate of Amendment of the Certificate of Incorporation of the
Corporation filed with the Secretary of State of the State of Delaware on June
21, 1995.

          2. The Certificate of Incorporation of the Corporation, as amended, is
hereby amended, as authorized by Section 242 of the General Corporation Law, by
adding a new section (f) immediately subsequent to section (e) of Article SIXTH,
which shall read in its entirety as follows:

          "(f) The Corporation elects not be governed by Section 203 of the
          General Corporation Law of the State of Delaware, "Business
          Combinations With Interested Stockholders", as permitted under and
          pursuant to subsection (b)(3) of Section 203 of the General
          Corporation Law of the State of Delaware."

          3. The foregoing amendment of the Certificate of Incorporation of the
Corporation has been duly adopted in accordance with Sections 228 and 242 of the
General Corporation Law, by the unanimous written consent of the Board of
Directors and by written consent of the stockholders of the Corporation.



          IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by Mark L. Little, its Executive Vice President, Chief Financial
Officer, Chief Administrative Officer and Treasurer, and attested by Samuel G.
Grecco, its Vice President and Corporate Secretary, this 12th day of February,
2003.

                                        /s/ Mark L. Little
                                        -----------------------------
                                        Mark L. Little
                                        Executive Vice President,
                                        Chief Financial Officer,
                                        Chief Administrative Officer and
                                        Treasurer

Attest:

/s/ Samuel G. Grecco
- -------------------------------
Samuel G. Grecco
Vice President and Corporate Secretary

                                        2



                                                                       Exhibit E

                                                                          PAGE 1

                                    DELAWARE
                                 The First State

          I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON
FILE OF "REMINGTON ARMS COMPANY, INC." AS RECEIVED AND FILED IN THIS OFFICE.

          THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

          CERTIFICATE OF INCORPORATION, FILED THE TWENTY-FIRST DAY OF OCTOBER,
A.D. 1993, AT 1 O'CLOCK P.M.

          CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "RACI ACQUISITION
CORPORATION" TO "REMINGTON ARMS COMPANY, INC.", FILED THE FIRST DAY OF DECEMBER,
A.D. 1993, AT 1:21 O'CLOCK P.M.

          AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE
THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION.

[SEAL]

                                               /s/ Harriet Smith Windsor
                                               ---------------------------------
                                               Harriet Smith Windsor,
                                               Secretary of State

                                                         AUTHENTICATION: 2201474
                                                                  DATE: 01-13-03

2356123   8100H
030024710




                                                          STATE  Of  DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 01:00 PR 10/21/1933
                                                           733294041 - 2356123

                          CERTIFICATE OF INCORPORATION

                                       OF

                          RACI ACQUISITION CORPORATION

          FIRST: The name of the Corporation is RACI Acquisition Corporation.

          SECOND: The Corporation's registered office in the State of Delaware
is at Corporation Trust Center, 1209 Orange Street in the city of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

          THIRD: The nature of the business of the Corporation and its purpose
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

          FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock,
par value $.01 per share.

          FIFTH: The name and mailing address of the incorporator is as follow:

                Julie A. Fergang
                c/o Debevoise & Plimpton
                875 Third Avenue
                New York, New York 10022

          SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for the
purpose of creating, defining, limiting and regulating the powers of the
Corporation and its directors and stockholders:

          (a) The number of directors of the Corporation shall be fixed and may
     be altered from time to time in the manner provided in the By-Laws, and
     vacancies In the Board of Directors and newly created directorships
     resulting from any increase in the authorized number of directors may be
     filled, and directors may be removed, as provided in the By-Laws.



          (b) The election of directors may be conducted in any manner approved
     by the stockholders at the time when the election is held and need not be
     by ballot.

          (c) All corporate powers and authority of the corporation (except as
     at the time otherwise provided by law, by this Certificate of Incorporation
     or by the By-Laws) shall be vested in and exercised by the Board of
     Directors.

          (d) The Board of Directors shall have the power without the assent or
     vote of the stockholders to adopt, amend, alter or repeal the By-Laws of
     the Corporation, except to the extent that the By-Laws or this Certificate
     of Incorporation otherwise provide.

          (e) No director of the Corporation shall be liable to the Corporation
     or its stockholders for monetary damages for breach of his or her
     fiduciary duty as a director, provided that nothing contained in this
     Certificate of Incorporation shall eliminate or limit the liability of a
     director (i) for any breach of the director's duty of loyalty to the
     Corporation or its stockholders, (ii) for acts or omissions not in good
     faith or which involve intentional misconduct or a knowing violation of
     the law, (iii) under Section 174 of the General Corporation Law of the
     State of Delaware or (iv) for any transaction from which the director
     derived an improper personal benefit.

          SEVENTH: The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by the laws of the State of Delaware, and all rights herein
conferred upon stockholders or directors are granted subject to this
reservation.

          IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make and file this
Certificate, hereby declaring and certifying that the facts herein stated are
true, and accordingly have hereunto set my hand this 21st day of October, 1993.

                                        /s/ Julie A. Fergang
                                        ---------------------------
                                        Julie A. Fergang

                                        2



STATE 0F NEW YORK      )
                       : ss.:
COUNTY OF NEW YORK     )

          BE IT REMEMBERED that on the 21st day of October, 1993 personally
appeared before me, Maryanne Armstrong, a notary public for the State of New
York, Julie A. Fergang, the party to the foregoing Certificate of Incorporation,
known to me personally to be such, and acknowledged the said Certificate to be
her act and deed and that the facts therein stated are true.

          GIVEN under my hand and seal of office the day and year aforesaid.


[SEAL]                                          MARY ANNE ARMSTRONG
                                                NOTARY PUBLIC, State of New York
                                                  No. 30-4733194
                                                Qualified in Nassau County
                                                Cert. filed in New York County
                                                Commission expires June 30, 1995


                                                 /s/ Maryanne Armstrong
                                                 ----------------------------
                                                 Notary Public



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 01:21 PM 12/01/1993
                                                         723335079 - 2356123

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                          RACI ACQUISITION CORPORATION

                            Under Section 242 of the
                        Delaware General Corporation Law

          RACI ACQUISITION CORPORATION, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation") hereby certifies
that:

          1. The Certificate of Incorporation of the Corporation was filed with
the Secretary of State of the State of Delaware on October 21, 1993.

          2. The Certificate of incorporation of the Corporation is hereby
amended, as authorized by Section 242 of the Delaware General Corporation Law,
to change the name of the Corporation to "Remington Arms Company, Inc."

          3. To effect such amendment, Article FIRST of the Certificate of
Incorporation of the corporation is hereby amended to read as follows:

          "FIRST: The name of the Corporation is REMINGTON ARMS COMPANY, INC."

          4. The foregoing amendment of the certificate of Incorporation of the
Corporation has been duly adopted in accordance with Sections 228, 229 and 242
of the Delaware General Corporation Law, by unanimous written consent of the
Sole Stockholder of the Corporation.



          IN WITNESS WHEREOF, the Corporation has caused this certificate to be
executed by Joseph L. Rice, its President, and attested by William A. Barbe, its
Vice President and Secretary, this 23 day of November, 1993.

                                        /s/ Joseph L. Rice, III
                                        ----------------------------
                                        Joseph L. Rice, III
                                        President

Attest:

/s/ William A. Barbe
- ----------------------------
William A. Barbe
Vice President and Secretary

                                        2

EX-10.14

                                                                   EXHIBIT 10.14

                                                                  EXECUTION COPY

                            INDEMNIFICATION AGREEMENT

     INDEMNIFICATION AGREEMENT, dated as of February 12, 2003, among RACI
Holding, Inc., a Delaware corporation ("Holding"), Remington Arms Company, Inc.,
a Delaware corporation (the "Company"), Bruckmann, Rosser, Sherrill & Co.
L.L.C., a Delaware limited liability company ("BRS") and Bruckmann, Rosser,
Sherrill & Co. II, L.P., a Delaware limited partnership ("BRS II") (together
with any other investment vehicle managed by BRS, the "BRS Fund").

                              W I T N E S S E T H :

     WHEREAS, the BRS Fund is managed by BRS, and the general partner of the BRS
Fund is BRSE, L.L.C., a Delaware limited liability company (together with any
general partner of any other investment vehicle managed by BRS, "BRSE");

     WHEREAS, pursuant to an Investment Agreement, dated as of December 19, 2002
(the "Investment Agreement"), by and among Holding, The Clayton & Dubilier
Private Equity Fund IV Limited Partnership (the "C&D Fund") and the BRS Fund,
pursuant to which, among other things, Holding issued to the BRS Fund 135,954
shares of Class A Common Stock, par value $0.01 per share of Holding ("Common
Stock") for a cash purchase price equal to $220.31 per share (the "Share
Purchase Price") for an aggregate purchase price of approximately $29,952,025
(the "Investment");

     WHEREAS, in connection with the Investment, Holding repurchased (the
"Repurchase") 722,981 of its outstanding shares of Common Stock for a
combination of cash, senior notes of Holding with an interest rate of 12% (the
"RACI A Senior Notes") and senior notes of Holding with an interest rate of 15%
(the "RACI B Senior Notes", and together with the RACI A Senior Notes, the "RACI
Senior Notes");

     WHEREAS, concurrent with the Investment, the Company offered, issued and
sold to certain institutional purchasers (the "Initial Purchasers") $200 million
aggregate principal amount of 10 1/2% Senior Notes due 2011, with respect to
which the Company will make an offer to exchange therefor $200 million aggregate
principal amount of 10 1/2% Senior Subordinated Notes due 2011 (such
transactions collectively, the "Note Offering");

     WHEREAS, Holding and the Company from time to time in the future (a) may
offer and sell or cause to be offered and sold equity or debt securities (such
offerings and sales by Holding and the Company, together with the Investment and
the Note Offering, being hereinafter referred to as the "Securities Offerings"),
including without limitation (i) offerings of shares of capital stock of Holding
and/or options to purchase such shares to employees, directors, managers and
consultants of and to Holding and the Company (a "Management Offering"), and
(ii) one or more offerings of debt securities for the purpose



of refinancing indebtedness incurred pursuant to the Note Offering or for other
corporate purposes, and (b) may repurchase, redeem or otherwise acquire certain
securities of Holding or the Company (any such repurchase or redemption being
referred to herein as a "Redemption");

     WHEREAS, the parties hereto recognize the possibility that claims might be
made against, and liabilities incurred by, BRS, the BRS Fund, BRSE or related
persons or affiliates under applicable securities laws or otherwise in
connection with the Securities Offerings, or relating to other actions or
omissions of or by Holding and the Company, or relating to the provision by BRS
of management consulting, monitoring and financial advisory services to Holding
and the Company, and the parties hereto accordingly wish to provide for BRS, the
BRS Fund, BRSE and related persons and affiliates to be indemnified in respect
of any such claims and liabilities;

     WHEREAS, the parties hereto recognize that claims might be made against and
liabilities incurred by directors and officers of Holding and the Company in
connection with their acting in such capacity, and accordingly wish to provide
for such directors and officers to be indemnified to the fullest extent
permitted by law in respect of any such claims and liabilities; and

     WHEREAS, it is a condition to the closing of the Investment that the
parties enter into this Agreement;

     NOW, THEREFORE, in consideration of the foregoing premises, and the mutual
agreements and covenants and provisions herein set forth, the parties hereto
hereby agree as follows:

     1.   Definitions.

     (a)  "Claim" means, with respect to any Indemnitee, any claim against such
Indemnitee involving any Obligation with respect to which such Indemnitee may be
entitled to be defended and indemnified by Holding or the Company under this
Agreement.

     (b)  "Indemnitee" means each of BRS, the BRS Fund, BRSE and their
respective directors, officers, principals, members, partners, employees,
agents, advisors, representatives, affiliates and controlling persons (within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"))
and each other person who is or becomes a director or an officer of Holding or
the Company.

     (c)  "Obligations" means, collectively, any and all claims, obligations,
liabilities (joint or several), causes of actions, actions, suits, proceedings,
investigations, judgments, decrees, losses, damages, fees, costs and expenses
(including without

                                        2



limitation interest, penalties and fees and disbursements of attorneys,
accountants, investment bankers and other professional advisors).

     (d)  "Related Document" means any agreement, certificate, instrument or
other document to which Holding or the Company may be a party or by which it or
any of its properties or assets may be bound or affected from time to time
relating in any way to any Securities Offering or any of the transactions
contemplated thereby, including without limitation, in each case as the same may
be amended, modified, waived or supplemented from time to time, (A) any
registration statement filed by or on behalf of Holding or the Company with the
Securities and Exchange Commission (the "Commission") in connection with any
Securities Offering, including all exhibits, financial statements and schedules
appended thereto, and any submissions to the Commission in connection therewith,
(B) any prospectus, preliminary or otherwise, included in such registration
statements or otherwise filed by or on behalf of Holding or the Company in
connection with any Securities Offering or used to offer or confirm sales of
their respective securities in any Securities Offering, (C) any private
placement or offering memorandum or circular, or other information or materials
distributed by or on behalf of Holding, the Company or any placement agent or
underwriter (including without limitation any Initial Purchaser) in connection
with any Securities Offering, (D) any federal, state or foreign securities law
or other governmental filings or applications made in connection with any
Securities Offering, the Investment or any of the transactions contemplated
thereby, (E) any underwriting, subscription, purchase, option or registration
rights agreement or plan entered into or adopted by Holding or the Company in
connection with any Securities Offering or (F) any purchase, repurchase,
redemption or other agreement entered into by Holding or the Company in
connection with any Redemption.

     2.   Indemnification.

     (a)  Each of Holding and the Company agrees to indemnify, defend and hold
harmless each Indemnitee:

          (i)   from and against any and all Obligations, whether incurred with
     respect to third parties or otherwise, in any way resulting from, arising
     out of or in connection with, based upon or relating to (A) the Securities
     Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
     or any other applicable securities or other laws, in connection with any
     Securities Offering, any Related Document or any of the transactions
     contemplated thereby, (B) any other action or failure to act of Holding,
     the Company, or any of their predecessors, whether such action or failure
     has occurred or is yet to occur or (C) except to the extent such
     Obligation is determined by a court, in a final judgment from which no
     further appeal may be taken, to have resulted solely from the gross
     negligence or intentional misconduct by BRS, the engagement of, or
     performance by, BRS of

                                        3



     management consulting, monitoring, financial advisory or other services for
     Holding or the Company; and

          (ii)  to the fullest extent permitted by Delaware law, from and
     against any and all Obligations in any way resulting from, arising out of
     or in connection with, based upon or relating to (A) the fact that such
     Indemnitee is or was a director or an officer of Holding or the Company, as
     the case may be, or is or was serving at the request of such corporation as
     a director, officer, employee or agent of or advisor or consultant to
     another corporation, partnership, joint venture, trust or other enterprise
     or (B) any breach or alleged breach by such Indemnitee of his or her
     fiduciary duty as a director or an officer of Holding or the Company, as
     the case may be.

     (b)  Without in any way limiting the foregoing Section 2(a), each of
Holding and the Company agrees to indemnify, defend and hold harmless each
Indemnitee from and against any and all Obligations resulting from, arising out
of or in connection with, based upon or relating to liabilities under the
Securities Act, the Exchange Act or any other applicable securities or other
laws, rules or regulations in connection with (i) the inaccuracy or breach of or
default under any representation, warranty, covenant or agreement in any Related
Document, (ii) any untrue statement or alleged untrue statement of a material
fact contained in any Related Document or (iii) any omission or alleged omission
to state in any Related Document a material fact required to be stated therein
or necessary to make the statements therein not misleading. Notwithstanding the
foregoing, neither Holding nor the Company shall be obligated to indemnify such
Indemnitee from and against any such Obligation to the extent that such
Obligation arises out of or is based upon an untrue statement or omission made
in such Related Document in reliance upon and in conformity with written
information furnished to Holding or the Company, as the case may be, in an
instrument duly executed by such Indemnitee and specifically stating that it is
for use in the preparation of such Related Document.

     3.   Contribution.

     (a)  Except to the extent that Section 3(b) is applicable, if for any
reason the indemnity provided for in Section 2(a) is unavailable or is
insufficient to hold harmless any Indemnitee from any of the Obligations covered
by such indemnity, then Holding and the Company shall contribute to the amount
paid or payable by such Indemnitee as a result of such Obligation in such
proportion as is appropriate to reflect (i) the relative fault of each of
Holding and the Company, on the one hand, and such Indemnitee, on the other, in
connection with the state of facts giving rise to such Obligation, (ii) if such
Obligation results from, arises out of, is based upon or relates to any
Securities Offering, the relative benefits received by each of Holding and the
Company, on the one hand, and such Indemnitee, on the other, from such
Securities Offering and (iii) if required by applicable law, any other relevant
equitable considerations.

                                        4



     (b)  If for any reason the indemnity specifically provided for in Section
2(b) is unavailable or is insufficient to hold harmless any Indemnitee from any
of the Obligations covered by such indemnity, then Holding and the Company shall
contribute to the amount paid or payable by such Indemnitee as a result of such
Obligation in such proportion as is appropriate to reflect (i) the relative
fault of each of Holding and the Company, on the one hand, and such Indemnitee,
on the other, in connection with the information contained in or omitted from
any Related Document, which inclusion or omission resulted in the inaccuracy or
breach of or default under any representation, warranty, covenant or agreement
therein, or which information is or is alleged to be untrue, required to be
stated therein or necessary to make the statements therein not misleading, (ii)
the relative benefits received by Holding and the Company, on the one hand, and
such Indemnitee, on the other, from such Securities Offering and (iii) if
required by applicable law, any other relevant equitable considerations.

     (c)  For purposes of Section 3(a), the relative fault of each of Holding
and the Company, on the one hand, and of the Indemnitee, on the other, shall be
determined by reference to, among other things, their respective relative
intent, knowledge, access to information and opportunity to correct the state of
facts giving rise to such Obligation. For purposes of Section 3(b), the relative
fault of each of Holding and the Company, on the one hand, and of the
Indemnitee, on the other, shall be determined by reference to, among other
things, (i) whether the included or omitted information relates to information
supplied by Holding or the Company, on the one hand, or by such Indemnitee, on
the other, and (ii) their respective relative intent, knowledge, access to
information and opportunity to correct such inaccuracy, breach, default, untrue
or alleged untrue statement, or omission or alleged omission. For purposes of
Section 3(a) or 3(b), the relative benefits received by each of Holding and the
Company, on the one hand, and the Indemnitee, on the other, shall be determined
by weighing the direct monetary proceeds to Holding and the Company, on the one
hand, and such Indemnitee, on the other, from such Securities Offering.

     (d)  The parties hereto acknowledge and agree that it would not be just and
equitable if contributions pursuant to Section 3(a) or 3(b) were determined by
pro rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in such respective Section.
Holding and the Company shall not be liable under Section 3(a) or 3(b), as
applicable, for contribution to the amount paid or payable by any Indemnitee
except to the extent and under such circumstances as Holding or the Company
would have been liable to indemnify, defend and hold harmless such Indemnitee
under the corresponding Section 2(a) or 2(b), as applicable, if such indemnity
were enforceable under applicable law. No Indemnitee shall be entitled to
contribution from Holding or the Company with respect to any Obligation covered
by the indemnity specifically provided for in Section 2(b) in the event that
such Indemnitee is finally determined to be guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) in
connection with such

                                        5



Obligation and Holding and the Company are not guilty of such fraudulent
misrepresentation.

     4.   Indemnification Procedures.

     (a)  Whenever any Indemnitee shall have actual knowledge of the reasonable
likelihood of the assertion of a Claim, BRS (acting on its own behalf or, if
requested by any such Indemnitee other than itself, on behalf of such
Indemnitee) or such Indemnitee shall notify Holding, the Company or the
appropriate Subsidiary, as the case may be, in writing of the Claim (the "Notice
of Claim") with reasonable promptness after such Indemnitee has such knowledge
relating to such Claim and has notified BRS thereof. The Notice of Claim shall
specify all facts known to BRS that may give rise to such Claim and the monetary
amount or an estimate of the monetary amount of the Obligation involved if BRS
has knowledge of such amount or a reasonable basis for making such an estimate.
The failure of BRS to give such Notice of Claim shall not relieve Holding and
the Company of their respective indemnification obligations under this Agreement
except to the extent that such omission results in a failure of actual notice to
them and they are materially injured as a result of the failure to give such
Notice of Claim. Holding and the Company shall, at their expense, undertake the
defense of such Claim with attorneys of their own choosing satisfactory in all
respects to BRS. BRS may participate in such defense with counsel of BRS's
choosing at the expense of Holding and the Company. In the event that none of
Holding and the Company undertakes the defense of the Claim within a reasonable
time after BRS has given the Notice of Claim, BRS may, at the expense of Holding
and the Company and after giving notice to Holding and the Company of such
action, undertake the defense of the Claim and compromise or settle the Claim,
all for the account of and at the risk of Holding and the Company. In the
defense of any Claim, Holding and the Company shall not, except with the consent
of BRS, consent to entry of any judgment or enter into any settlement that
includes any injunctive or other non-monetary relief, or that does not include
as an unconditional term thereof the giving by the person or persons asserting
such Claim to such Indemnitee of a release from all liability with respect to
such Claim. In each case, BRS and each other Indemnitee seeking indemnification
hereunder will cooperate with Holding and the Company, so long as Holding and
the Company are conducting the defense of the Claim, in the preparation for and
the prosecution of the defense of such Claim, including making available
evidence within the control of BRS or such Indemnitee, as the case may be, and
persons needed as witnesses who are employed by BRS or such Indemnitee, as the
case may be, in each case as reasonably needed for such defense and at cost,
which cost, to the extent reasonably incurred, shall be paid by Holding and the
Company.

     (b)  Holding and the Company hereby agree to advance costs and expenses,
including attorney's fees, incurred by BRS (acting on its own behalf or, if
requested by any such Indemnitee other than itself, on behalf of such
Indemnitee) or any Indemnitee in defending any Claim in advance of the final
disposition of such Claim upon receipt of an

                                        6



undertaking by or on behalf of BRS or such Indemnitee to repay amounts so
advanced if it shall ultimately be determined that BRS or such Indemnitee is not
entitled to be indemnified by Holding and the Company as authorized by this
Agreement.

     (c)  BRS shall notify Holding and the Company in writing of the amount of
any Claim actually paid by BRS (the "Notice of Payment"). The amount of any
Claim actually paid by BRS shall bear simple interest at the rate equal to the
prime rate most recently set forth in The Wall Street Journal as of the date of
such payment plus 2% per annum, from the date Holding or the Company receives
the Notice of Payment to the date on which Holding or the Company shall repay
the amount of such Claim plus interest thereon to BRS.

     5.   Certain Covenants. Holding agrees to cause the Company to perform its
obligations under this Agreement. The rights of each Indemnitee to be
indemnified under any other agreement, document, certificate or instrument or
applicable law are independent of and in addition to any rights of such
Indemnitee to be indemnified under this Agreement. The rights of each Indemnitee
and the obligations of Holding and the Company hereunder shall remain in full
force and effect regardless of any investigation made by or on behalf of such
Indemnitee. Each of Holding and the Company shall maintain the State of Delaware
as its state of incorporation and shall implement and maintain in full force and
effect any and all corporate charter and by-law provisions that may be necessary
or appropriate to enable it to carry out its obligations hereunder to the
fullest extent permitted by Delaware corporate law, including without limitation
a provision of its certificate of incorporation eliminating liability of a
director for breach of fiduciary duty to the fullest extent permitted by Section
102(b)(7) (or any successor section thereto) of the General Corporation Law of
the State of Delaware, as it may be amended from time to time.

     6.   Notices. All notices and other communications hereunder shall be in
writing and shall be delivered by certified or registered mail (first class
postage prepaid and return receipt requested), telecopier, overnight courier or
hand delivery, as follows:

          (a)   if to the Company, to:
                Remington Arms Company, Inc.
                870 Remington Drive
                P.O. Box 700
                Madison, North Carolina 27025-0700
                Fax Number: (336) 598-7779
                Attention:  Secretary

          (b)   if to Holding, to it care of the Company at the address set
          forth above

                                        7


          (c)   if to BRS, to:

                c/o Bruckmann, Rosser, Sherrill & Co., L.L.C.
                126 East 56th Street
                New York, New York  10022
                Fax Number:  (212) 521-3799
                Attention:  Stephen C. Sherrill

          (d)   if to the BRS Fund, to:

                c/o Bruckmann, Rosser, Sherrill & Co., L.L.C.
                126 East 56th Street
                New York, New York  10022
                Fax Number:  (212) 521-3799
                Attention:  Stephen C. Sherrill

or to such other address or such other person as Holding, the Company, BRS or
the BRS Fund, as the case may be, shall have designated by notice to the other
parties hereto. All communications hereunder shall be effective upon receipt by
the party to which they are addressed. A copy of any notice or other
communication given under this Agreement shall also be given to:

                Debevoise & Plimpton
                919 Third Avenue
                New York, New York 10022
                Fax Number:  (212) 909-6836
                Attention:  Paul S. Bird, Esq.

                And

                Kirkland & Ellis
                Citigroup Center
                153 East 53rd Street
                New York, New York 10022-4675
                Fax Number:  (212) 446-4900
                Attention:  Kim Taylor, Esq.

     7.   Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the law of the State of New
York, regardless of the law that might be applied under principles of conflict
of laws, except to the extent that the corporate law of the State of Delaware
specifically and mandatorily applies, in which case such law shall apply.

                                        8



     8.   Severability. If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby.

     9.   Miscellaneous. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. This Agreement shall be binding upon and inure
to the benefit of each party hereto and its successors and permitted assigns,
and each other Indemnitee, but neither this Agreement nor any right, interest or
obligation hereunder shall be assigned, whether by operation of law or
otherwise, by Holding or the Company without the prior written consent of BRS
and the BRS Fund. This Agreement is not intended to confer any right or remedy
hereunder upon any person other than each of the parties hereto and their
respective successors and permitted assigns and each other Indemnitee. This
Agreement may be amended, modified or supplemented only by a written instrument
executed by all of the parties hereto. Any waiver of any term or provision
hereof must be in writing and signed by the party entitled to the benefits of
such term or provision, and no waiver of a failure to observe any term or
provision hereof shall operate as a waiver of any subsequent failure to observe
any term or provision hereof unless such waiver expressly so provides. This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, and all of which together shall constitute one and the same
instrument.

                                        9



     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by
their authorized representatives as of the date first above written.

                                      RACI HOLDING, INC.


                                      By:  /s/  Mark A. Little
                                           ------------------------------------
                                           Name:  Mark A. Little
                                           Title: Chief Financial Officer

                                      REMINGTON ARMS COMPANY, INC.


                                      By:  /s/  Mark A. Little
                                           ------------------------------------
                                           Name:  Mark A. Little
                                           Title: Executive Vice President

                                      BRUCKMANN, ROSSER, SHERRILL & CO., L.L.C.


                                      By:  /s/  Stephen Sherrill
                                           ------------------------------------
                                           Name:  Stephen Sherrill
                                           Title: Managing Director

                                      BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P.

                                         By: BRSE, L.L.C.,
                                            its general partner


                                         By: /s/  Stephen Sherrill
                                             ----------------------------------
                                             Name:  Stephen Sherrill
                                             Title: Managing Director

                                       10

EX-10.15

                                                                   EXHIBIT 10.15

                                                                  EXECUTION COPY

                SECOND AMENDED AND RESTATED CONSULTING AGREEMENT

     This SECOND AMENDED AND RESTATED CONSULTING AGREEMENT, dated as of February
12, 2003 (the "Agreement"), by and among RACI Holding, Inc., a Delaware
corporation ("Holding"), Remington Arms Company, Inc., a Delaware corporation
and wholly owned subsidiary of Holding (the "Company"), Clayton, Dubilier &
Rice, Inc., a Delaware corporation ("CD&R") and, for purposes of Section 4
only, Bruckmann, Rosser, Sherrill & Co. L.L.C., a Delaware limited liability
company ("BRS").

                              W I T N E S S E T H:

     WHEREAS, the Company acquired its business in a transaction arranged by
CD&R, and in connection therewith CD&R provided consulting services to the
Company;

     WHEREAS, after the acquisition Holding and the Company entered into a
Consulting Agreement, dated as of December 1, 1993 (the "Original Agreement"),
pursuant to which Holdings and the Company receive financial and managerial
advisory services from CD& R;

     WHEREAS, on January 1, 2001, the parties to the Original Agreement amended
and restated the Original Agreement in its entirety and entered into the Amended
and Restated Agreement (the "Amended and Restated Agreement");

     WHEREAS, pursuant to an Investment Agreement, dated as of December 19, 2002
(the "Investment Agreement"), by and among Holding, The Clayton & Dubilier
Private Equity Fund IV Limited Partnership (the "C&D Fund") and Bruckmann,
Rosser, Sherrill & Co. II, L.P. ( "BRS Fund II"), among other things, Holding
issued to BRS Fund II 135,954 shares of Class A Common Stock, par value $0.01
per share of Holding ("Common Stock") for a cash purchase price equal to $220.31
per share (the "Share Purchase Price") for an aggregate purchase price of
$29,952,025 (the "Investment") as of the date hereof;

     WHEREAS, in connection with the closing of the transactions contemplated by
the Investment Agreement, Holding, the Company, BRS and CD&R entered into a
Consulting Agreement, dated as of the date hereof (the "BRS Consulting
Agreement"), pursuant to which, among other things, BRS will provide consulting
services to each of Holding and the Company, and each of Holding and the Company
will compensate BRS for such consulting services; and

     WHEREAS, in connection with the closing of the transactions contemplated by
the Investment Agreement and in connection with the BRS Consulting Agreement,
the parties to the Amended and Restated Agreement wish to extend the term of the
Amended and Restated Agreement and amend certain provisions of the Amended and
Restated Agreement and, in connection therewith, to amend and restate the
Amended and Restated Agreement in its entirety;



     NOW, THEREFORE, in consideration of the premises and the respective
agreements hereinafter set forth and the mutual benefits to be derived herefrom,
the parties hereto hereby agree as follows:

     1.    Engagement. Holding and the Company hereby engage CD&R as a
consultant, and CD&R hereby agrees to provide financial and managerial advisory
services to Holding and the Company, all on the terms and subject to the
conditions set forth below.

     2.    Services, etc. (a) CD&R hereby agrees during the term of this
engagement to assist, advise and consult with the respective Boards of Directors
and management of Holding and the Company and their respective subsidiaries in
such manner and on such business, management and financial matters, and provide
such other financial and managerial advisory services, as may be reasonably
requested from time to time by the Boards of Directors of Holding and the
Company (the "Continuing Services"), including but not limited to assistance in:

     (i)   establishing and maintaining banking, legal and other business
           relationships for the Company and its subsidiaries;

     (ii)  developing and implementing corporate and business strategy and
           planning for the Company and its subsidiaries, including plans and
           programs for improving operating, marketing and financial performance
           and budgeting of future corporate investments;

     (iii) arranging future debt and equity financings and refinancings; and

     (iv)  providing professional employees to serve as directors of Holding and
           the Company.

     (b)   CD&R hereby agrees during the term of this engagement to provide the
Company and Holding financial advisory, investment banking and other similar
services (the "Transaction Services") with respect to any proposal for an
acquisition, merger, recapitalization or any other similar transaction directly
or indirectly involving Holding the Company and their subsidiaries and any other
person or entity (collectively, "Add-on Transactions").

     (c)   Holding and the Company will furnish CD&R with such information as
CD&R believes appropriate to its engagement hereunder (all such information so
furnished being referred to herein as the "Information"). Holding and the
Company recognize and confirm that (i) CD&R will use and rely primarily on the
Information and on information available from generally recognized public
sources in performing the services to be performed hereunder and (ii) CD&R does
not assume responsibility for the accuracy or completeness of the Information
and such other information.

     (d)   As used in this Agreement, "affiliate" means, with respect to any
person or entity, any other person or entity directly or indirectly controlling,
controlled by

                                        2



or under common control with such first person or entity and "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management policies of a person or entity by reason of
ownership of voting securities, by contract or otherwise.

     (e)   Notwithstanding anything in the foregoing to the contrary, the
following services are specifically excluded from the definitions of "Consulting
Services" and "Transaction Services":

     (i)   Accounting services rendered to Holding, the Company or CD&R by an
           independent accounting firm or accountant (i.e., an accountant who is
           not an employee of BRS);

     (ii)  Legal services to Holding, the Company or CD&R by an independent law
           firm or attorney (i.e., an attorney who is not an employee of
           CD&R); and

     (iii) Actuarial services rendered to Holding, the Company or CD&R by an
           independent actuarial firm or actuary (i.e., an actuary who is not an
           employee of CD&R).

     3.    Compensation; Payment of Expenses. (a) The Company agrees to pay to
CD&R, as compensation for services rendered and to be rendered under this
Agreement pursuant to Section 2 hereof by CD&R hereunder, a fee of $500,000 per
year (the "Continuing Services Fee"), one quarter of which shall be payable
quarterly in advance on the first day of each of January, April, July and
October commencing on January 1, 2003. CD&R acknowledges that the Continuing
Services Fee payable by the Company to CD&R for the quarterly period commencing
January 1, 2003 has been paid by the Company in full. Such Continuing Services
Fee may be increased with the approval of a majority of the members of the
Company's Board of Directors who are not employees of Holding, the Company, CD&R
or any affiliate of CD&R (the "Disinterested Directors") but may not be
decreased without the prior written consent of CD&R. If any employee of CD&R
shall be elected to serve on the Board of Directors of Holding or the Company or
any of their affiliates (a "Designated Director"), in consideration of the
Continuing Services Fee being paid to CD&R, CD&R shall cause such Designated
Director to waive any and all fees to which such director would otherwise be
entitled as a director for any period for which the Continuing Services Fee or
any installment thereof is paid.

     (b)   If an employee of CD&R is appointed to an executive management
position (or a position of comparable responsibility), whether in addition to or
other than as a Designated Director, in the Company or Holding, then for the
period of such employee's service in such position the Continuing Services Fee
shall be increased by an amount to be determined by CD&R, such amount not to
exceed 100% of the Continuing Services Fee in effect at such time.

                                        3



     (c)   The Company agrees to pay to CD&R upon consummation of any Add-on
Transaction, as compensation for Transaction Services rendered by CD&R hereunder
with respect to such Add-on Transaction, a cash fee equal to 1.0% of the
Transaction Value of such Add-on Transaction (the "Add-on Fee"). Payment by the
Company of an Add-on Fee in excess of 1.0% of the Transaction Value of the
Add-on Transaction shall require the approval of a majority of the Disinterested
Directors, provided that an Add-on Fee shall not be payable in connection with
the sale by way of merger or otherwise of all or substantially all of the
outstanding shares of capital stock of Holding or the sale of all or
substantially all of the assets of Holding and its subsidiaries. As used herein,
the term "Transaction Value" means the total value of the Add-on Transaction,
including, without limitation, the aggregate amount of the cash funds or other
securities required to complete the Add-on Transaction (excluding any fees
payable pursuant to this Section 3(c)) including the amount of any indebtedness,
preferred stock or similar items assumed, refinanced or left outstanding. For
purposes of calculating the Add-on Fee, the value of any securities included in
the Transaction Value will be determined by the average of the last sales prices
for such securities on the five trading days ending five days prior to the
consummation of the Add-on Transaction, provided that if such securities do not
have an existing public trading market, the value of the securities shall be
their fair market value as mutually agreed between the Company and CD&R on the
day prior to consummation of the Add-on Transaction.

     (d)   The Company shall pay directly or reimburse CD&R for such reasonable
travel and other out-of-pocket expenses ("Expenses") as may be incurred by CD&R
and its employees and agents in the course or on account of rendering any
services hereunder, including but not limited to any fees and expenses of any
legal, accounting or other professional advisors to CD&R engaged in connection
with the services being provided hereunder and any expenses incurred by any
Designated Director in connection with the performance of his or her duties.
CD&R may submit monthly expense statements, which shall be payable within thirty
days.

     4.    Pro Rata Payment. Each of Holding, the Company, BRS and CD&R hereto
acknowledges that Holding and the Company entered into the BRS Consulting
Agreement with BRS as of the date hereof, and that pursuant to the terms of such
agreement, Holding and the Company shall be obligated to make payments to BRS of
the fees and expenses set forth therein. Each of Holding, the Company, BRS and
CD&R hereto agree that payments required to be made to CD&R under this Agreement
and payments required to be made to BRS under the BRS Agreement shall be made
pro rata and neither BRS nor CD&R shall receive a preference or priority with
respect to such payment unless BRS and CD&R otherwise agree in writing or unless
this Agreement or the BRS Agreement has terminated in accordance with the terms
hereof or thereof, respectively.

     5.    Term, etc. (a) This Agreement shall be in effect until, and shall
terminate upon, February 12, 2013, and thereafter, will be extended for
successive one year periods. This Agreement may be earlier terminated by either
party hereto upon 30 days' prior written notice to the other party hereto. The
provisions of this Agreement shall survive any termination of this Agreement,
except for the provisions of Section 1,

                                        4



Section 2(b), Section 2(a), the first sentence of Section 2(c) and (solely as to
any portion of any Continuing Services Fee, any Add-on Fee or any Expense not
paid or reimbursed prior to such termination and not required to be paid or
reimbursed thereafter pursuant to Section 5(c) hereof) Section 3 hereof.

     (b)   Upon any consolidation or merger, or any conveyance, transfer or
lease of all or substantially all of the assets of Holding or the Company as an
entirety, the successor corporation formed by such consolidation or into which
Holding or the Company is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, Holding or the Company under
this Agreement with the same effect as if such successor corporation has been a
party thereto. No such consolidation, merger or conveyance, transfer or lease of
all or substantially all of the assets of Holding or the Company shall have the
effect of terminating this Agreement or of releasing Holding or the Company or
any such successor corporation from its obligations hereunder.

     (c)   Upon any termination of this Agreement, any accrued and unpaid
installment of the Continuing Services Fee or portion thereof (pro rated, with
respect to the month in which such termination occurs, for the portion of such
month that precedes such termination), any accrued and unpaid Add-on Fee or
portion thereof and any unpaid and unreimbursed Expenses that shall have been
incurred prior to such termination (whether or not such Expenses shall then have
become payable), shall be immediately paid or reimbursed, as the case may be, by
the Company. In the event of the liquidation of the Company, all amounts due
CD&R hereunder shall be paid to CD&R before any liquidating distributions or
similar payments are made to stockholders of Holding or the Company.

     6.    Indemnification. (a) Holding and the Company confirm and reaffirm
their obligations pursuant to the Indemnification Agreement, dated as of
November 30, 1993, (the "Indemnification Agreement"), among Holding, the
Company, CD&R and The Clayton & Dubilier Private Equity Fund IV Limited
Partnership, as the same may be amended, waived, modified or supplemented from
time to time in accordance with the terms thereof. Without limiting the
generality of the foregoing, Holding and the Company confirm and agree that (a)
Holding and the Company shall indemnify, defend and hold harmless CD&R, the C&D
Fund (as defined in the Indemnification Agreement), C&D Associates (as defined
in the Indemnification Agreement) and each of the respective directors,
officers, principals, members, partners, employees, agents, advisors,
representatives, affiliates and controlling persons (within the meaning of the
Securities Act of 1933, as amended) of CD&R, the C&D Fund and C&D Associates
(collectively, "Indemnitees") from and against any and all claims, obligations,
liabilities (joint or several), causes of action, actions, suits, proceedings,
investigations, judgments, decrees, losses, damages, fees, costs and expenses
(including without limitation interest, penalties and fees and disbursements of
attorneys, accountants, investment bankers and other professional advisors)
(collectively, "Obligations"), whether incurred with respect to third parties or
otherwise, in any way resulting from, arising out of or in connection with,
based upon or relating to, the performance of the services contemplated hereby,
except to the extent that any such Obligation is found in a

                                        5



final judgment by a court having jurisdiction from which no further appeal may
be taken to have resulted from the gross negligence or intentional misconduct of
CD&R, (b) no Indemnitee shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to Holding, the Company or their respective
security holders or creditors with respect to any Obligation in any way
resulting from, arising out of or in connection with, based upon or relating to,
the performance of the services contemplated hereby, except to the extent that
any such Obligation is found in a final judgment by a court having jurisdiction
from which no further appeal may be taken to have resulted from the gross
negligence or intentional misconduct of CD&R, and (c) the rights of each
Indemnitee to be indemnified under any agreement, document, certificate or
instrument or applicable law are independent of and in addition to any rights of
such Indemnitee under any other agreement, document, certificate or instrument
or applicable law.

     (b)   The Company hereby agrees to advance costs and expenses, including
attorneys' fees, incurred by CD&R (acting on its own behalf or, if requested by
any such Indemnitee other than itself, on behalf of such Indemnitee) or any
Indemnitee in defending any claim relating to any Obligation in advance of the
final disposition of such claim within 30 days of receipt from CD&R of (i) a
notice setting forth the amount of such costs and expenses (a "Payment Notice")
and (ii) an undertaking by or on behalf of CD&R or such Indemnitee to repay
amounts so advanced if it shall ultimately be determined that CD&R or such
Indemnitee is not entitled to be indemnified by the Company as authorized by
this Agreement. CD&R may submit Payment Notices to the Company monthly.

     7.    Independent Contractor Status. The parties agree that CD&R shall
perform services hereunder as an independent contractor, retaining control over
and responsibility for its own operations and personnel. Neither CD&R nor any of
its employees or agents shall, solely by virtue of the Agreement or the
arrangements hereunder, be considered employees or agents of Holding or the
Company nor shall any of them have authority to contract in the name of or bind
the Company or Holding, except (a) to the extent that any professional employee
of CD&R may be serving as an officer of the Company pursuant to Section 3(b)
hereof, (b) as expressly agreed to in writing by Holding or the Company and (c)
the Company hereby acknowledges and agrees that any agreements, arrangements or
understandings entered into by CD&R on behalf of the Company prior to the date
hereof in connection with the formation of the Company and the acquisition by
the Company of its business (including, but not limited to, any confidentiality
agreements, agreements with brokers or finders and any arrangements relating to
the financing of such acquisition) shall be obligations of the Company binding
on it to the same extent as such obligations may be binding on CD&R and the
Company shall fully perform, and shall indemnify and hold harmless CD&R from and
against, all such obligations pursuant to Section 6. Any duties of CD&R arising
out of its engagement to perform services hereunder shall be owed solely to
Holding and the Company.

     8.    Notices. Any notice or other communication required or permitted to
be given or made under this Agreement by one party to the other parties shall be
in writing and shall be deemed to have been duly given and effective (i) on the
date of

                                        6



delivery if delivered personally or (ii) when sent if sent by prepaid telegram,
or mailed first-class, postage prepaid, registered or certified mail, or
facsimile transmission as follows (or to such other address as shall be given in
writing by one party to the other parties in accordance herewith):

                  If to the Company to:

                           Remington Arms Company, Inc.
                           870 Remington Drive
                           P.O. Box 700
                           Madison, North Carolina 27025-0700
                           Fax Number:  (336) 548-7779
                           Attention:  Secretary


                  If to Holding, to it care of
                  the Company at the address set
                  forth above.

                  If to CD&R to:

                           Clayton, Dubilier & Rice, Inc.
                           126 East 56th Street
                           New York, New York 10022
                           Attention:  Joseph L. Rice, III
                           Telephone:  (212) 355-0740
                           Telecopy:   (212) 752-7629


                  In any case, with a copy to:

                           Debevoise & Plimpton
                           919 Third Avenue
                           New York, New York 10022
                           Telecopy:   (212) 909-6836
                           Attention:  Paul S. Bird, Esq.

     9.    Entire Agreement. This Agreement, together with the Indemnification
Agreement (a) contain the complete and entire understanding and agreement of
CD&R, Holding and the Company with respect to the subject matter hereof, and (b)
supersede all prior and contemporaneous understandings, conditions and
agreements, oral or written, express or implied, in respect of the subject
matter hereof, including but not limited to the Original Agreement, the Amended
and Restated Agreement and in respect of the engagement of CD&R in connection
with the subject matter hereof. There are no representations or warranties of
CD&R in connection with this Agreement or the services to be provided hereunder,
except as expressly made and contained in this Agreement.

                                       7



     10.   Headings. The headings contained in this Agreement are for purposes
of convenience only and shall not affect the meaning or interpretation of this
Agreement.

     11.   Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original and all of which shall together
constitute one and the same instrument.

     12.   Binding Effect; Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties to this Agreement and their respective
successors and assigns and to each Indemnitee, provided that none of CD&R,
Holding or the Company may assign any of its rights or obligations under this
Agreement without the express written consent of the other party hereto, except
(i) pursuant to Section 5(b) and (ii) CD&R may assign its rights and obligations
hereunder to any other person or entity controlled, directly or indirectly, by
any principal of CD&R, so long as such person or entity manages the C&D Fund or
any other private equity investment fund that, at such time, owns the Common
Stock held by the C&D Fund as of the date hereof. This Agreement is not intended
to confer any right or remedy hereunder upon any person other than the parties
to this Agreement and their respective successors and permitted assigns and each
Indemnitee.

     13.   Permissible Activities. Nothing herein shall in any way preclude CD&R
or its affiliates or its respective officers, directors and partners from
engaging in any business activities or from performing services for its or their
own account or for the account of others, including, without limitation,
companies which may be in competition with the business conducted by the Company
or Holding.

     14.   No Joint Obligations of CD&R and BRS. The obligations of CD&R
hereunder relate only to itself and not to BRS and any obligations of CD&R and
BRS under their respective consulting agreements with the Company and Holding
are several and not joint.

     15.   Governing Law. This Agreement shall be deemed to be a contract made
under, and is to be governed and construed in accordance with, the laws of the
State of New York, without regard to the conflict of laws principles or rules
thereof. Holding, the Company and CD&R hereby irrevocably submit to the
jurisdiction of the courts of the State of New York and the Federal courts of
the United States of America located in the State, City and County of New York
solely in respect of the interpretation and enforcement of the provisions of
this Agreement, and hereby waive, and agree not to assert, as a defense in any
action, suit or proceeding for the interpretation or enforcement hereof, that it
is not subject thereto or that such action, suit or proceeding may not be
brought or is not maintainable in such courts or that the venue thereof may not
be appropriate or that this Agreement may not enforced in or by such courts, and
the parties hereto irrevocably agree that all claims with respect to such action
or proceeding shall be heard and determined in such a New York State or Federal
court. Holding, the Company and CD&R hereby consent to and grant any such court
jurisdiction over the person of such parties and over the subject matter of any
such dispute and agree that mailing of

                                       8



process or other papers in connection with any such action or proceeding in the
manner provided in Section 8, or in such other manner as may be permitted by
law, shall be valid and sufficient service thereof.

     16.   Waiver of Jury Trial. Each party hereto acknowledges and agrees that
any controversy that may arise under this Agreement is likely to involve
complicated and difficult issues, and therefore it hereby irrevocably and
unconditionally waives any right it may have to a trial by jury in respect of
any litigation directly or indirectly arising out of or relating to this
Agreement, or the breach, termination or validity of this Agreement, or the
transactions contemplated by this Agreement. Each party certifies and
acknowledges that (a) no representative, agent or attorney of any other party
has represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce the foregoing waiver, (b) it understands
and has considered the implications of this waiver, (c) it makes this waiver
voluntarily, and (d) it has been induced to enter into this Agreement by, among
other things, the mutual waivers and certifications contained in this Section
16.

     17.   Amendment; Waivers. No amendment, modification, supplement or
discharge of this Agreement, and no waiver hereunder, shall be valid or binding
unless set forth in writing and duly executed by the party or Indemnitee against
whom enforcement of the amendment, modification, supplement, discharge or waiver
is sought (and in the case of Holding and the Company, approved by resolution of
the Boards of Directors of Holding and the Company). Any such waiver shall
constitute a waiver only with respect to the specific matter described in such
writing and shall in no way impair the rights of the party or Indemnitee
granting such waiver in any other respect or at any other time. Neither the
waiver by any of the parties hereto or any Indemnitee of a breach of or a
default under any of the provisions of this Agreement, nor the failure by any
party hereto or any Indemnitee on one or more occasions, to enforce any of the
provisions of this Agreement or to exercise any right, powers or privilege
hereunder, shall be construed as a waiver of any other breach or default of a
similar nature, or as a waiver of any of such provisions, rights, power or
privileges hereunder. The rights and remedies herein provided are cumulative and
are not exclusive of any rights or remedies that any party or Indemnitee may
otherwise have at law or in equity or otherwise.

                                        9



     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.

                                      CLAYTON, DUBILIER & RICE, INC.

                                      By: /s/ Donald J. Gogel
                                          -------------------------------
                                          Name:  Donald J. Gogel
                                          Title: President


                                      RACI HOLDING, INC.

                                      By: /s/ Samuel G. Grecco
                                          -------------------------------
                                          Name:  Samuel G. Grecco
                                          Title: Secretary


                                      REMINGTON ARMS COMPANY, INC.

                                      By: /s/ Samuel G. Grecco
                                          -------------------------------
                                          Name:  Samuel G. Grecco
                                          Title: Secretary

                                       10



     The undersigned is executing and delivering this Agreement solely for the
purposes of agreeing to Section 4 hereof.

                                      BRUCKMANN, ROSSER, SHERRILL & CO. L.L.C.


                                      By: /s/  Stephen Sherrill
                                          -------------------------------
                                          Name:  Stephen Sherrill
                                          Title: Managing Director

                                       11

EX-10.16

                                                                   EXHIBIT 10.16

                                                                  EXECUTION COPY

                              CONSULTING AGREEMENT

     This CONSULTING AGREEMENT, dated as of February 12, 2003 (the "Agreement"),
by and among RACI Holding, Inc., a Delaware corporation ("Holding"), Remington
Arms Company, Inc., a Delaware corporation and wholly owned subsidiary of
Holding (the "Company"), Bruckmann, Rosser, Sherrill & Co. L.L.C. a Delaware
limited liability corporation ("BRS") and, for purposes of Section 4 only,
Clayton, Dubilier & Rice, Inc. ("CD&R").

                              W I T N E S S E T H:

     WHEREAS, BRS Fund II is managed by BRS, and the general partner of BRS Fund
II is BRSE, L.L.C., a Delaware limited liability company (together with any
general partner of any other investment vehicle managed by BRS, "BRSE");

     WHEREAS, pursuant to an Investment Agreement, dated as of December 19, 2002
(the "Investment Agreement"), by and among Holding, The Clayton & Dubilier
Private Equity Fund IV Limited Partnership (the "C&D Fund") and BRS Fund II,
pursuant to which, among other things, Holding issued to Bruckmann, Rosser,
Sherrill & Co. II, L.P. ("BRS Fund II") 135,954 shares of Class A Common Stock,
par value $0.01 per share of Holding ("Common Stock") for a cash purchase price
equal to $220.31 per share (the "Share Purchase Price") for an aggregate
purchase price of $29,952,025 (the "Investment"); and

     WHEREAS, it is a condition to the closing of the Investment that the
parties enter into this Agreement;

     NOW, THEREFORE, in consideration of the premises and the respective
agreements hereinafter set forth and the mutual benefits to be derived herefrom,
the parties hereto hereby agree as follows:

     1.    Engagement. Holding and the Company hereby engage BRS as a
consultant, and BRS hereby agrees to provide financial and managerial advisory
services to Holding and the Company, all on the terms and subject to the
conditions set forth below.

     2.    Services, etc. (a) BRS hereby agrees during the term of this
engagement to assist, advise and consult with the respective Boards of Directors
and management of Holding and the Company and their respective subsidiaries in
such manner and on such business, management and financial matters, and provide
such other financial and managerial advisory services, as may be reasonably
requested from time to time by the Boards of Directors of Holding and the
Company (the "Continuing Services"), including but not limited to assistance in:

     (i)   establishing and maintaining banking, legal and other business
     relationships for the Company and its subsidiaries;



     (ii)  developing and implementing corporate and business strategy and
     planning for the Company and its subsidiaries, including plans and programs
     for improving operating, marketing and financial performance and budgeting
     of future corporate investments; and

     (iii) arranging future debt and equity financings and refinancings.

     (b)   BRS hereby agrees during the term of this engagement to provide
the Company and Holding financial advisory, investment banking and other similar
services (the "Transaction Services") with respect to any proposal for an
acquisition, merger, recapitalization or any other similar transaction directly
or indirectly involving Holding the Company and their subsidiaries and any other
person or entity (collectively, "Add-on Transactions").

     (c)   Holding and the Company will furnish BRS with such information
as BRS believes appropriate to its engagement hereunder (all such information so
furnished being referred to herein as the "Information"). Holding and the
Company recognize and confirm that (i) BRS will use and rely primarily on the
Information and on information available from generally recognized public
sources in performing the services to be performed hereunder and (ii) BRS does
not assume responsibility for the accuracy or completeness of the Information
and such other information.

     (d)   As used in this Agreement, "affiliate" means, with respect to any
person or entity, any other person or entity directly or indirectly
controlling, controlled by or under common control with such first person or
entity and "control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management policies of a person or
entity by reason of ownership of voting securities, by contract or otherwise.

     (e)   Notwithstanding anything in the foregoing to the contrary, the
following services are specifically excluded from the definitions of "Consulting
Services" and "Transaction Services":

     (i)   Accounting services rendered to Holding, the Company or BRS by
     an independent accounting firm or accountant (i.e., an accountant who is
     not an employee of BRS);

     (ii)  Legal services to Holding, the Company or BRS by an independent
     law firm or attorney (i.e., an attorney who is not an employee of BRS);
     and

     (iii) Actuarial services rendered to Holding, the Company or BRS by an
     independent actuarial firm or actuary (i.e., an actuary who is not an
     employee of BRS).

     3.    Compensation; Payment of Expenses. (a) The Company agrees to pay
to BRS, as compensation for services rendered and to be rendered under this
Agreement pursuant to Section 2 hereof by BRS hereunder, a fee of $500,000 per
year (the "Continuing Services Fee") commencing upon the date of this Agreement,
one

                                        2



quarter of which shall be payable quarterly in advance on the first day of each
of January, April, July and October. Any Continuing Services Fees due for the
period commencing on the date of this Agreement through March 31, 2003 shall be
payable on the date hereof. Such Continuing Services Fee may be increased with
the approval of a majority of the members of the Company's Board of Directors
who are not employees of Holding, the Company, BRS or any affiliate of BRS (the
"Disinterested Directors") but may not be decreased without the prior written
consent of BRS.

     (b)   As used in this Agreement, "Designated Director" means an
employee of BRS elected to serve on the Board of Directors of Holding or the
Company or any of their affiliates. If an employee of BRS is appointed to an
executive management position (or a position of comparable responsibility),
whether in addition to or other than as a Designated Director, in the Company or
Holding, then for the period of such employee's service in such position the
Continuing Services Fee shall be increased by an amount to be determined by BRS,
such amount not to exceed 100% of the Continuing Services Fee in effect at such
time.

     (c)   The Company agrees to pay to BRS upon consummation of any Add-on
Transaction, as compensation for Transaction Services rendered by BRS hereunder
with respect to such Add-on Transaction, a cash fee equal to 1.0% of the
Transaction Value of such Add-on Transaction (the "Add-on Fee"). Payment by the
Company of an Add-on Fee in excess of 1.0% of the Transaction Value of the
Add-on Transaction shall require the approval of a majority of the Disinterested
Directors, provided that an Add-on Fee shall not be payable in connection with
the sale by way of merger or otherwise of all or substantially all of the
outstanding shares of capital stock of Holding or the sale of all or
substantially all of the assets of Holding and its subsidiaries. As used herein,
the term "Transaction Value" means the total value of the Add-on Transaction,
including, without limitation, the aggregate amount of the cash funds or other
securities required to complete the Add-on Transaction (excluding any fees
payable pursuant to this Section 3(c)) including the amount of any indebtedness,
preferred stock or similar items assumed, refinanced or left outstanding. For
purposes of calculating the Add-on Fee, the value of any securities included in
the Transaction Value will be determined by the average of the last sales prices
for such securities on the five trading days ending five days prior to the
consummation of the Add-on Transaction, provided that if such securities do not
have an existing public trading market, the value of the securities shall be
their fair market value as mutually agreed between the Company and BRS on the
day prior to consummation of the Add-on Transaction.

     (d)   The Company shall pay directly or reimburse BRS for such
reasonable travel and other out-of-pocket expenses ("Expenses") as may be
incurred by BRS and its employees and agents in the course or on account of
rendering any services hereunder, including but not limited to any fees and
expenses of any legal, accounting or other professional advisors to BRS engaged
in connection with the services being provided hereunder and any expenses
incurred by any Designated Director in connection with the performance of his or
her duties. BRS may submit monthly expense statements, which shall be payable
within thirty days.

                                        3



     4.    Pro Rata Payment. Each of Holding, the Company, BRS and CD&R
hereto acknowledges that Holding and the Company entered into an Amended and
Restated Consulting Agreement with CD&R, dated January 1, 2001 (the "CD&R
Agreement"), and that pursuant to the terms of such agreement, Holding and the
Company shall be obligated to make payments to CD&R of the fees and expenses set
forth therein. Each of Holding, the Company, BRS and CD&R hereto agree that
payments required to be made to BRS under this Agreement and payments required
to be made to CD&R under the CD&R Agreement shall be made pro rata and neither
BRS nor CD&R shall receive a preference or priority with respect to such payment
unless BRS and CD&R otherwise agree in writing or unless this Agreement or the
CD&R Agreement has terminated in accordance with the terms hereof or thereof,
respectively.

     5.    Term, etc. (a) This Agreement shall be in effect until, and
shall terminate upon, February 12, 2013, and thereafter, will be extended for
successive one year periods. This Agreement may be earlier terminated by either
party hereto upon 30 days' prior written notice to the other party hereto. The
provisions of this Agreement shall survive any termination of this Agreement,
except for the provisions of Section 1, Section 2(b), Section 2(a), the first
sentence of Section 2(c) and (solely as to any portion of any Continuing
Services Fee, any Add-on Fee or any Expense not paid or reimbursed prior to such
termination and not required to be paid or reimbursed thereafter pursuant to
Section 5(c) hereof) Section 3 hereof.

     (b)   Upon any consolidation or merger, or any conveyance, transfer or
lease of all or substantially all of the assets of Holding or the Company as an
entirety, the successor corporation formed by such consolidation or into which
Holding or the Company is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, Holding or the Company under
this Agreement with the same effect as if such successor corporation has been a
party thereto. No such consolidation, merger or conveyance, transfer or lease of
all or substantially all of the assets of Holding or the Company shall have the
effect of terminating this Agreement or of releasing Holding or the Company or
any such successor corporation from its obligations hereunder.

     (c)   Upon any termination of this Agreement, any accrued and unpaid
installment of the Continuing Services Fee or portion thereof (pro rated, with
respect to the month in which such termination occurs, for the portion of such
month that precedes such termination), any accrued and unpaid Add-on Fee or
portion thereof and any unpaid and unreimbursed Expenses that shall have been
incurred prior to such termination (whether or not such Expenses shall then have
become payable), shall be immediately paid or reimbursed, as the case may be, by
the Company. In the event of the liquidation of the Company, all amounts due BRS
hereunder shall be paid to BRS before any liquidating distributions or similar
payments are made to stockholders of Holding or the Company.

     6.    Indemnification. (a) Holding and the Company confirm their
obligations pursuant to the Indemnification Agreement, dated as of the date of
this Agreement (the "Indemnification Agreement"), among Holding, the Company,
BRS and

                                        4



BRS Fund II, as the same may be amended, waived, modified or supplemented from
time to time in accordance with the terms thereof. Without limiting the
generality of the foregoing, Holding and the Company confirm and agree that (a)
Holding and the Company shall indemnify, defend and hold harmless BRS, the BRS
Fund (as defined in the Indemnification Agreement), BRSE (as defined in the
Indemnification Agreement) and each of the respective directors, officers,
principals, members, partners, employees, agents, advisors, representatives,
affiliates and controlling persons (within the meaning of the Securities Act of
1933, as amended) of BRS, the BRS Fund and BRSE (collectively, "Indemnitees")
from and against any and all claims, obligations, liabilities (joint or
several), causes of action, actions, suits, proceedings, investigations,
judgments, decrees, losses, damages, fees, costs and expenses (including without
limitation interest, penalties and fees and disbursements of attorneys,
accountants, investment bankers and other professional advisors) (collectively,
"Obligations"), whether incurred with respect to third parties or otherwise, in
any way resulting from, arising out of or in connection with, based upon or
relating to, the performance of the services contemplated hereby, except to the
extent that any such Obligation is found in a final judgment by a court having
jurisdiction from which no further appeal may be taken to have resulted from the
gross negligence or intentional misconduct of BRS, (b) no Indemnitee shall have
any liability (whether direct or indirect, in contract or tort or otherwise) to
Holding, the Company or their respective security holders or creditors with
respect to any Obligation in any way resulting from, arising out of or in
connection with, based upon or relating to, the performance of the services
contemplated hereby, except to the extent that any such Obligation is found in a
final judgment by a court having jurisdiction from which no further appeal may
be taken to have resulted from the gross negligence or intentional misconduct of
BRS, and (c) the rights of each Indemnitee to be indemnified under any
agreement, document, certificate or instrument or applicable law are independent
of and in addition to any rights of such Indemnitee under any other agreement,
document, certificate or instrument or applicable law.

     (b)   The Company hereby agrees to advance costs and expenses,
including attorneys' fees, incurred by BRS (acting on its own behalf or, if
requested by any such Indemnitee other than itself, on behalf of such
Indemnitee) or any Indemnitee in defending any claim relating to any Obligation
in advance of the final disposition of such claim within 30 days of receipt from
BRS of (i) a notice setting forth the amount of such costs and expenses (a
"Payment Notice") and (ii) an undertaking by or on behalf of BRS or such
Indemnitee to repay amounts so advanced if it shall ultimately be determined
that BRS or such Indemnitee is not entitled to be indemnified by the Company as
authorized by this Agreement. BRS may submit Payment Notices to the Company
monthly.

     7.    Independent Contractor Status. The parties agree that BRS shall
perform services hereunder as an independent contractor, retaining control over
and responsibility for its own operations and personnel. Neither BRS nor any of
its employees or agents shall, solely by virtue of the Agreement or the
arrangements hereunder, be considered employees or agents of Holding or the
Company nor shall any of them have authority to contract in the name of or bind
the Company or Holding, except (a) to the extent that any professional employee
of BRS may be serving as an officer of the Company pursuant to Section 3(b)
hereof and (b) as expressly agreed to in

                                        5



writing by Holding or the Company. Any duties of BRS arising out of its
engagement to perform services hereunder shall be owed solely to Holding and the
Company.

     8.    Notices. Any notice or other communication required or permitted
to be given or made under this Agreement by one party to the other parties shall
be in writing and shall be deemed to have been duly given and effective (i) on
the date of delivery if delivered personally or (ii) when sent if sent by
prepaid telegram, or mailed first-class, postage prepaid, registered or
certified mail, or facsimile transmission as follows (or to such other address
as shall be given in writing by one party to the other parties in accordance
herewith):

                  If to the Company to:

                           Remington Arms Company, Inc.
                           870 Remington Drive
                           P.O. Box 700
                           Madison, North Carolina 27025-0700

                           Fax Number: (336) 548-7779
                           Attention:  Secretary

                  If to Holding, to it care of
                  the Company at the address set
                  forth above.

                  In either case, with a copy to:

                           Debevoise & Plimpton
                           919 Third Avenue
                           New York, New York  10022
                           Fax Number:  (212) 909-6836
                           Attention:  Paul S. Bird, Esq.

                  If to BRS to:

                           Bruckmann, Rosser, Sherrill & Co., L.L.C.
                           126 East 56th Street
                           New York, New York  10022
                           Fax Number:  (212) 521-3799
                           Attention:  Stephen C. Sherrill

                  With a copy (which shall not constitute notice to BRS) to:

                           Kirkland & Ellis
                           Citigroup Center
                           153 East 53rd Street
                           New York, New York  10022-4675
                           Fax Number:  (212) 446-4900

                                        6



                           Attention:   Kim Taylor, Esq.

     9.    Entire Agreement. This Agreement, together with the
Indemnification Agreement, (a) contain the complete and entire understanding and
agreement of BRS, Holding and the Company with respect to the subject matter
hereof, and (b) supersede all prior and contemporaneous understandings,
conditions and agreements, oral or written, express or implied, in respect of
the subject matter hereof, including but not limited to in respect of the
engagement of BRS in connection with the subject matter hereof. There are no
representations or warranties of BRS in connection with this Agreement or the
services to be provided hereunder, except as expressly made and contained in
this Agreement.

     10.   Headings. The headings contained in this Agreement are for
purposes of convenience only and shall not affect the meaning or interpretation
of this Agreement.

     11.   Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same instrument.

     12.   Binding Effect; Assignment. This Agreement shall be binding upon
and inure to the benefit of the parties to this Agreement and their respective
successors and assigns and to each Indemnitee, provided that none of BRS,
Holding or the Company may assign any of its rights or obligations under this
Agreement without the express written consent of the other party hereto, except
(i) pursuant to Section 5(b) and (ii) BRS may assign its rights and obligations
hereunder to any other person or entity controlled, directly or indirectly, by
Bruce Bruckmann, Harold O. Rosser II, Stephen C. Sherrill, Thomas Baldwin,
and/or Paul Kaminski, so long as such person or entity manages BRS Fund II or
any other private equity investment fund that, at such time, owns the Common
Stock purchased by BRS Fund II under the Investment Agreement. This Agreement is
not intended to confer any right or remedy hereunder upon any person other than
the parties to this Agreement and their respective successors and permitted
assigns and each Indemnitee.

     13.   Permissible Activities. Nothing herein shall in any way preclude
BRS or its affiliates or its respective officers, directors and partners from
engaging in any business activities or from performing services for its or their
own account or for the account of others, including, without limitation,
companies which may be in competition with the business conducted by the Company
or Holding.

     14.   No Joint Obligations of CD&R and BRS. The obligations of BRS
hereunder relate only to itself and not to CD&R and any obligations of BRS and
CD&R under their respective consulting agreements with the Company and Holding
are several and not joint.

     15.   Governing Law. This Agreement shall be deemed to be a contract made
under, and is to be governed and construed in accordance with, the laws of
the State

                                        7



of New York, without regard to the conflict of laws principles or rules thereof.
Holding, the Company and BRS hereby irrevocably submit to the jurisdiction of
the courts of the State of New York and the Federal courts of the United States
of America located in the State, City and County of New York solely in respect
of the interpretation and enforcement of the provisions of this Agreement, and
hereby waive, and agree not to assert, as a defense in any action, suit or
proceeding for the interpretation or enforcement hereof, that it is not subject
thereto or that such action, suit or proceeding may not be brought or is not
maintainable in such courts or that the venue thereof may not be appropriate or
that this Agreement may not enforced in or by such courts, and the parties
hereto irrevocably agree that all claims with respect to such action or
proceeding shall be heard and determined in such a New York State or Federal
court. Holding, the Company and BRS hereby consent to and grant any such court
jurisdiction over the person of such parties and over the subject matter of any
such dispute and agree that mailing of process or other papers in connection
with any such action or proceeding in the manner provided in Section 8, or in
such other manner as may be permitted by law, shall be valid and sufficient
service thereof.

     16.   Waiver of Jury Trial. Each party hereto acknowledges and agrees
that any controversy that may arise under this Agreement is likely to involve
complicated and difficult issues, and therefore it hereby irrevocably and
unconditionally waives any right it may have to a trial by jury in respect of
any litigation directly or indirectly arising out of or relating to this
Agreement, or the breach, termination or validity of this Agreement, or the
transactions contemplated by this Agreement. Each party certifies and
acknowledges that (a) no representative, agent or attorney of any other party
has represented, expressly or otherwise, that such other party would not, in the
event of litigation, seek to enforce the foregoing waiver, (b) it understands
and has considered the implications of this waiver, (c) it makes this waiver
voluntarily, and (d) it has been induced to enter into this Agreement by, among
other things, the mutual waivers and certifications contained in this Section
16.

     17.   Amendment; Waivers. No amendment, modification, supplement or
discharge of this Agreement, and no waiver hereunder, shall be valid or binding
unless set forth in writing and duly executed by the party or Indemnitee against
whom enforcement of the amendment, modification, supplement, discharge or waiver
is sought (and in the case of Holding and the Company, approved by resolution of
the Boards of Directors of Holding and the Company). Any such waiver shall
constitute a waiver only with respect to the specific matter described in such
writing and shall in no way impair the rights of the party or Indemnitee
granting such waiver in any other respect or at any other time. Neither the
waiver by any of the parties hereto or any Indemnitee of a breach of or a
default under any of the provisions of this Agreement, nor the failure by any
party hereto or any Indemnitee on one or more occasions, to enforce any of the
provisions of this Agreement or to exercise any right, powers or privilege
hereunder, shall be construed as a waiver of any other breach or default of a
similar nature, or as a waiver of any of such provisions, rights, power or
privileges hereunder. The rights and remedies herein provided are cumulative and
are not exclusive of any rights or remedies that any party or Indemnitee may
otherwise have at law or in equity or otherwise.

                                        8



     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.

                                      BRUCKMANN, ROSSER, SHERRILL & CO. L.L.C.


                                      By:  /s/  Stephen Sherrill
                                           -----------------------------------
                                          Name:  Stephen Sherrill
                                          Title: Managing Director


                                      RACI HOLDING, INC.


                                      By:  /s/  Mark Little
                                           -----------------------------------
                                          Name: Mark Little
                                          Title: Chief Financial Officer


                                      REMINGTON ARMS COMPANY, INC.


                                      By:  /s/  Mark Little
                                           -----------------------------------
                                          Name: Mark Little
                                          Title: Executive Vice President


                                        9



          The undersigned is executing and delivering this Agreement solely for
the purposes of agreeing to Section 4 hereof.

                                      CLAYTON, DUBILIER & RICE, INC.


                                      By:  /s/  Donald J. Gogel
                                           -----------------------------------
                                           Name:  Donald J. Gogel
                                           Title: President

                                       10

EX-10.17

                                                                   EXHIBIT 10.17

================================================================================

                          REMINGTON ARMS COMPANY, INC.
                                       and
                                RA FACTORS, INC.
                                  as Borrowers

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                CREDIT AGREEMENT

                             Dated: January 24, 2003

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

                           THE FINANCIAL INSTITUTIONS
                  PARTIES HERETO FROM TIME TO TIME, as Lenders

                                       and

  WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative and Collateral Agent,

                 FLEET CAPITAL CORPORATION, as Syndication Agent

                                       and

         NATIONAL CITY COMMERCIAL FINANCE, INC., as Documentation Agent

                       Arranger: WACHOVIA SECURITIES, INC.

================================================================================



                                TABLE OF CONTENTS


                                                                                  Page
                                                                                 ------
                                                                           
SECTION 1.  GENERAL DEFINITIONS AND MATTERS OF CONSTRUCTION.......................- 1 -
     1.1.   Defined Terms....................................................... .- 1 -
     1.2.   Accounting Terms.....................................................- 35 -
     1.3.   UCC Terms............................................................- 35 -
     1.4.   Certain Matters of Construction......................................- 35 -

SECTION 2.  CREDIT FACILITIES....................................................- 36 -
     2.1.   Revolver Facility....................................................- 36 -
     2.2.   Reserved.............................................................- 38 -
     2.3.   LC Facility..........................................................- 38 -

SECTION 3. INTEREST, FEES AND CHARGES............................................- 43 -
     3.1.   Interest.............................................................- 43 -
     3.2.   Fees.................................................................- 45 -
     3.3.   Computation of Interest and Fees.....................................- 46 -
     3.4.   Reimbursement of Expenses............................................- 46 -
     3.5.   Bank Charges.........................................................- 47 -
     3.6.   Illegality...........................................................- 47 -
     3.7.   Increased Costs......................................................- 47 -
     3.8.   Capital Adequacy.....................................................- 48 -
     3.9.   Funding Losses.......................................................- 49 -
     3.10.  Maximum Interest.....................................................- 49 -

SECTION 4. LOAN ADMINISTRATION...................................................- 50 -
     4.1.   Manner of Borrowing and Funding Revolver Loans.......................- 50 -
     4.2.   Defaulting Lender....................................................- 54 -
     4.3.   Special Provisions Governing Euro-Dollar Loans.......................- 54 -
     4.4.   Borrowers' Representative............................................- 54 -
     4.5.   All Revolver Loans to Constitute One Obligation......................- 55 -

SECTION 5. PAYMENTS..............................................................- 55 -
     5.1.   General Repayment Provisions.........................................- 55 -
     5.2.   Repayment of Revolver Loans..........................................- 55 -
     5.3.   Reserved.............................................................- 56 -
     5.4.   Prepayments..........................................................- 56 -
     5.5.   Payment of Other Obligations.........................................- 57 -
     5.6.   Marshalling; Payments Set Aside......................................- 57 -
     5.7.   Agent's Allocation of Payments and Collections.......................- 57 -
     5.8    Application of Payments and Collections..............................- 58 -
     5.9.   Revolver Loan Accounts; the Register; Account Stated.................- 59 -
     5.10.  Gross Up for Taxes; Withholding Tax Exemption........................- 59 -
     5.11.  Certain Rules Relating to the Payment of Additional Amounts..........- 61 -


                                     - ii -






                                                                           
     5.12.  Nature and Extent of Each Borrower's Liability.......................- 62 -

SECTION 6.  COMMITTED TERM AND TERMINATION OF COMMITMENTS........................- 63 -
     6.1.   Committed Term of Revolver Commitments...............................- 63 -
     6.2.   Termination..........................................................- 64 -

SECTION 7.  COLLATERAL...........................................................- 64 -
     7.1.   Collateral for Obligations...........................................- 64 -
     7.2.   Real Estate as Collateral............................................- 64 -
     7.3    Commercial Tort Claims...............................................- 65 -
     7.4.   Lien Perfection; Further Assurances..................................- 65 -

SECTION 8.  COLLATERAL ADMINISTRATION............................................- 65 -
     8.1.   General Provisions...................................................- 65 -
     8.2.   Administration of Accounts...........................................- 66 -
     8.3.   Administration of Inventory..........................................- 68 -
     8.4.   Administration of Equipment..........................................- 69 -
     8.5    Borrowing Base Certificates..........................................- 70 -
     8.6    Collateral Reporting.................................................- 70 -
     8.7.   Payment of Charges...................................................- 70 -

SECTION 9.  REPRESENTATIONS AND WARRANTIES.......................................- 70 -
     9.1.   General Representations and Warranties...............................- 70 -
     9.2.   Reaffirmation of Representations and Warranties......................- 77 -
     9.3.   Survival of Representations and Warranties...........................- 77 -

SECTION 10. COVENANTS AND CONTINUING AGREEMENTS..................................- 78 -
     10.1.  Affirmative Covenants................................................- 78 -
     10.2.  Negative Covenants...................................................- 82 -
     10.3.  Specific Financial Covenants.........................................- 90 -
     10.4   Environmental Covenants..............................................- 90 -

SECTION 11. CONDITIONS PRECEDENT.................................................- 93 -
     11.1.  Conditions Precedent to Initial Credit Extensions....................- 93 -
     11.2.  Conditions Precedent to All Revolver Loans...........................- 94 -
     11.3.  Limited Waiver of Conditions Precedent...............................- 95 -

SECTION 12. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT....................- 95 -
     12.1.  Events of Default....................................................- 95 -
     12.2.  Acceleration of Obligations; Termination of Revolver Commitments.....- 97 -
     12.3.  Other Remedies.......................................................- 98 -
     12.4.  Setoff...............................................................- 98 -
     12.5.  Remedies Cumulative; No Waiver.......................................- 99 -

SECTION 13. PROVISIONS PERTAINING TO AGENTS AND LENDERS..........................- 99 -
     13.1.  Appointment, Authority and Duties of Agent...........................- 99 -


                                     - iii -





                                                                          
     13.2.  Agreements Regarding Collateral and Examination Reports.............- 101 -
     13.3.  Reliance By Agent...................................................- 102 -
     13.4.  Action Upon Default.................................................- 102 -
     13.5.  Ratable Sharing.....................................................- 103 -
     13.6.  Indemnification of Agent Indemnitees................................- 103 -
     13.7.  Limitation on Responsibilities of Agent..............................-104 -
     13.8.  Successor Agent and Co-Agent........................................- 105 -
     13.9.  Consents, Amendments and Waivers; Out-of-Formula Loans..............- 106 -
     13.10. Due Diligence and Non-Reliance......................................- 107 -
     13.11. Representations and Warranties of Lenders...........................- 108 -
     13.12. The Required and Supermajority Lenders..............................- 108 -
     13.13. Several Obligations.................................................- 108 -
     13.14. Agent in its Individual Capacity....................................- 108 -
     13.15. No Third Party Beneficiaries........................................- 109 -
     13.16. Notice of Transfer..................................................- 109 -
     13.17. Replacement of Certain Lenders......................................- 109 -
     13.18. Remittance of Payments and Collections..............................- 110 -
     13.19  Syndication/Documentation Agent and Arranger........................- 110 -

SECTION 14. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS................- 110 -
     14.1.  Successors and Assigns..............................................- 110 -
     14.2.  Participations......................................................- 111 -
     14.3.  Assignments.........................................................- 111 -
     14.4.  Tax Treatment.......................................................- 112 -

SECTION 15. MISCELLANEOUS.......................................................- 112 -
     15.1.  Power of Attorney...................................................- 112 -
     15.2.  General Indemnity...................................................- 113 -
     15.3.  Survival of All Indemnities.........................................- 114 -
     15.4.  Modification of Agreement...........................................- 114 -
     15.5.  Severability........................................................- 114 -
     15.6.  English Language....................................................- 114 -
     15.7.  Cumulative Effect; Conflict of Terms................................- 114 -
     15.8.  Execution in Counterparts...........................................- 114 -
     15.9.  Notice..............................................................- 115 -
     15.10  Performance of Borrower's Obligations...............................- 115 -
     15.11. Agent's, Required Lenders' or Supermajority Lenders' Consent........- 115 -
     15.12. Credit Inquiries....................................................- 115 -
     15.13. Time of Essence.....................................................- 115 -
     15.14. Entire Agreement; Exhibits and Schedules............................- 116 -
     15.15. Interpretation......................................................- 116 -
     15.16. Confidentiality.....................................................- 116 -
     15.17. Obligations of Lenders Several......................................- 116 -
     15.18  Advertising and Publicity...........................................- 117 -
     15.19. Governing Law.......................................................- 117 -
     15.20. Specific Waivers....................................................- 117 -

                                     - iv -




                         LIST OF EXHIBITS AND SCHEDULES

Exhibit A-1   Form of Revolver Note
Exhibit A-2   Form of Settlement Note
Exhibit B     Form of Letter of Credit Request
Exhibit C     Form of Notice of Conversion/Continuation
Exhibit D     Form of Notice of Borrowing
Exhibit E     Form of Compliance Certificate
Exhibit F     [Reserved]
Exhibit G     Form of Assignment and Acceptance
Exhibit H     Form of Notice
Exhibit I     Form of U.S. Tax Compliance Certificate

Schedule 8.1.1       Business Locations
Schedule 9.1.1       Jurisdictions in Which Each
                     Borrower and Each Subsidiary Is Authorized to Do
                     Business
Schedule 9.1.4       Capital Structure
Schedule 9.1.5       Corporate Names
Schedule 9.1.9       Financial Statements
Schedule 9.1.12      Surety Obligations
Schedule 9.1.13      Tax Identification Numbers of
                     Borrowers and Subsidiaries
Schedule 9.1.18      Contracts Restricting
                     Borrowers' and Subsidiaries' Right to Incur Debts
Schedule 9.1.19      Litigation
Schedule 9.1.21      Capitalized and Operating Leases
Schedule 9.1.22      Pension Plans
Schedule 9.1.24      Collective Bargaining Agreements; Labor Controversies
Schedule 9.1.27      Investments
Schedule 9.1.28      Bank Accounts
Schedule 9.1.30      Environmental Matters
Schedule 10.2.5      Permitted Liens
Schedule 10.2.21     Hedging Agreements

                                      - v -



                                CREDIT AGREEMENT

     This CREDIT AGREEMENT (this "Agreement") is made on January 24, 2003, by
and among REMINGTON ARMS COMPANY, INC., a Delaware corporation with its chief
executive office and principal place of business at 870 Remington Drive,
Madison, North Carolina 27025 ("Remington"); RA FACTORS, INC., a Delaware
corporation with its chief executive office and principal place of business at
870 Remington Drive, Madison, North Carolina 27025 ("Factors"; together with
Remington, the "Borrowers" and individually a "Borrower"); the various financial
institutions listed on the signature pages hereof and their respective
successors and permitted assigns which become "Lenders" as provided herein;
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association with an
office at 191 Peachtree Street, Atlanta, Georgia 30303, in its capacity as
administrative and collateral agent for the Lenders (together with its
successors in such capacities, the "Agent"); FLEET CAPITAL CORPORATION, a Rhode
Island corporation with an office at 1633 Broadway, 29th Floor, New York, New
York 10019, in its capacity as syndication agent (the "Syndication Agent"); and
NATIONAL CITY COMMERCIAL FINANCE, INC., an Ohio corporation with an office at
400 National City-East Sixth Building, 1965 East Sixth Street, Cleveland, Ohio
44114, in its capacity as documentation agent (the "Documentation Agent").

                                R E C I T A L S:

     NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration receipt of which is acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:

SECTION 1.   GENERAL DEFINITIONS AND MATTERS OF CONSTRUCTION

     1.1. Defined Terms. The following terms when used in this Agreement,
including the preamble and recitals hereto, shall have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

          Account - shall have the meaning ascribed to the term "account" in the
     UCC and shall include any right of a Person to payment for goods sold or
     leased or for services rendered which is not evidenced by an Instrument or
     Chattel Paper, whether or not it has been earned by performance.

          Account Debtor - any Person who is or may become obligated under or on
     account of an Account, Instrument, Chattel Paper or Payment Intangible.

          Accounts Formula Amount - on any date of determination thereof, an
     amount equal to the sum of the (i) Applicable Accounts Percentage
     multiplied by the net amount of all Eligible Accounts on such date other
     than Eligible Dated Accounts; and (ii) the Applicable Accounts Percentage
     multiplied by the net amount of all Eligible Dated Accounts on such date.
     For purposes hereof, the phrase "net amount" shall mean, with respect to
     any Account on any date, the amount of such Account as shown on the invoice
     evidencing same less any and all returns, rebates, discounts (which may, at
     Agent's option, be calculated on shortest terms), credits, allowances or
     Taxes (including sales, excise or other taxes) at any time issued, owing,
     claimed by the Account Debtor, granted, outstanding or payable in
     connection with, or any interest accrued on the amount of, such Accounts at
     such date.

          Acquisition - as defined in Section 10.2.13 of this Agreement.

                                      - 1 -




          Adjusted London Interbank Offered Rate - as applicable to any Interest
     Period, a rate per annum equal to the quotient obtained (rounded upwards,
     if necessary, to the next higher 1/100th of 1%) by dividing (i) the
     applicable London Interbank Offered Rate for such Interest Period by (ii)
     1.00 minus the Euro-Dollar Reserve Percentage.

          Affiliate - a Person (other than a Subsidiary): (i) which directly or
     indirectly through one or more intermediaries controls, or is controlled
     by, or is under common control with, a Person; (ii) which beneficially owns
     or holds 10% or more of any class of the Equity Interests of a Person; or
     (iii) 10% or more of the Equity Interests of which is beneficially owned or
     held by a Person or a Subsidiary of a Person. For purposes hereof,
     "control" means the possession, directly or indirectly, of the power to
     direct or cause the direction of the management policies of a Person,
     whether through the ownership of any Equity Interest, by contract or
     otherwise.

          Agent - shall have the meaning ascribed to it in the preamble to this
     Agreement.

          Agent Indemnitees - each of Agent, Syndication Agent and Documentation
     Agent in its capacity as such under the Credit Documents and all of such
     agent's present and future officers, directors and agents.

          Agent Professionals - all professional persons at any time retained or
     employed by Agent, including all attorneys, accountants, consultants,
     appraisers, environmental engineers and auctioneers.

          Agreement - this Credit Agreement and all Exhibits and Schedules
     hereto.

          Alternate Base Rate - the greater of (i) the prime rate of interest
     announced from time to time by Wachovia, which may not be the lowest rate
     at which Wachovia makes loans or extends credit (Borrowers acknowledging
     that Wachovia makes loans and extends credit at, above and below the
     announced prime rate from time to time) or (ii) the Federal Funds Rate plus
     0.50%.

          Amortizing Equipment Formula Amount - an amount equal to 85% of the
     net orderly liquidation value of Eligible Equipment (not to exceed
     $12,725,000) as determined by Agent on the Closing Date, which shall be the
     amount set forth hereinbelow; provided that the Amortizing Equipment
     Formula Amount shall be reduced from the initial Amortizing Equipment
     Formula Amount in effect on the Closing Date as set forth below, on the
     first day of each month after the Closing Date, commencing March 1, 2003,
     on a 60-month schedule of level monthly amortization, and further provided
     that upon any sale or other disposition of any Eligible Equipment included
     in the calculation of such value the Amortizing Equipment Formula Amount
     shall be reduced by the amount of such sold or disposed of Eligible
     Equipment that was included in such calculation. The Amortizing Equipment
     Formula Amount on the Closing Date shall be deemed to be $12,725,000.

          Applicable Accounts Percentage - a percentage that is equal to 85%,
     subject to adjustment after the Closing Date in accordance with Section
     2.1.5.

          Applicable Inventory Percentage - a percentage that is equal to 75%
     with respect to Eligible Inventory consisting of Finished Goods and 25%
     with respect to Eligible Inventory consisting of Raw Materials, provided
     that the foregoing percentages shall be subject to adjustment after the
     Closing Date in accordance with Section 2.1.5.

                                      - 2 -



          Applicable Law - all laws, rules and regulations applicable to the
     Person, conduct, transaction, covenant or Credit Document in question,
     including all applicable common law and equitable principles; all
     provisions of all applicable state, federal and foreign constitutions,
     statutes, rules, regulations and orders of governmental bodies; and all
     orders, judgments and decrees of all courts and arbitrators.

          Applicable Margin - a percentage equal to 2.50% for Revolver Loans
     which are Euro-Dollar Loans and 1.25% for Revolver Loans which are Base
     Rate Loans; provided that, commencing on the first Pricing Adjustment Date
     by reference to the immediately preceding Pricing Determination Date and on
     each Pricing Adjustment Date thereafter, the Applicable Margin shall be
     increased or decreased, based upon the Average Consolidated Funded Debt to
     EBITDA Ratio as of such Pricing Determination Date, as set forth in the
     table below (but decreased only if on the relevant Pricing Determination
     Date no Default or Event of Default exists):



       Average Consolidated Funded Debt to   Applicable Margin for   Applicable Margin for
                  EBITDA Ratio                 Euro-Dollar Loans        Base Rate Loans
- ------------------------------------------------------------------------------------------
                                                                       
     Greater than 4.75 to 1.00                       3.00%                   1.50%

     Greater than or equal to 4.25 to 1.00           2.75%                   1.25%
     and less than 4.75 to 1.00

     Greater than or equal to 3.75 to 1.00           2.50%                   1.00%
     and less than 4.25 to 1.00

     Greater than or equal to 3.25 to 1.00           2.25%                   0.75%
     and less than 3.75 to 1.00

     Greater than or equal to 2.75 to 1.00           2.00%                   0.50%
     and less than 3.25 to 1.00

     Less than 2.75 to 1.00                          1.75%                   0.25%


     Except as set forth in the last sentence hereof, any such increase or
     reduction in the Applicable Margin shall be effective on the first day of
     the Fiscal Quarter following Agent's receipt of the applicable financial
     statements and corresponding Compliance Certificate (each a "Pricing
     Adjustment Date"). If the financial statements and the Compliance
     Certificate of Borrowers setting forth the Average Consolidated Funded Debt
     to EBITDA Ratio are not received by Agent by the date required pursuant to
     Section 10.1.3 of this Agreement, the Applicable Margin shall be determined
     as if the Average Consolidated Funded Debt to EBITDA Ratio exceeds 4.75 to
     1.00 until such time as such financial statements and Compliance
     Certificate are received and any Event of Default resulting from a failure
     to timely deliver such financial statements or Compliance Certificate is
     waived in writing by Agent and Lenders in their sole discretion; provided,
     however, that nothing herein shall be deemed to prevent Agent and Lenders
     from charging interest at the Default Rate for so long as an Event of
     Default exists. For the final Fiscal Quarter of any Fiscal Year of
     Borrowers, Borrowers may provide the unaudited financial statements of
     Borrowers, subject only to absence of footnotes and year-end adjustments,
     for the purpose of determining the Applicable Margin, but if, upon delivery
     of the annual audited

                                      - 3 -



     financial statements required to be submitted by Borrowers to Agent
     pursuant to Section 10.1.3(i) of this Agreement, Borrowers have not met the
     criteria for reduction of the Applicable Margin pursuant to the terms
     hereinabove for the final Fiscal Quarter of the Fiscal Year of Borrowers
     then ended, then (a) such Applicable Margin reduction shall be terminated
     and, effective on the first day of the month following receipt by Agent of
     such audited financial statements, the Applicable Margin shall be the
     Applicable Margin that would have been in effect if such reduction had not
     been implemented based upon the unaudited financial statements of Borrowers
     for the final Fiscal Quarter of the Fiscal Year of Borrowers then ended,
     and (b) Borrowers shall pay to Agent, for the benefit of the Lenders, on
     the first day of the month following receipt by Agent of such audited
     financial statements, an amount equal to the difference between the amount
     of interest that would have been paid on the principal amount of the
     Obligations using the Applicable Margin determined based upon such audited
     financial statements and the amount of interest actually paid during the
     period in which the reduction of the Applicable Margin was in effect based
     upon the unaudited financial statements for the final Fiscal Quarter of the
     Fiscal Year of Borrowers then ended.

          Appraised NOLV - on any date of determination, the sum of the
     following amounts as calculated by Agent based on the most recent Appraisal
     obtained by Agent after the Closing Date:

               (i)     an amount obtained by multiplying (a) a percentage
     obtained by dividing (1) the amount that is 85% of the Net Orderly
     Liquidation Value of Inventory consisting of Finished Goods shown in such
     Appraisal by (2) the Value of Eligible Inventory consisting of Finished
     Goods shown on the Borrowing Base Certificate for the date of such
     Appraisal, by (b) the Value of Eligible Inventory consisting of Finished
     Goods as of such date of determination;

               (ii)    an amount obtained by multiplying (a) a percentage
     obtained by dividing (1) the amount that is 85% of the Net Orderly
     Liquidation Value of Inventory consisting of Raw Materials shown in such
     Appraisal by (2) the Value of Eligible Inventory consisting of Raw
     Materials shown on the Borrowing Base Certificate for the date of such
     Appraisal, by (b) the Value of Eligible Inventory consisting of Raw
     Materials as of such date of determination;

               (iii)   an amount determined by multiplying the Net Orderly
     Liquidation Value of the Spare Parts and WIP Inventory as shown in such
     Appraisal by 85%.

          Appraisal - an appraisal of the Net Orderly Liquidation Value of the
     Inventory of Remington that is performed by an appraiser selected by Agent,
     is obtained not less frequently than annually, and is in form, scope and
     substance satisfactory to Agent.

          Approved Depository - means either (a) Agent or a Lender that is a
     bank or (b) another depository bank upon the execution and delivery by
     Agent and such other depository bank and the relevant Obligor of a Deposit
     Account Control Agreement.

          Arranger - Wachovia Securities, Inc., a Delaware corporation.

          Assignment and Acceptance - an assignment and acceptance entered into
     by a Lender and an Eligible Assignee and accepted by Agent, in the form of
     Exhibit G.

          Available Cash - on any date of determination thereof, all cash of an
     Obligor that is (i) on deposit on such date in one or more depository
     accounts of Remington and its Consolidated

                                      - 4 -



     Subsidiaries with respect to which a Deposit Account Control Agreement is
     in effect, (ii) is not subject to a Lien or right of offset in favor of any
     Person other than Agent or a Lender and (to the extent allowed in the
     Deposit Account Control Agreement) the depository bank, and (iii)
     represents available funds that may be applied to the payment of the
     Obligations without restriction.

          Availability - the amount that Borrowers are entitled to borrow from
     time to time as Revolver Loans, such amount being the difference derived
     when the sum of the principal amount of Revolver Loans then outstanding
     (including any amounts that either of Agent or Lenders may have paid for
     the account of Borrowers pursuant to any of the Credit Documents and that
     have not been reimbursed by Borrowers and any outstanding Settlement Loans)
     is subtracted from the Borrowing Base. If the amount outstanding is equal
     to or greater than the Borrowing Base, Availability is zero.

          Availability Reserve - on any date of determination thereof, an amount
     equal to the sum of the following (without duplication) (i) any amounts
     which any Obligor is obligated to pay pursuant to the provisions of any of
     the Credit Documents that Agent or any Lender elects to pay for the account
     of such Obligor in accordance with authority contained in any of the Credit
     Documents; (ii) the LC Reserve; (iii) the Inventory Reserve; (iv) the
     Hedging Agreement Reserve and all reserves established by Agent, in its
     discretion, in respect of any other Banking Relationship Debt; (v) an
     amount equal to the aggregate of all past due rent and other charges
     payable by an Obligor to a landlord, warehouseman or other Person that owns
     premises at which any Property of such Obligor is located plus, with
     respect to any premises for which Agent has not received a Lien Waiver
     acceptable to Agent, a sum equal to 3 months of the maximum amount of rent,
     taxes, and other charges that are payable by any Obligor to the landlord,
     warehouseman or other Person with respect to such premises; (vi) at any
     time the Required Lenders permit Borrowers to retain any Net Disposition
     Proceeds (and until the Required Lenders require that such Net Disposition
     Proceeds be used to repay the Obligations as required by Sections 5.4 and
     8.1.2), the amount of such Net Disposition Proceeds retained by Borrowers;
     and (vii) such additional reserves as Agent, in its sole and absolute
     discretion, may elect to impose from time to time as a result of changes
     that Agent becomes aware of that have resulted or could reasonably be
     expected to result in a diminution in the quantity, quality or value of any
     Collateral or a dilution with respect to any of the Accounts.

          Average Available Cash - as of any date, the amount obtained by
     dividing (i) the aggregate of Available Cash as of the last Business Day in
     each calendar month for the 12-month period immediately preceding such
     date, by (ii) 12.

          Average Consolidated Funded Debt - as of any date, the amount obtained
     by dividing (i) the aggregate of the unpaid balance of Consolidated Funded
     Debt outstanding as of the last Business Day in each calendar month for the
     12-month period immediately preceding such date, by (ii) 12; provided,
     that, for the purposes of calculating the Consolidated Funded Debt for the
     first 12-month period after the Closing Date, the amount of any Debt
     outstanding under the Existing Subordinated Notes during such period
     immediately preceding such date shall not be included and the amount of the
     Debt outstanding under the New Senior Notes upon issuance shall be included
     as if all of the New Senior Notes had been issued and outstanding
     throughout such preceding 12-month period.

          Average Consolidated Net Funded Debt to EBITDA Ratio - for any Fiscal
     Quarter, the ratio of Average Consolidated Net Funded Debt to Consolidated
     EBITDA for the period of 4 consecutive Fiscal Quarters ending on the last
     day of such Fiscal Quarter.

                                      - 5 -



          Average Consolidated Net Funded Debt - as of any date, the amount
     obtained by subtracting the Average Available Cash from the Average
     Consolidated Funded Debt.

          Average Revolver Facility Balance - for any period, the amount
     obtained by adding (i) the aggregate of the unpaid balance of Revolver
     Loans (excluding Settlement Loans) outstanding at the end of each day for
     the period in question to (ii) the aggregate of the unpaid balance of LC
     Obligations outstanding at the end of each day for the period in question,
     and by dividing such sum by the number of days in such period.

          Banking Relationship Debt - Debt or other obligations of a Borrower to
     any Lender that is a bank or any Affiliate of a Lender that is a bank and
     that arises out of or relates to (i) demand deposit and operating account
     relationships between Borrower and such Lender or Affiliate or any cash
     management services provided to such Borrower, (ii) Hedging Agreements with
     such Lender or Affiliate, and (iii) other products provided by such Lender
     or Affiliate to such Borrower, including merchant card services and ACH
     transfer services.

          Bankruptcy Code - title 11 of the United States Code.

          Base Rate Loan - a Revolver Loan, or portion thereof, during any
     period in which it bears interest at a rate based upon the Alternate Base
     Rate.

          Board of Governors - the Board of Governors of the Federal Reserve
     System.

          Borrower and Borrowers - shall have the meanings ascribed to such
     terms in the preamble to this Agreement.

          Borrower Security Agreement - the Security Agreement to be executed by
     Borrowers on the Closing Date in favor of Agent and by which each Borrower
     shall grant to Agent, for the benefit of Lender Group, a Lien upon such
     Borrower's personal property assets, whenever acquired and wherever
     located, as security for the payment of the Obligations.

          Borrower Stock Pledge Agreement - the Pledge Agreement to be executed
     by Remington on the Closing Date in favor of Agent and by which Remington
     shall grant to Agent, for the benefit of the Lender Group, a Lien upon all
     Equity Interests held by Remington in each Subsidiary as security for the
     Obligations.

          Borrowing - a borrowing consisting of Revolver Loans of one Type made
     on the same day by Lenders (or by Wachovia in the case of a Borrowing
     funded by Settlement Loans) or a conversion of a Revolver Loan or Revolver
     Loans of one Type from Lenders on the same day.

          Borrowing Base - on any date of determination thereof, an amount equal
     to the lesser of: (a) the aggregate amount of the Revolver Commitments on
     such date minus the aggregate amount of LC Obligations outstanding on such
     date, or (b) an amount equal to the Formula Amount on such date.

          Borrowing Base Certificate - a certificate, in the form requested by
     Agent, by which Borrowers shall certify to Agent and Lenders, with such
     frequency as Agent may request, the amount of the Borrowing Base as of the
     date of the certificate and the calculation of such amount.

                                      - 6 -



          Brands - RA Brands, L.L.C., a Delaware limited liability company.

          Brands Stock Pledge Agreement - the Pledge Agreement to be executed by
     Brands on the Closing Date in favor of the Agent and by which Remington
     shall grant to Agent, for the benefit of the Lender Group, a Lien upon all
     of the Equity Interests owned by Brands in Remington Licensing Corporation.

          BRS - Bruckmann, Rosser, Sherrill & Co., L.L.C.

          BRS Fund II - Bruckmann  Rosser  Sherrill & Co. II,  L.P.,  a Delaware
     limited partnership.

          Business Interruption Insurance Assignment - the Collateral Assignment
     of Business Interruption Insurance to be executed by each Borrower on the
     Closing Date in favor of Agent, for the benefit of the Lender Group, as
     security for the payment of the Obligations.

          C&D Fund IV - The Clayton & Dubilier Private Equity Fund IV Limited
     Partnership, a Connecticut limited partnership.

          CD&R - Clayton Dubilier & Rice, Inc., a Delaware corporation.

          Capital Expenditures - with respect to any Person, expenditures
     (whether paid in cash, capitalized as an asset or accrued as a liability)
     by such Person that, in accordance with GAAP, are or should be included in
     "capital expenditures" or similar items reflected in the Consolidated
     statement of cash flows of such Person, including all Capitalized Lease
     Obligations.

          Capitalized Lease Obligation - any Debt represented by obligations
     under a lease that is required to be capitalized for financial reporting
     purposes in accordance with GAAP and the amount of such obligation shall be
     the capitalized amount thereof determined in accordance with GAAP.

          Cash Collateral - cash or Cash Equivalents, and any interest earned
     thereon, that is deposited with Agent in accordance with this Agreement as
     security for any of the Obligations.

          Cash Collateral Account - a demand deposit, money market or other
     account established by Agent at such financial institution as Agent may
     select in its discretion, which account shall be in Agent's name and
     subject to Agent's Liens.

          Cash Equivalents - (i) marketable direct obligations issued or
     unconditionally guaranteed by the government of the United States and
     backed by the full faith and credit of the government of the United States
     maturities of not more than 12 months from the date of acquisition; (ii)
     domestic certificates of deposit and time deposits having maturities of not
     more than 12 months from the date of acquisition, bankers' acceptances
     having maturities of not more than 12 months from the date of acquisition
     and overnight bank deposits, in each case issued by any commercial bank
     organized under the laws of Canada or of the United States, any state
     thereof or the District of Columbia, which at the time of acquisition are
     rated A-1 (or better) by S&P or P-1 (or better) by Moody's, and (unless
     issued by a Lender) not subject to offset rights in favor of such bank
     arising from any banking relationship with such bank; (iii) repurchase
     obligations with a term of not more than 30 days for underlying securities
     of the types described in clauses (i) and (ii) entered into with any
     financial institution meeting the qualifications specified in clause (ii)
     above; and (iv) commercial paper having at the time

                                      - 7 -



     of investment therein or a contractual commitment to invest therein a
     rating of A-1 (or better) by S&P or P-1 (or better) by Moody's, and having
     a maturity within 9 months after the date of acquisition thereof.

          Cash Management Event - shall have the meaning ascribed to it in
     Section 8.2.5(ii).

          Cash Management Reinstatement Event - shall have the meaning ascribed
     to it in Section 8.2.5(ii).

          CERCLA - the Comprehensive Environmental Response, Compensation and
     Liability Act, 42 U.S.C. Section 9601 et seq. and its implementing
     regulations.

          Change of Control - the occurrence of any of the following events: (i)
     C&D Fund IV, CD&R, and BRS Fund II and any of their respective Affiliates
     (other than Affiliates that are portfolio companies) shall cease to own
     directly, of record and beneficially, in the aggregate, shares of Voting
     Stock having more than 50% of the total voting power of all outstanding
     shares of Voting Stock of Holding; (ii) a "change of control" under and as
     defined in the New Senior Notes Indenture shall occur; and (iii) Holding
     shall cease to own and control directly, of record and beneficially, 100%
     of each class of outstanding capital stock of Borrower free and clear of
     all Liens (except Liens created or permitted by the Holding Stock Pledge
     Agreement).

          Chattel Paper - shall have the meaning ascribed to the term "chattel
     paper" in the UCC.

          Closing Date - the date on which all of the conditions precedent in
     Section 11 of this Agreement are satisfied.

          Collateral - all of the Property and interests in Property described
     in Section 7 of this Agreement or in any of the Security Documents and any
     and all other Property and interests in Property of a Borrower that now or
     hereafter secure the payment or performance of any of the Obligations,
     including all Real Estate.

          Collateral Reserve Account - a Deposit Account established by an
     Obligor with Agent and over which Agent shall have sole and exclusive
     access and control for withdrawal purposes.

          Commitment Termination Date - the date that is the soonest to occur of
     (i) the last day of the Committed Term, (ii) the date on which an order for
     relief under the Bankruptcy Code or any other insolvency law is entered (or
     deemed entered) upon any petition for such relief that is filed by or
     against any Obligor, (iii) the date on which Agent terminates the Revolver
     Commitments pursuant to Section 6.2.1 of this Agreement as a consequence of
     the occurrence of any Event of Default, or (iv) the date on which Borrower
     terminates the Revolver Commitments pursuant to Section 6.2.2 of this
     Agreement.

          Committed Term - a term commencing on the Closing Date and ending at
     5:00 p.m. on January 23, 2008.

          Compliance Certificate - a Compliance Certificate to be provided by
     Borrowers to Agent in accordance with, and in the form annexed as Exhibit E
     to, this Agreement.

                                      - 8 -



          Consolidated - the consolidation in accordance with GAAP of the
     accounts or other items of Borrowers and their Consolidated Subsidiaries as
     to which such term applies.

          Consolidated Adjusted EBITDA - for any period, the sum of the
     following during such period, calculated on a Consolidated basis: (i)
     Consolidated EBITDA, less (ii) Capital Expenditures paid, less (iii)
     Restricted Payments (other than the Special Distribution) paid, to the
     extent permitted by Section 10.2.7, less (iv) cash provisions for taxes
     based on income, provided that the amount of such cash provisions for taxes
     based on income may not be less than zero.

          Consolidated EBITDA - of any Person, for any period, the Consolidated
     Net Income of such Person for such period adjusted (i) to exclude the
     following items of income or expense to the extent that such items are
     included in the calculation of such Consolidated Net Income: (a)
     Consolidated Interest Expense, (b) any non-cash expenses and charges, (c)
     total income tax expense, (d) depreciation expense, (e) the expense
     associated with amortization of intangible and other assets, (f) non-cash
     provisions for reserves for discontinued operations, (g) any extraordinary,
     unusual or non-recurring gains or losses or charges or credits, (h) any
     gain or loss associated with the sale or write-down of assets, (i) any gain
     or loss accounted for by the equity method of accounting (except in the
     case of income to the extent of the amount of cash dividends or cash
     distributions paid to a Borrower or any Subsidiary by the entity accounted
     for by the equity method of accounting) and (j) amounts paid as permitted
     dividends that are treated as compensation expense, and (ii) to include the
     amount of any cash expenditures for charges previously added back to the
     calculation of Consolidated Net Income in prior periods.

          Consolidated Fixed Charge Coverage Ratio - for any period, the ratio
     of Consolidated Adjusted EBITDA to Consolidated Fixed Charges.

          Consolidated Fixed Charges - for any period, the sum of the following
     during such period, calculated on a Consolidated basis and without
     duplication: (i) Consolidated Interest Expense, plus (ii) scheduled
     principal payments of any long-term Debt coming due in the next period of
     equal length, plus (iii) payments made with respect to Capitalized Lease
     Obligations, plus (iv) the portion of the Amortizing Equipment Formula
     Amount amortized.

          Consolidated Funded Debt - with respect to any Obligor, at the date of
     determination thereof, all Debt for Money Borrowed, determined on a
     Consolidated basis in accordance with GAAP, which by its terms matures more
     than one year after such date, and any such Debt maturing within one year
     from such date which is renewable or extendible at the option of the
     obligor to a date more than one year from such date.

          Consolidated Interest Expense - of any Person, for any period, (i)
     consolidated cash interest expense of such Person for such period
     determined in accordance with GAAP minus (ii) consolidated cash interest
     income of such Person for such period determined in accordance with GAAP;
     provided, that, for the purposes of calculating the Consolidated Interest
     Expense for any period during the first 12 months after the Closing Date,
     the interest in respect of the Existing Subordinated Notes during the
     12-month period immediately preceding such date shall not be included and
     the amount of interest in respect of the New Senior Notes upon issuance
     shall be included as if all of the New Senior Notes had been issued and
     outstanding throughout such preceding 12-month period.

                                      - 9 -



          Consolidated Net Income - of any Person, for any period, net income of
     such Person for such period, determined on a consolidated basis in
     accordance with GAAP.

          Consolidated Subsidiaries - the Subsidiaries of a Borrower whose
     accounts are, at the time in question, consolidated in accordance with GAAP
     with those of Borrower.

          Contamination - the seeping, spilling, leaking, pumping, pouring,
     emitting, using, emptying, discharging, injecting, escaping, leaching,
     dumping, disposing, releasing or the presence of Regulated Substances at,
     under or upon any of the Real Estate or into the environment, or arising
     from any of the Real Estate or migrating to or from any of the Real Estate,
     which requires notification, treatment, response or removal action or
     remediation under any applicable Environmental Law.

          Contribution Agreement - the Contribution Agreement to be dated on or
     about the date hereof and to be executed by each Subsidiary Guarantor,
     Borrowers and Agent.

          Corrective Work - shall have the meaning ascribed to it in Section
     10.4.10.

          Credit Documents - this Agreement, the Other Agreements and the
     Security Documents.

          Current Assets - at any date, the amount at which all of the current
     assets of a Person would be properly classified as current assets shown on
     a balance sheet at such date in accordance with GAAP, except that amounts
     due from Affiliates and investments in Affiliates shall be excluded
     therefrom.

          CWA - the Clean Water Act (33 U.S.C. Sections 1251 et seq.).

          Debt - as applied to a Person means, without duplication: (i) all
     Indebtedness and all other items that, in accordance with GAAP, would be
     included in determining total liabilities as shown on the liability side of
     a balance sheet of such Person as of the date as of which Debt is to be
     determined, including Capitalized Lease Obligations; (ii) all obligations
     of other Persons which such Person has guaranteed; (iii) all reimbursement
     obligations in connection with letters of credit, letter of credit
     guaranties, or banker acceptances issued for the account of such Person;
     (iv) in the case of Borrowers (without duplication), the Obligations; and
     (v) all preferred stock issued by such Person and required by the terms
     thereof to be redeemed, or for which mandatory sinking fund payments by a
     fixed date are due.

          Default - an event or condition the occurrence of which would, with
     the lapse of time or the giving of notice, or both, become an Event of
     Default.

          Default Rate - on any date, a rate per annum that is equal to (i) in
     the case of each Revolver Loan outstanding on such date, 2% in excess of
     the rate otherwise applicable to such Revolver Loan on such date, and (ii)
     in the case of any other Obligations outstanding on such date, 3.25% in
     excess of the Alternate Base Rate in effect on such date.

          Deposit Account - a "deposit account" as defined in the UCC or the
     Uniform Commercial Code of any applicable jurisdiction and, in any event,
     includes any demand, time, savings, passbook, money market or other
     depository account, or a certificate of deposit, maintained by a Borrower
     with any bank, savings and loan association, credit union or other
     depository institution.

                                     - 10 -



          Deposit Account Control Agreement - a Deposit Account Control
     Agreement in form and substance acceptable to Agent that is executed and
     delivered with a depository bank at which a Borrower or other Obligor
     maintains a Deposit Account and by which Agent obtains control over such
     Deposit Account.

          Distribution - in respect of any entity, (i) any payment of any
     dividends or other distributions on Equity Interests of the entity (except
     distributions in such Equity Interests) or on account of any warrants to
     purchase or acquire any Equity Interests, (ii) any purchase, redemption,
     defeasance or other acquisition or retirement for value of any Equity
     Interests of the entity or any Affiliate of the entity unless made
     contemporaneously from the net proceeds of the sale of Equity Interests, or
     (iii) any setting apart of any assets of such entity or other analogous
     fund for any purchase, redemption, defeasance or other acquisition or
     retirement for value of any Equity Interests of such entity.

          Document - shall have the meaning ascribed to the term "document" in
     the UCC.

          Documentation Agent - shall have the meaning ascribed to it in the
     preamble to this Agreement.

          Domestic Business Day - any day excluding Saturday, Sunday and any day
     which is a legal holiday under the laws of the State of New York or is a
     day on which banking institutions located in such state are closed.

          Domestic Subsidiary - as to either Borrower, a subsidiary of such
     Borrower organized under the laws of the United States of America, any
     state thereof or the District of Columbia.

          Eligible Account - an Account which arises in the Ordinary Course of
     Business from the sale of Inventory by Remington, is payable in U.S.
     Dollars, is owned by a Borrower free and clear of all Liens except for
     Permitted Liens, is subject at all times to Agent's duly perfected, first
     priority Lien, and is deemed by Agent, in the exercise of its credit
     judgment, to be an Eligible Account. Without limiting the generality of the
     foregoing, no Account of a Borrower shall be an Eligible Account if:

               (i)     it arises out of a sale made to a Subsidiary or an
          Affiliate of such Borrower or to a Person controlled by an Affiliate
          of such Borrower;

               (ii)    it is unpaid for more than 60 days after the original due
          date shown on the invoice or is either due or unpaid more than 90 days
          after the original invoice date;

               (iii)   50% or more of the Accounts from the Account Debtor are
          not deemed Eligible Accounts hereunder;

               (iv)    the total unpaid Accounts of the Account Debtor (other
          than Wal-Mart) exceed 30% of the aggregate amount of all Eligible
          Accounts or exceed a credit limit established by Agent for such
          Account Debtor, in each case, to the extent of such excess, or, in the
          case of Wal-Mart, the total amount of unpaid Accounts owing by
          Wal-Mart exceed 50% of the aggregate amount of all Eligible Accounts,
          to the extent of such excess;

               (v)     any covenant, representation or warranty contained in
          this Agreement with respect to such Account has been breached;

                                     - 11 -



               (vi)    the Account Debtor is also such Borrower's creditor or
          supplier, or the Account Debtor has disputed liability with respect to
          such Account or has made any claim with respect to any other Account
          due from such Account Debtor to such Borrower, or the Account
          otherwise is or may become subject to any right of setoff,
          counterclaim, recoupment, reserve or chargeback (including advertising
          allowances and earned volume rebates), provided that the Accounts of
          such Account Debtor shall be ineligible only to the extent of such
          offset, counterclaim, disputed amount, reserve or chargeback
          (including advertising allowances and earned volume rebates) as
          calculated by the Agent;

               (vii)   an Insolvency Proceeding has been commenced by or against
          the Account Debtor or the Account Debtor has suspended business or
          ceased to be Solvent;

               (viii)  it arises from a sale to an Account Debtor with its
          principal office, assets or place of business outside the United
          States, Canada (other than the Province of Quebec) or Puerto Rico,
          unless the sale is backed by an irrevocable letter of credit that is
          issued or confirmed by a bank acceptable to Agent that is in form and
          substance acceptable to Agent and payable in the full amount of the
          Account in freely convertible U.S. Dollars at a place of payment
          within the United States, and, if requested by Agent, such letter of
          credit, or amounts payable thereunder, is collaterally assigned to
          Agent;

               (ix)    it arises from a sale to the Account Debtor on a
          bill-and-hold, guaranteed sale, sale-or-return, sale-on-approval,
          consignment or any other repurchase or return basis;

               (x)     the Account Debtor is the United States of America or any
          department, agency or instrumentality thereof, unless such Borrower is
          not prohibited from assigning and does assign its right to payment of
          such Account to Agent, in a manner satisfactory to Agent, so as to
          comply with the Assignment of Claims Act of 1940 (31 U.S.C.
          Section 3727 and 41 U.S.C. Section 15), or is a Governmental Authority
          and Applicable Law disallows or restricts an assignment of Accounts on
          which it is the Account Debtor;

               (xi)    the Account Debtor is located in any state imposing
          conditions on the right of a creditor to collect accounts receivable
          unless such Borrower has either qualified to transact business in such
          state as a foreign entity or filed a Notice of Business Activities
          Report or other required report with the appropriate officials in such
          state for the then current year;

               (xii)   the Account Debtor is located in a state or other
          jurisdiction in which such Borrower is deemed to be doing business
          under the laws of such state or other jurisdiction and which denies
          creditors access to its courts in the absence of qualification to
          transact business in such state or of the filing of any reports with
          such state, unless such Borrower has qualified as a foreign entity
          authorized to transact business in such state or has filed all
          required reports;

               (xiii)  the Account is subject to a Lien other than a Permitted
          Lien;

               (xiv)   the goods giving rise to such Account have not been
          delivered to and accepted by the Account Debtor or the Account
          otherwise does not represent a final sale;

                                     - 12 -



               (xi)    the Account is evidenced by Chattel Paper or an
          Instrument of any kind, or has been reduced to judgment;

               (xvi)   such Borrower has made any agreement with the Account
          Debtor for any deduction therefrom, except for discounts or allowances
          which are made in the Ordinary Course of Business of a Borrower for
          prompt payment and which discounts or allowances are reflected in the
          calculation of the face value of each invoice related to such Account;

               (xvii)  such Borrower has made an agreement with the Account
          Debtor to extend the time of payment thereof unless otherwise approved
          by Agent in writing;

               (xviii) the Account Debtor's payment history, credit rating or
          creditworthiness is not deemed to be acceptable to Agent, in the
          exercise of its credit judgment;

               (xix)   the Account Debtor has made a partial payment with
          respect to such Account;

               (xx)    it represents, in whole or in part, a billing for
          interest, fees or late charges, provided that such Account shall be
          ineligible only to the extent of the amount of such billing;

               (xxi)   it arises from the sale of any Inventory that is not
          Eligible Inventory pursuant to clause (ii) of the definition of
          "Eligible Inventory"; or

               (xxii)  it arises from a retail sale of Inventory to a Person who
          is purchasing the same primarily for personal, family or household
          purposes.

          Eligible Assignee - (i) a Person that is a Lender or a U.S. based
     Affiliate of a Lender; (ii) a commercial bank, finance company, insurance
     company or other financial institution, in each case that is organized
     under the laws of the United States or any state, has total assets in
     excess of $5 billion, extends credit of the type contemplated herein in the
     Ordinary Course of Business and whose becoming an assignee would not
     constitute a prohibited transaction under Section 4975 of ERISA or any
     other Applicable Law and is reasonably acceptable to Agent and, unless a
     Default or an Event of Default exists, is reasonably acceptable to
     Borrowers (such approval by Borrowers, when required, not to be
     unreasonably withheld or delayed and to be deemed given by Borrowers if no
     objection is received by the assigning Lender and Agent from such Borrower
     within the earlier to occur of (a) 3 Business Days after notice of such
     proposed assignment has been provided by the assigning Lender as set forth
     in Section 14.3 of this Agreement and acknowledged by a Senior Officer of a
     Borrower or (b) 7 Business Days after such notice has been sent to a
     Borrower); and (iii) at any time that an Event of Default exists, any
     Person acceptable to Agent in its sole discretion, but such Person may not
     be a direct competitor of Remington unless at the time of assignment there
     is in process a liquidation of all or substantially all of the assets of a
     Borrower, whether conducted by a Borrower, Agent, a trustee for a Borrower
     or a representative of creditors of a Borrower.

          Eligible Dated Account - an Account that Agent would otherwise deem to
     be an Eligible Account except for the fact of its noncompliance with clause
     (ii) of the definition of "Eligible Account," but only if:

                                     - 13 -



               (i)     the original due date of such Account is no more than 60
          days after the original invoice date and such Account is less than 60
          days past due;

               (ii)    the original due date of such Account is within 61 days
          to 91 days after the original invoice date and such Account is less
          than 30 days past due;

               (iii)   the original due date of such Account is within 92 days
          to 180 days after the original invoice date and such Account is not
          past due; or

               (iv)    the original due date of such Account is within 181 days
          to 270 days after the original invoice date and such Account is not
          past due, provided that such Account shall only be eligible (A) during
          the period commencing on January 1 and ending on September 30 in each
          year to the extent that the aggregate amount of all Eligible Dated
          Accounts described in this clause (iv) is $25,000,000 or less, and (B)
          during the period commencing on October 1 and ending on December 31 in
          each year to the extent that the aggregate amount of all Eligible
          Dated Accounts described in this clause (iv) is $12,000,000 or less.

          Eligible Equipment - new or used manufacturing or distribution
     Equipment that is owned by and in the possession of Remington, but only to
     the extent that such manufacturing or distribution Equipment (i) is used by
     Remington in the Ordinary Course of Business; (ii) is subject to Agent's
     duly perfected, first priority security interest and no other Lien that is
     not a Permitted Lien; (iii) is not subject to a lease; (iv) if such
     Equipment is located on premises that are not owned by Remington or such
     Equipment constitutes a fixture under Applicable Law, each landlord and
     mortgagee in respect of premises on which such Equipment is located or to
     which such fixture is attached has executed in favor of Agent a Lien Waiver
     in form and content satisfactory to Agent; (v) does not constitute an
     accession to other Equipment that is subject to any Lien (whether or not a
     Permitted Lien) in favor of Person other than Agent unless the holder of
     such Lien agrees in writing to disclaim any interest in the Equipment that
     is intended to be Eligible Equipment and authorizes the removal or
     detachment of such Equipment from the other Equipment that is the subject
     of such Person's Lien; and (vi) is in good operating order and condition
     and is readily saleable in its then condition.

          Eligible Inventory - Inventory (other than labels and supplies) which
     is owned by Remington and which Agent, in the exercise of its credit
     judgment, deems to be Eligible Inventory. Without limiting the generality
     of the foregoing, no Inventory shall be Eligible Inventory unless:

               (i)     it is Raw Materials or Finished Goods;

               (ii)    it is not held by Remington on consignment from or
          subject to any guaranteed sale, sale-or-return, sale-on-approval or
          repurchase agreement with any supplier, and it is not the subject of a
          negotiable warehouse receipt or other negotiable Document;

               (iii)   it is in a condition that is suitable for sale without
          discount in the Ordinary Course of Business of Remington;

               (iv)    it is not Slow-Moving Goods, obsolete or unmerchantable
          and is not goods returned to Remington by or repossessed from an
          Account Debtor;

               (v)     it meets all standards imposed by any Governmental
          Authority;

                                     - 14 -



               (vi)    it conforms in all respects to the warranties and
          representations set forth in this Agreement;

               (vii)   it is at all times subject to Agent's duly perfected,
          first priority Lien and no other Lien except a Permitted Lien;

               (viii)  it is in Remington's possession and control is situated
          at a location in compliance with this Agreement and is not in transit
          or outside the continental United States (other than Inventory in
          transit outside of the continental United States to the extent that
          Agent shall have determined that such Inventory is fully insured
          against loss with a loss payable endorsement in favor of Agent and as
          to which Inventory Agent shall have received original documents of
          title sufficient, in Agent's determination, to perfect a first
          priority Lien in such Inventory) and is not consigned to any Person;

               (ix)    if such Inventory is located at premises that are not
          owned by Remington, Remington has procured from the owner or operator
          of such premises and delivered to Agent a Lien Waiver; and

               (x)     it is not subject to any License Agreement or other
          agreement that limits, conditions or restricts Remington's or Agent's
          right to sell or otherwise dispose of such Inventory unless the
          Licensor has entered into a Licensor/Lender Agreement with Agent.

          Environmental Damages - all claims, judgments, damages, losses,
     penalties, fines, liabilities (including strict liability), encumbrances,
     Liens, costs and expenses of investigation and defense of any claim,
     whether or not such claim is ultimately defeated, and of any good faith
     settlement, of whatever kind or nature, contingent or otherwise, matured or
     unmatured, foreseeable or unforeseeable, including reasonable attorneys'
     fees and disbursements and consultants' fees, any of which are incurred at
     any time arising from releases of Regulated Substances, Contamination or
     violation of any Environmental Laws and including:

               (i)     damages for personal injury, or injury to property or
          natural resources, occurring upon or off of any of the Real Estate,
          including lost profits, consequential damages, punitive damages, the
          cost of demolition and rebuilding of any improvements on real
          Property, interest and penalties;

               (ii)    fees and expenses incurred for the services of attorneys,
          consultants, contractors, experts, laboratories and all other costs
          and expenses incurred in connection with investigation, remediation or
          post-remediation monitoring, operation and maintenance, of any
          Regulated Substances or Contamination or violation of any
          Environmental Laws, including the preparation of any feasibility
          studies or reports or the performance of any cleanup, remediation,
          removal, response, abatement, contaminant, closure, restoration,
          treatment, investigation work or monitoring work required by any
          Environmental Laws or otherwise expended in connection with such
          conditions, including any and all Corrective Work, and further
          including any attorneys' fees, costs and expenses incurred in
          enforcing this Agreement or collecting any sums due hereunder;

                                     - 15 -



               (iii)   any additional costs required to take necessary
          precautions to protect against a release of Regulated Substances or
          Contamination on, in, under or affecting the Real Estate into the air,
          any body of water, any other public domain or any surrounding or
          adjoining areas;

               (iv)    any costs incurred to comply, in connection with all or
          any portion of the any of the Real Estate or any area surrounding or
          adjoining the Real Estate, with all Environmental Laws;

               (v)     liability to any third persons or Governmental
          Authorities for costs expended in connection with the items referenced
          in clause (ii) above; and

               (vi)    diminution in the value of any of the Real Estate, and
          damages for the loss of business and restriction on the use or adverse
          impact on the marketing of rentable or usable space or of any amenity
          of any of the Real Estate.

          Environmental Laws - all federal, state, local and foreign laws,
     rules, regulations, codes, ordinances, orders and consent decrees (together
     with all programs, permits and guidance documents promulgated by regulatory
     agencies, to the extent having the force of law), now or hereafter in
     effect, that relate to public health (but excluding occupational safety and
     health, to the extent regulated by OSHA) or the protection or pollution of
     the environment, whether new or hereafter in effect, including CERCLA, RCRA
     and CWA.

          Environmental Lien - a Lien imposed by and in favor of any
     Governmental Authority for any (i) liabilities arising under any
     Environmental Laws or (ii) Environmental Damages arising from, or costs
     incurred by such Governmental Authority in response to, a Contamination or
     threatened Contamination.

          Environmental Notice - a notice (whether written or oral) from any
     Governmental Authority or any other Person of a possible or alleged
     noncompliance with or liability under any Environmental Laws, including any
     complaints, citations, demands or request from any Governmental Authority
     or any other Person for correction or remediation of any asserted violation
     of any Environmental Laws or any investigations concerning any asserted
     violation of any Environmental Laws that is issued to or received by an
     Obligor.

          Environmental Permit - any permit, license, approval, authorization,
     consent or waiver of or from any Governmental Authority that is applicable
     to any Property owned, leased, operated or otherwise used by an Obligor or
     the operations of an Obligor and that is required to be obtained under any
     Environmental Law.

          Equipment - shall have the meaning ascribed to the term "equipment" in
     the UCC and shall include all machinery, equipment, furniture, fixtures,
     motor vehicles and other tangible personal Property (other than Inventory)
     of every kind and description, whether now owned or hereafter acquired by a
     Borrower and wherever located, and all parts, accessories and special tools
     therefor, all accessions thereto and all substitutions and replacements
     thereof.

          Equity Interest - the interest of (i) a shareholder in a corporation,
     (ii) a partner (whether general or limited) in a partnership (whether
     general, limited or limited liability), (iii) a member in a

                                     - 16 -



     limited liability company, or (iv) any other Person having any other form
     of equity security or ownership interest.

          ERISA - the Employee Retirement Income Security Act of 1974, and all
     rules and regulations from time to time promulgated thereunder.

          Euro-Dollar Business Day - any Domestic Business Day on which dealings
     in U.S. Dollar deposits are carried out in the London interbank market.

          Euro-Dollar Loan - a Revolver Loan, or portion thereof, during any
     period in which it bears or is to bear interest at a rate based upon the
     Adjusted London Interbank Offered Rate.

          Euro-Dollar Reserve Percentage - for any day, that percentage
     (expressed as a decimal) which is in effect on such day, as prescribed by
     the Board of Governors (or any successor) for determining the maximum
     reserve requirement for a member bank of the Federal Reserve System in
     respect of "Eurocurrency liabilities" (or in respect of any other category
     of liabilities which includes deposits by reference to which the interest
     rate on Euro-Dollar Loans is determined or any category of extensions of
     credit or other assets which includes loans by a non-United States office
     of any Lender to United States residents). The Adjusted London Interbank
     Offered Rate shall be adjusted automatically on and as of the effective
     date of any change in the Euro-Dollar Reserve Percentage.

          Event of Default - as defined in Section 12 of this Agreement.

          Existing Credit Agreement - the Amended and Restated Credit Agreement,
     dated as of April 28, 2000, among Remington, The Chase Manhattan Bank, Bank
     of America, N.A., Goldman Sachs Credit Partners L.P., Chase Securities
     Inc., Banc of America Securities LLC and the lenders from time to time
     parties thereto.

          Existing Subordinated Notes - Remington's outstanding 9-1/2% Senior
     Subordinated Notes due 2003.

          Extraordinary Expenses - all out-of-pocket costs, expenses, fees, and
     advances which either of Agent or any Lender may pay or become obligated to
     pay, whether prior to or after the occurrence of an Event of Default, on
     account of or in connection with (i) the audit, inspection, repossession,
     storage, repair, appraisal, insuring, completion of the manufacture of,
     preparing for sale, advertising for sale, selling, collecting or otherwise
     preserving or realizing upon any Collateral; (ii) the defense of Agent's
     Lien upon any Collateral or the priority thereof or any adverse claim with
     respect to the Revolver Loans, the Credit Documents or the Collateral
     asserted by any Obligor, any receiver or trustee for any Obligor or any
     creditor or representative of creditors of any Obligor; (iii) the
     settlement or satisfaction of any Liens upon any Collateral (whether or not
     such Liens are Permitted Liens); (iv) the collection of any of the
     Obligations; (v) the negotiation, documentation, and closing of any
     restructuring or forbearance agreement with respect to the Credit Documents
     or Obligations; (vi) amounts advanced by Agent pursuant to Section 8.1.3 of
     this Agreement or any similar provision in any of the other Credit
     Documents; (vii) the enforcement of any of the provisions of any of the
     Credit Documents; (viii) any payment under indemnity or other payment
     agreement provided by Agent to any financial institution in connection with
     any Collateral Reserve Account, Lockbox or Lien Waiver; or (ix) breakage
     costs under Section 3.9 of this Agreement. Such costs, expenses and
     advances may include transfer fees, taxes, storage fees, insurance costs,
     permit fees, utility reservation and standby

                                     - 17 -



     fees, legal fees, appraisal fees, brokers' fees and commissions,
     auctioneers' fees and commissions, accountants' fees, environmental study
     fees, wages and salaries paid to employees of a Borrower or independent
     contractors in liquidating any Collateral, travel expenses, all other fees
     and expenses payable or reimbursable by Borrowers or any other Obligor
     under any of the Credit Documents, and all other fees and expenses
     associated with the enforcement of rights or remedies under any of the
     Credit Documents, but excluding compensation paid to employees (including
     inside legal counsel who are employees) of Agent.

          Factoring Documents - all instruments, agreements, assignments and
     other documents at any time entered into between Remington and Factors,
     pursuant to which Remington shall sell and assign to Factors, and Factors
     shall purchase from Remington, any or all of the Accounts of Remington.

          Factors - shall have the meaning ascribed to such term in the preamble
     of this Agreement.

          Federal Funds Rate - for any day, the rate per annum (rounded upward,
     if necessary, to the next higher 1/100th of 1%) equal to the weighted
     average of the rates on overnight Federal funds transactions with members
     of the Federal Reserve System arranged by Federal funds brokers on such
     day, as published by the Federal Reserve Bank of New York on the Domestic
     Business Day next succeeding such day, provided, that (i) if the day for
     which such rate is to be determined is not a Domestic Business Day, the
     Federal Funds Rate for such day shall be such rate on such transactions on
     the next succeeding Domestic Business Day, and (ii) if such rate is not so
     published for any day, the Federal Funds Rate for such day shall be the
     average rate charged to Wachovia on such day on such transactions, as
     determined in good faith by Wachovia.

          Finished Goods - Inventory of Remington that is held for sale in the
     Ordinary Course of Business, including hunting/shooting sports products,
     ammunition, firearm-related accessories, clay targets, and fishing line
     products and powdered metal products.

          Fiscal Quarter - each of the fiscal quarters of Borrowers and their
     respective Consolidated Subsidiaries for tax and accounting purposes, which
     end on March 31, June 30, September 30 and December 31 of each Fiscal Year.

          Fiscal Year - the fiscal year of Borrowers and their respective
     Consolidated Subsidiaries for accounting and tax purposes, which ends on
     December 31 of each year.

          FLSA - the Fair Labor Standards Act (29 U.S.C. Section 201 et seq.)

          Foreign Subsidiary - as to any Person, a Subsidiary of such Person
     other than a Domestic Subsidiary.

          Formula Amount - on any date of determination thereof, an amount equal
     (i) to the sum of the Inventory Formula Amount, the Accounts Formula Amount
     and the Amortizing Equipment Formula Amount on such date, minus (ii) the
     Availability Reserve on such date.

          Funding Account - an account established by Borrowers at a bank in the
     United States for receipt of proceeds from the funding of Revolver Loans.

                                     - 18 -



          GAAP - generally accepted accounting principles in the United States
     of America in effect from time to time.

          GCA - The Gun Control Act of 1968.

          General Intangible - shall have the meaning ascribed to the term
     "general intangible" in the UCC.

          Governmental Approvals - all authorizations, consents, approvals,
     licenses and exemptions of, registrations and filings with, and reports to,
     all Governmental Authorities.

          Governmental Authority - any federal, state, county, municipal,
     provincial or other government authority (whether foreign or domestic),
     including any department, agency, bureau, instrumentality or political
     subdivision of any such authority.

          Guaranties - the Subsidiary Guaranty and each other guaranty of
     payment or performance by any other Guarantor that is not a Subsidiary
     Guarantor.

          Guarantor Patent and Trademark Agreement - the Patent and Trademark
     Security Agreement to be executed by Brands on the Closing Date in favor of
     Agent and by which Brands shall grant to Agent, for the benefit of the
     Lender Group, a Lien upon Brands' right, title and interest in and to all
     of its United States patents, patent applications, trademarks and trademark
     applications as security for the Obligations, to the extent provided
     therein.

          Guarantor Security Agreements - the Guarantor Security Agreements to
     be executed by each Guarantor on the Closing Date in favor of Agent and by
     which each Guarantor shall grant to Agent, for the benefit of the Lender
     Group, a Lien upon such Guarantor's personal property assets, whenever
     acquired and wherever located, as security for the payment of the
     Obligations.

          Guarantors - the Subsidiary Guarantors and each other Person who may
     hereafter guarantee the payment or performance of the whole or any part of
     the Obligations.

          Gun Control Laws - all present and future state, federal and local
     laws, rules, regulations, judgments, orders and ordinances, including the
     GCA, that in any manner regulate the production, sale, distribution or
     possession of any firearms, ammunition or related products manufactured,
     held for sale or sold by either Borrower.

          Hedging Agreement - any interest rate protection agreement, foreign
     currency exchange agreement, commodity price protection agreement or other
     interest or currency exchange rate or commodity price hedging arrangement.

          Hedging Agreement Reserve - on any date, a reserve that is equal to
     the aggregate amount of the estimated liability of Borrowers and their
     respective Subsidiaries under each Hedging Agreement with a Lender or any
     of its Affiliates and in effect on such date, as such estimated liability
     is shown on the last written report received by Agent from such Lender
     prior to such date. The estimated liability of a Borrower under any Hedging
     Agreement with a Lender or a Lender's Affiliate shall be the reasonable
     estimate thereof by such Lender or Affiliate employing its customary
     methodology; but Agent may (unless otherwise directed in writing by the
     Required Lenders) exclude from the

                                     - 19 -



     calculation of such reserve the estimated liability of a Borrower under a
     Hedging Agreement that was not approved in writing by Agent, in its sole
     discretion, prior to a Borrower's becoming a party thereto.

          Holding - RACI Holding, Inc., a Delaware corporation.

          Holding Stock Pledge Agreement - the Pledge Agreement to be executed
     by Holding on the Closing Date in favor of Agent and by which Holding shall
     grant to Agent, for the benefit of the Lender Group, a Lien upon all of the
     Equity Interests owned by Holding in Remington.

          Indebtedness - with respect to any Person, without duplication, (i)
     all Debt of such Person for Money Borrowed; (ii) all obligations of such
     Person under conditional sale or other title retention agreements relating
     to Property purchased by such Person (other than customary reservations or
     retentions of title under agreements with suppliers entered into the in the
     Ordinary Course of Business of such Person; (iii) all obligations of such
     Person issued or assumed as the deferred purchase price of Property or
     services purchased by such Person (other than trade debt incurred in the
     Ordinary Course of Business of such Person and due within 6 months of the
     incurrence thereof) which would appear as liabilities on a balance sheet of
     such Person; (iv) all obligations of such Person under take-or-pay or
     similar arrangements or under commodities agreements; (v) all Debt of
     others secured by (or for which the holder of such Debt has an existing
     right, contingent or otherwise, to be secured by) any Lien on, or payable
     out of the proceeds of production from, Property owned or acquired by such
     Person, whether or not the obligations secured thereby have been assumed;
     (vi) all guaranties of such Person with respect to Debt of the type
     referred to in this definition of another Person; (vii) the net amount of
     all obligations of such Person under Hedging Agreements; (viii) all
     preferred stock issued by such Person and required by the terms thereof to
     be redeemed, or for which mandatory sinking fund payments are due, by a
     fixed date; (ix) the principal portion of all obligations of such Person
     under off-balance sheet financing arrangements (including synthetic leases
     but excluding true operating leases); and (x) Debt of a type referred to in
     the preceding clauses (i) through (ix) of this definition of any
     partnership or unincorporated joint venture in which such Person is a
     general partner or a joint venturer unless the terms of such Debt provide
     that such Person shall not be liable for any portion thereof.

          Indemnified Amount - in the case of the Agent Indemnitees, the amount
     of any loss, cost, expenses or damages suffered or incurred by Agent
     Indemnitees and against which Lenders or any Obligor have agreed to
     indemnify Agent Indemnitees pursuant to the terms of this Agreement or any
     of the other Credit Documents; in the case of Lender Indemnitees, the
     amount of any loss, cost, expense or damages suffered or incurred by any of
     the Lender Indemnitees and against which Lenders or any Obligor have agreed
     to indemnify Lender Indemnitees pursuant to the terms of this Agreement or
     any of the other Credit Documents; and in the case of the Wachovia
     Indemnitees, the amount of any loss, cost, expense or damages suffered or
     incurred by Wachovia Indemnitees and against which Lenders or any Obligor
     have agreed to indemnify the Wachovia Indemnitees pursuant to the terms of
     this Agreement or any of the other Credit Documents.

          Indemnified Claims - any and all claims, demands, liabilities,
     obligations, losses, damages (including Environmental Damages), penalties,
     actions, judgments, suits, awards, remedial response, costs, expenses or
     disbursements of any kind or nature whatsoever (including reasonable
     attorneys', accountants', consultants' or paralegals' fees and expenses),
     whether arising under or in connection with the Credit Documents, under any
     Applicable Law (including any Environmental Law) or otherwise, that may now
     or hereafter be suffered or incurred by a Person and whether suffered or

                                     - 20 -



     incurred in or as a result of any investigation, litigation, arbitration or
     other judicial or non-judicial proceeding or any appeals related thereto.

          Indemnitees - the Agent Indemnitees, the Lender Indemnitees and the
     Wachovia Indemnitees.

          Initial Subsidiary Guarantors - RBC and Brands.

          Insolvency Proceeding - any action, case or proceeding commenced by or
     against a Person, or any agreement of such Person, for (i) the entry of an
     order for relief under any chapter or provision of the Bankruptcy Code, or
     other insolvency or debt adjustment law (whether state, provincial, federal
     or foreign), (ii) the appointment of a receiver, trustee, liquidator or
     other custodian for such Person or any part of its Property, (iii) an
     assignment or trust mortgage for the benefit of creditors of such Person,
     or (iv) the liquidation, dissolution or winding up of the affairs of such
     Person.

          Instrument - shall have the meaning ascribed to the term "instrument"
     in the UCC.

          Intellectual Property - Property of a Person constituting under any
     Applicable Law a patent, patent application, copyright, trademark, service
     mark, trade name or mask work, or license or other right to use any of the
     foregoing.

          Intellectual Property Claim - the assertion by any Person of a claim
     (whether asserted in writing, by action, suit or proceeding or otherwise)
     that a Borrower's ownership, use, marketing, sale or distribution of any
     Inventory, Equipment, or other Property is violative of or otherwise
     infringes upon any Intellectual Property rights of such Person.

          Interest Period - shall have the meaning ascribed to it in Section
     3.1.3 of this Agreement.

          Inventory - shall have the meaning ascribed to the term "inventory" in
     the UCC and shall include all goods intended for sale or lease by a
     Borrower, or for display or demonstration; all work in process; all raw
     materials and other materials and supplies of every nature and description
     used or which might be used in connection with the manufacture, printing,
     packing, shipping, advertising, selling or furnishing such goods or
     otherwise used or consumed in a Borrower's business (but excluding
     Equipment).

          Inventory Formula Amount - on any date of determination thereof, an
     amount equal to the least of (i) $62,500,000, (ii) the sum derived by
     multiplying the Applicable Inventory Percentage by the Value of Eligible
     Inventory consisting of Finished Goods and the Applicable Inventory
     Percentage by the Value of Eligible Inventory consisting of Raw Materials,
     or (iii) the Appraised NOLV as of such date.

          Inventory Reserve - such reserves as may be established from time to
     time by Agent in the exercise of its credit judgment to reflect changes in
     the saleability of any Inventory or such other factors as may negatively
     affect the Value of any Inventory. With limiting the generality of the
     foregoing, such reserves may include reserves based on obsolescence,
     seasonality, theft or other shrinkage, imbalance, change in composition or
     mix, or markdowns.

          Investment - any acquisition of Property by an Obligor or any of its
     Subsidiaries in exchange for cash or other Property, whether in the form of
     an acquisition of Equity Interests or Debt, or the

                                     - 21 -



     purchase or acquisition by a Borrower or any of its Subsidiaries of any
     other Property, or a loan, advance, capital contribution or subscription.

          LC Application - an application (whether consisting of a single or
     several documents) to LC Issuer, on a form approved by LC Issuer, for the
     issuance of a Letter of Credit that is duly executed by a Borrower;
     provided, that, in the event of a conflict between the terms of any such
     application and this Agreement, the terms of this Agreement shall control.

          LC Documents - any and all agreements, instruments and documents
     required by LC Issuer to be executed at any time by Borrowers or any other
     Person and delivered to LC Issuer and/or Agent in connection with, or as a
     condition to the issuance of, a Letter of Credit, including each LC
     Application and each LC Reimbursement Agreement.

          LC Issuer - Wachovia, in its capacity as issuer of the Letters of
     Credit.

          LC Issuer Indemnitees - LC Issuer and its present and future officers,
     directors and agents.

          LC Obligations - on any date of determination thereof, an amount (in
     U.S. Dollars) equal to the sum of (i) all amounts then due and payable by
     any LC Obligor on such date under Section 2.3 of this Agreement or any
     applicable LC Reimbursement Agreement by reason of any payment made on or
     before such date by LC Issuer under a Letter of Credit plus (ii) the
     aggregate undrawn amount of all Letters of Credit which are then
     outstanding or for which an LC Application has been delivered to and
     accepted by LC Issuer.

          LC Obligor - each Borrower and each other Person who is liable to
     reimburse LC Issuer for any payment made by LC Issuer under a Letter of
     Credit.

          LC Reimbursement Agreement - a written agreement executed by an LC
     Obligor in favor of LC Issuer and providing for such LC Obligor's
     reimbursement to LC Issuer for any amount paid by LC Issuer under a Letter
     of Credit. The parties acknowledge that the agreement of an LC Obligor to
     reimburse LC Issuer in connection with a Letter of Credit may be embodied
     solely in the LC Application itself, in which event all references herein
     to the LC Reimbursement Agreement with respect to such Letter of Credit
     shall mean and refer to the applicable LC Application.

          LC Reserve - at any date, the aggregate of all LC Obligations
     outstanding on such date, other than LC Obligations that are fully secured
     by Cash Collateral pledged to Agent.

          Lender Group - Agent, Syndication Agent, Documentation Agent, each
     Lender and LC Issuer.

          Lender Group Indemnitees - the Agent Indemnitees, the Lender
     Indemnitees, and the LC Issuer Indemnitees.

          Lender Group Member - a Person who is a member of the Lender Group.

          Lender Indemnitees - each Lender in its capacity as a lender under
     this Agreement and its present and future officers, directors and agents.

                                     - 22 -



          Lenders - each of the financial institutions listed on the signature
     pages hereof, together with their respective successors and permitted
     assigns pursuant to Section 14.1 hereof, including Wachovia as the provider
     of Settlement Loans.

          Letter of Credit - a standby or documentary letter of credit issued by
     LC Issuer for the account of a Borrower pursuant to Section 2.3.

          Letter of Credit Request - a request by Borrowers, in the form of
     Exhibit B hereto, for the issuance by LC Issuer of a Letter of Credit.

          LIBOR Lending Office - with respect to a Lender, the office designated
     as a LIBOR Lending Office for such Lender on the signature page hereof (or
     on any Assignment and Acceptance, in the case of an assignee) and such
     other office of such Lender or any of its Affiliates that is hereafter
     designated by written notice to Agent.

          License Agreement - any agreement between Remington and a Licensor
     pursuant to which Remington is authorized to use certain Intellectual
     Property in connection with the manufacturing, marketing, sale or other
     distribution of any Inventory of Remington.

          Licensor - any Person from whom Remington obtains the right to use
     (whether on an exclusive or non-exclusive basis) any Intellectual Property
     in connection with Remington's manufacture, marketing, sale or other
     distribution of any Inventory.

          Licensor/Lender Agreement - an agreement between Agent and a Licensor
     by which Agent is given the unqualified right, vis-a-vis such Licensor, to
     enforce Agent's Liens with respect to, and to dispose of, Remington's
     Inventory with the benefit of any Intellectual Property applicable thereto,
     irrespective of Remington's default under any License Agreement with such
     Licensor and which is otherwise in form and substance satisfactory to
     Agent.

          Lien - any interest in Property securing an obligation owed to, or a
     claim by, a Person other than the owner of the Property, whether such
     interest is based on common law, statute or contract. The term "Lien" shall
     also include reservations, exceptions, encroachments, easements,
     rights-of-way, covenants, conditions, restrictions, leases and other title
     exceptions and encumbrances affecting Property. For the purpose of this
     Agreement, each Person shall be deemed to be the owner of any Property
     which it has acquired or holds subject to a conditional sale agreement or
     other arrangement pursuant to which title to the Property has been retained
     by or vested in some other Person for security purposes. In no event shall
     the term "Lien" be deemed to include any license of Intellectual Property
     unless such license contains a grant of a security interest in such
     Intellectual Property.

          Lien Waiver - an agreement duly executed in favor of Agent, in form
     and content acceptable to Agent, by which (i) for locations leased by an
     Obligor, an owner or mortgagee of premises upon which any Property of an
     Obligor is located agrees to waive or subordinate any Lien it may have with
     respect to such Property in favor of Agent's Lien therein and to permit
     Agent to enter upon such premises and remove such Property or to use such
     premises to store or dispose of such Property, or (ii) for locations at
     which any Obligor places Inventory with a warehouseman or a processor, such
     warehouseman or processor agrees to waive or subordinate any Lien it may
     have with respect to such Property in favor of Agent's Lien therein and to
     permit Agent to enter upon such premises and remove such Property or to use
     such premises to store or dispose of such Property.

                                     - 23 -



          Loan - all or any portion of a Revolver Loan.

          Loan Account - the loan account established by each Lender on its
     books pursuant to Section 5.9 of this Agreement.

          Lockbox - shall have the meaning ascribed to it in Section 8.2.5 (ii).

          London Interbank Offered Rate - with respect to any Euro-Dollar Loan
     and for the Interest Period of such Euro-Dollar Loan, the rate per annum
     determined on the basis of the offered rate for deposits in U.S. Dollars of
     amounts equal or comparable to the principal amount of such Euro-Dollar
     Loan offered for a term comparable to such Interest Period, which rates
     appear on the Telerate Page 3750 effective as of 11:00 a.m., London time, 2
     Euro-Dollar Business Days prior to the first day of such Interest Period,
     provided that if no such offered rates appear on such page, the "London
     Interbank Offered Rate" for such Interest Period will be the arithmetic
     average (rounded upward, if necessary, to the next higher 1/100th of 1%) of
     rates quoted by not less than 2 major banks in New York City, selected by
     the Agent, at approximately 10:00 a.m., New York City time, 2 Euro-Dollar
     Business Days prior to the first day of such Interest Period, for deposits
     in U.S. Dollars offered by leading European banks for a period comparable
     to such Interest Period in an amount comparable to the principal amount of
     such Euro-Dollar Loan.

          Management Subscription Agreement - any stock subscription, stock
     option or similar agreement between Holding and an officer, director or
     employee of Remington or any of its Subsidiaries providing for the issuance
     of capital stock of Holding to such officer, director or employee.

          Margin Stock - shall have the meaning ascribed to it in Regulation U
     of the Board of Governors.

          Material Adverse Effect - the effect of any event or condition which,
     alone or when taken together with other events or conditions occurring or
     existing concurrently therewith, (i) has a material adverse effect upon the
     business, operations, Properties or condition (financial or otherwise) of
     Borrowers (taken together) or of all Obligors, (taken as a whole); (ii) has
     or may be reasonably expected to have any material adverse effect
     whatsoever upon the validity or enforceability of this Agreement or any of
     the other Credit Documents; (iii) has any material adverse effect upon the
     value of the whole or any material part of the Collateral, the Liens of
     Agent with respect to the Collateral or the priority of any such Liens;
     (iv) materially impairs the ability of any Obligor to perform its
     obligations under any of the Credit Documents, including repayment of any
     of the Obligations when due; or (v) materially impairs the ability of Agent
     or any Lender to enforce or collect the Obligations or realize upon any of
     the Collateral in accordance with the Credit Documents and Applicable Law.

          Material Contract - an agreement to which an Obligor is a party (other
     than the Credit Documents) (i) which is deemed to be a material contract as
     provided in Regulation S-K promulgated by the Securities and Exchange
     Commission under the Securities Act of 1933 or (ii) for which breach,
     termination, cancellation, nonperformance or failure to renew could
     reasonably be expected to have a Material Adverse Effect.

                                     - 24 -



          Maximum Rate - the maximum non-usurious rate of interest permitted by
     Applicable Law that at any time, or from time to time, may be contracted
     for, taken, reserved, charged or received on the Debt in question or, to
     the extent that at any time Applicable Law may thereafter permit a higher
     maximum non-usurious rate of interest, then such higher rate.
     Notwithstanding any other provision hereof, the Maximum Rate shall be
     calculated on a daily basis (computed on the actual number of days elapsed
     over a year of 365 or 366 days, as the case may be).

          Money Borrowed - as applied to any Obligor, without duplication, (i)
     Debt arising from the lending of money by any other Person to such Obligor;
     (ii) Debt, whether or not in any such case arising from the lending of
     money by another Person to such Obligor, (A) which is represented by notes
     payable or drafts accepted that evidence extensions of credit, (B) which
     constitutes obligations evidenced by bonds, debentures, notes or similar
     instruments, or (C) upon which interest charges are customarily paid (other
     than accounts payable) or that was issued or assumed as full or partial
     payment for Property; (iii) Debt of an Obligor that constitutes a
     Capitalized Lease Obligation; (iv) reimbursement obligations with respect
     to letters of credit, banker's acceptances, or guaranties of letters of
     credit or banker's acceptances; (v) Debt which is secured by a Lien on any
     asset of such Obligor, whether or not such Debt is assumed by such Obligor;
     and (vi) Debt of such Obligor under any guaranty of obligations that would
     constitute Debt for Money Borrowed under clauses (i) through (v) hereof, if
     owed directly by such Obligor.

          Moody's - Moody's Investors Services, Inc.

          Mortgage - a mortgage, leasehold mortgage, deed of trust or security
     deed to be executed by an Obligor after the Closing Date in favor of Agent
     and by which such Obligor shall grant and convey to Agent, for the benefit
     of the Lender Group, a Lien upon Real Estate of such Obligor as security
     for the Obligations.

          Multiemployer Plan - has the meaning set forth in Section 4001(a)(3)
     of ERISA.

          Net Disposition Proceeds - with respect to a sale, lease, transfer or
     other disposition of any Collateral (other than Inventory sold by Remington
     in the Ordinary Course of Business and replacements of Equipment pursuant
     to Section 8.4.2(ii)), the proceeds (including cash receivable (when
     received) by way of deferred payment) received by a Borrower in cash from
     the sale, lease, transfer or other disposition of Collateral, including
     insurance proceeds and awards of compensation received with respect to the
     destruction or condemnation of all or part of any Collateral, net of: (i)
     the reasonable and customary costs and expenses of such sale, lease,
     transfer or other disposition (including legal fees and sales commissions);
     (ii) amounts applied to repayment of Debt (other than the Obligations)
     secured by a Permitted Lien on such Collateral disposed of that is senior
     to Agent's Liens; (iii) in connection with any sale of Collateral, a
     reasonable reserve (not to exceed 5% of the total purchase price) for
     post-closing adjustments to the purchase price pursuant to any agreement
     governing the sale, provided that, upon the expiration of not more than 90
     days after the sale, any remaining reserve balance is remitted to Agent for
     application to the Obligations; and (iv) provided no Cash Management Event
     has occurred (unless a Cash Management Reinstatement Event has subsequently
     occurred), no Event of Default exists at the time of, and no Out-of-Formula
     Condition would result from any such sale, lease, transfer or other
     disposition, Taxes paid or reasonably estimated to be paid as a result of
     such disposition and appropriate amounts to be provided by a Borrower or a
     Subsidiary as a reserve, in accordance with GAAP, or any Debt associated
     with

                                     - 25 -



     such disposition or any asset involved in such disposition and retained by
     a Borrower or such Subsidiary, as the case may be, after such disposition.

          Net Orderly Liquidation Value - the appraised orderly liquidation
     value of Inventory net of all costs, fees and expenses of such liquidation
     as determined from time to time pursuant to an Appraisal.

          New Senior Notes - Remington's 10 1/2% Senior Notes in the aggregate
     principal amount of $200,000,000, due 2011.

          New Senior Notes Indenture - the Indenture dated as of
     January 24, 2003, pursuant to which, among other things, U. S. Bank and
     Trust, National Association is appointed and serves as Indenture Trustee
     for the holders of the New Senior Notes.

          Non-Excluded Taxes - as defined in Section 5.10 of this Agreement.

          Notes - each Revolver Note, the Settlement Note and any other
     promissory note executed by Borrowers at Agent's request to evidence any of
     the Obligations.

          Notice of Borrowing - as defined in Section 4.1.1(i) of this
     Agreement.

          Notice of Conversion/Continuation - as defined in Section 3.1.2(ii) of
     this Agreement.

          Obligations - in each case, whether now in existence or hereafter
     arising, (i) the principal of, and interest and premium, if any, on, the
     Revolver Loans; (ii) all LC Obligations and all other obligations of any
     Obligor to LC Issuer or any other Lender Group Member arising in connection
     with the issuance of any Letter of Credit; (iii) all Debt and other
     obligations of a Borrower to any Lender Group Member or any Affiliate of a
     Lender Group Member for any Banking Relationship Debt; and (iv) all other
     Debts, covenants and duties now or at any time or times hereafter owing by
     any Obligor to any Lender Group Member or any Affiliate of a Lender Group
     Member arising under or pursuant to this Agreement or any of the other
     Credit Documents, whether evidenced by any note or other writing, whether
     arising from an extension of credit, opening of a letter of credit,
     acceptance, loan, guaranty, indemnification or otherwise, whether direct or
     indirect, absolute or contingent, due or to become due, primary or
     secondary, or joint or several, including all interests, charges, expenses,
     fees, attorney's fees or other sums (including Extraordinary Expenses)
     chargeable to any or all Obligors hereunder or under any of the other
     Credit Documents.

          Obligor - each Borrower, each LC Obligor, each Guarantor and any other
     Person that is at any time liable for the payment of the whole or any part
     of the Obligations.

          Ordinary Course of Business - with respect to any transaction
     involving any Person, the ordinary course of such Person's business, as
     conducted by such Person in accordance with past practices and undertaken
     by such Person in good faith and not for the purpose of evading any
     covenant or restriction in any Credit Document.

          Organization Documents - with respect to any Person, its charter,
     certificate or articles of incorporation, bylaws, articles of organization,
     operating agreement, partnership agreement or similar agreement or
     instrument governing the formation or operation of such Person.

                                     - 26 -



          OSHA - the Occupational Safety and Hazard Act of 1970.

          Other Agreements - the Notes, the Guaranties, the LC Documents, the
     Contribution Agreement, each Licensor/Lender Agreement, and any and all
     agreements, instruments and documents (other than this Agreement and the
     Security Documents), heretofore, now or hereafter executed by a Borrower,
     any Obligor or any other Person and delivered to any Lender Group Member in
     respect of the transactions contemplated by this Agreement.

          Out-of-Formula Condition - as defined in Section 2.1.2 of this
     Agreement.

          Out-of-Formula Loan - a Revolver Loan made when an Out-of-Formula
     Condition exists or the amount of any Revolver Loan which, when funded,
     results in an Out-of-Formula Condition.

          Participant - as defined in Section 14.2.1 of this Agreement.

          Payment Intangible - shall have the meaning ascribed to the term
     "payment intangible" in the UCC.

          Payment Items - all checks, drafts, or other items of payment payable
     to a Borrower, including proceeds of any of the Collateral.

          Pending Revolver Loans - at any date, the aggregate principal amount
     of all Revolver Loans which have been requested in any Notice of Borrowing
     received by Agent but which have not theretofore been advanced by Agent or
     Lenders.

          Permitted Acquisition - as defined in Section 10.2.13 of this
     Agreement.

          Permitted Lien - a Lien of a kind specified in Section 10.2.5 of this
     Agreement.

          Permitted Purchase Money Debt - Purchase Money Debt of a Borrower and
     its Subsidiaries which is incurred on or after the date of this Agreement,
     is secured by no Lien or only by a Purchase Money Lien and provided that
     the aggregate amount of Purchase Money Debt outstanding at any time does
     not exceed $7,500,000. For the purposes of this definition, the principal
     amount of any Purchase Money Debt consisting of capitalized leases shall be
     computed as a Capitalized Lease Obligation.

          Person - an individual, partnership, corporation, limited liability
     company, limited liability partnership, joint stock company, land trust,
     business trust, or unincorporated organization, or a government or agency
     or political subdivision thereof.

          Plan - an employee benefit plan now or hereafter maintained for
     employees of each Borrower that is covered by Title IV of ERISA.

          Pricing Adjustment Date - as defined in the definition of Applicable
     Margin.

          Pricing Determination Date - shall mean March 31, 2003, and the last
     day of each June, September, December and March thereafter.

                                     - 27 -



          Pro Rata - a share of or in all Revolver Loans, participations in LC
     Obligations, liabilities, payments, proceeds, collections, Collateral and
     Extraordinary Expenses, which share for any Lender on any day shall be a
     percentage (expressed as a decimal, rounded to the ninth decimal place)
     arrived at by dividing the amount of the Revolver Commitment of such Lender
     on such date by the aggregate amount of the Revolver Commitments of all
     Lenders on such date.

          Projected Availability - at any date of determination, Availability as
     projected in the Projections for the immediately succeeding 12-month
     period.

          Projections - (i) prior to the Closing Date and thereafter until Agent
     and Lenders receive new projections pursuant to Section 10.1.5 hereof, the
     projections of each Borrower's financial condition, results of operations,
     cash flow and Projected Availability, prepared on a monthly basis for the
     Fiscal Year ending December 31, 2003, and on an annual basis for the Fiscal
     Years ending 2004, 2005, 2006 and 2007; and (ii) thereafter, the
     projections most recently received by Agent and Lenders pursuant to and as
     required by Section 10.1.5 hereof.

          Properly Contested - in the case of any Debt of an Obligor (including
     any Taxes) that is not paid as and when due or payable by reason of such
     Obligor's bona fide dispute concerning its liability to pay same or
     concerning the amount thereof, (i) such Debt is being properly contested in
     good faith by appropriate proceedings promptly instituted and diligently
     conducted; (ii) such Obligor has established appropriate reserves as shall
     be required in conformity with GAAP, (iii) the non-payment of such Debt
     will not have a Material Adverse Effect and will not result in a forfeiture
     of any material assets of such Obligor; (iv) no Lien is imposed upon any of
     such Obligor's assets with respect to such Debt unless such Lien is at all
     times junior and subordinate in priority to the Liens in favor of Agent
     (except only with respect to property taxes that have priority as a matter
     of applicable state law) and enforcement of such Lien is stayed during the
     period prior to the final resolution or disposition of such dispute; (v) if
     the Debt results from, or is determined by the entry, rendition or issuance
     against an Obligor or any of its assets of, a judgment, writ, order or
     decree, execution on such judgment, writ, order or decree is stayed pending
     a timely appeal or other judicial review; and (vi) if such contest is
     abandoned, settled or determined adversely to such Obligor, such Obligor
     forthwith pays such Debt and all penalties, interest and other amounts due
     in connection therewith.

          Property - any interest in any kind of property or asset, whether
     real, personal or mixed, and whether tangible or intangible.

          Purchase Money Debt - means and includes (i) Debt (other than the
     Obligations) for the payment of all or any part of the purchase price of
     any Equipment or other fixed assets, (ii) any Debt (other than the
     Obligations) incurred at the time of or within 30 days prior to or after
     the acquisition of any Equipment or other fixed assets for the purpose of
     financing all or any part of the purchase price thereof, and (iii) any
     renewals, extensions or refinancings (but not any increases in the
     principal amounts) thereof outstanding at the time.

          Purchase Money Lien - a Lien upon Equipment or other fixed assets
     which secures Purchase Money Debt, but only if such Lien shall at all times
     be confined solely to the Equipment or other fixed assets acquired through
     the incurrence of the Purchase Money Debt secured by such Lien.

          Raw Materials - materials owned and used by Remington in the Ordinary
     Course of Business in the production of Finished Goods, including steel,
     lead, brass, powder, plastics and wood.

                                     - 28 -



          RBC - RBC Holding, Inc., a Delaware corporation.

          RBC Pledge Agreement - the Pledge Agreement to be executed by RBC on
     the Closing Date in favor of Agent and by which RBC shall grant to Agent,
     for the benefit of the Lender Group, a Lien upon all of the Equity
     Interests owned by RBC in Brands.

          RCRA - the Resource Conservation and Recovery Act (42 U.S.C. Sections
     6991-6991i) and all rules and regulations promulgated pursuant thereto.

          Real Estate - all parcels or tracts of real Property owned by any
     Obligor and located in Lonoke County, Arkansas; Herkimer County, New York;
     Graves County, Kentucky; Hardin County, Kentucky; Lexington County,
     Missouri; Hancock County, Ohio; Ponotoc County, Oklahoma; and Rockingham
     County, North Carolina.

          Real Property Documentation - means the following as to each parcel of
     the Real Estate (except that the Agent may in its discretion waive or
     suspend the requirement for delivery of certain of the Real Property
     Documentation for any of the Real Estate, other than, unless directed by
     the Required Lenders, one or more Mortgages);

               (i)     an owner's/lessee's affidavit for each parcel or tract of
          such Real Estate;

               (ii)    a Mortgage for each parcel or tract of Real Estate;

               (iii)   such consents, acknowledgments, intercreditor or
          attornment and subordination agreements as Agent may require from any
          Person with respect to any portion of such Real Estate;

               (iv)    a certificate as to the insurance required by the related
          Mortgage, to the extent not theretofore furnished pursuant to this
          Agreement;

               (v)     if a Default or Event of Default exists or Agent or the
          Required Lenders determine in good faith that it is or may be required
          by applicable banking or other regulatory law or regulations, an
          appraisal of such Real Estate, prepared by an appraiser satisfactory
          to Agent and engaged by and on behalf of the Agent and Lenders;

               (vi)    any revenue ruling or similar assurance from the
          department of revenue or taxation requested by the Agent with respect
          to any stamp, intangible or other taxes payable in connection with the
          filing for record of any of the Mortgages; and

               (vii)   the surveys, title insurance and flood insurance required
          by Sections 10.1.11, 10.1.12 and 10.1.13.

          Regulated Substances - any substances, chemicals, materials or
     elements that are prohibited, limited or regulated by the Environmental
     Laws, or any other substances, chemicals, materials or elements that are
     defined as "hazardous" or "toxic," under the Environmental Laws, or that
     are harmful to the health of occupants or users of the Real Estate. Without
     limiting the generality of the foregoing, the term "Regulated Substances"
     shall also include any substance, chemical, material or

                                     - 29 -



     element (i) defined as a "hazardous substance;" (ii) defined as a
     "regulated substance" within the meaning of Subtitle I of the RCRA; (iii)
     designated as a "hazardous substance" pursuant to Section 311 of the CWA,
     or listed pursuant to Section 307 of the CWA; (iv) defined as "hazardous,"
     "toxic" or otherwise regulated, under any Environmental Laws adopted by the
     state in which the Real Estate is located, or its agencies or political
     subdivisions; (v) which is petroleum, petroleum products or derivatives or
     constituents thereof; (vi) which is asbestos or asbestos-containing
     materials; (vii) the presence of which requires notification, investigation
     or remediation under any Environmental Laws; (viii) the presence of which
     on the Real Estate causes or threatens to cause a nuisance upon the Real
     Estate or to adjacent properties or poses or threatens to pose a hazard to
     the health or safety of Persons on or about the Real Estate; (ix) the
     presence of which on adjacent properties would constitute a trespass by an
     Obligor (x) which is urea formaldehyde foam insulation or urea formaldehyde
     foam insulation-containing materials (lead base paint or lead base
     paint-containing materials, polychlorinated biphenyls or polychlorinated
     biphenyl-containing materials, radon or radon-containing or producing
     materials, radioactive substances, methane or volatile hydrocarbons; or
     (xi) which by any Environmental Laws requires special handling in its
     collection, storage, treatment, or disposal.

          Regulation D - Regulation D of the Board of Governors.

          Register - the register maintained by Agent in accordance with Section
     5.9.2 of this Agreement.

          Reimbursement Date - as defined in Section 2.3.1(iii) of this
     Agreement.

          Remington - shall have the meaning ascribed to such term in the
     preamble to this Agreement.

          Reportable Event - any of the events set forth in Section 4043(b) of
     ERISA.

          Required Lenders - at any date of determination thereof, Lenders
     having Revolver Commitments representing more than 50% of the aggregate
     Revolver Commitments at such time; provided, however, that if any Lender
     shall be in breach of any of its obligations hereunder to Borrowers or
     Agent, including any breach resulting from its failure to honor its
     Revolver Commitment in accordance with the terms of this Agreement, then,
     for so long as such breach continues, the term "Required Lenders" shall
     mean Lenders (excluding each Lender that is in breach of its obligations
     hereunder) having Revolver Commitments representing more than 50% of the
     aggregate Revolver Commitments (excluding the Revolver Commitments of each
     Lender that is in breach of its obligations hereunder) at such time;
     provided further, however, that if the Revolver Commitments have been
     terminated, the term "Required Lenders" shall mean Lenders (excluding each
     Lender that is in breach of its obligations hereunder) holding Revolver
     Loans representing more than 50% of the aggregate principal amount of
     Revolver Loans outstanding at such time.

          Restricted Investment - any Investment other than the following: (a)
     fixed assets to be used in the business of an Obligor or any of its
     Subsidiaries so long as the acquisition costs thereof constitute Capital
     Expenditures permitted hereunder; (b) goods held for sale or lease or to be
     used in the manufacture of goods or the provision of services by an Obligor
     or any of its Subsidiaries in the Ordinary Course of Business; (c) Current
     Assets arising from the sale or lease of goods or the rendition of services
     in the Ordinary Course of Business of an Obligor or any of its
     Subsidiaries; (d) Investments in Subsidiaries of an Obligor to the extent
     that such Investments exist on the Closing Date; (e) Investments received
     by an Obligor in connection with an Insolvency Proceeding of

                                     - 30 -



     a customer or supplier, provided that such Investment is in the form an
     instrument or agreement for the repayment of money on account of a claim
     that existed on the commencement of such Insolvency Proceeding; (f)
     Investments in Cash Equivalents to the extent not subject to the rights of
     offset in favor of a Person other than Agent or a Lender; (g) Investments
     by any Subsidiary of a Borrower in a Borrower or in any Wholly Owned
     Subsidiary of a Borrower that is a Guarantor and Investments of Remington
     in any Wholly Owned Subsidiary of Remington that is a Guarantor (provided
     that the foregoing shall not be construed to permit Brands to transfer to
     any Affiliate other than Remington all or any material part of its
     Intellectual Property, Factors to transfer to any Affiliate other than
     Remington any of the Accounts acquired by Factors from Remington, or
     Remington to transfer any of the Collateral to any Affiliate except for
     Investments expressly permitted in other clauses of this definition and to
     Factors pursuant to the Factoring Documents); (h) Investments by any
     Foreign Subsidiary of a Borrower in any other Foreign Subsidiary of a
     Borrower; (i) in addition to Investments otherwise expressly permitted
     hereinabove, Investments by a Borrower or any Subsidiary of a Borrower in
     Foreign Subsidiaries of a Borrower in an aggregate amount not to exceed
     $1,000,000 at any one time outstanding for all such Foreign Subsidiaries;
     (j) loans or advances permitted by Section 10.2.2; (k) acquisitions of
     Property permitted by Section 10.2.13; (l) loans and advances to officers,
     directors or employees of the Borrowers or any of their Subsidiaries (i) in
     the Ordinary Course of Business for travel and entertainment expenses,
     advances against commissions and other similar advances, (ii) existing on
     the Closing Date and disclosed to the Agent prior to the date hereof in
     writing, (iii) made after the Closing Date for relocation expenses, not to
     exceed (as to Borrowers and their Subsidiaries), $2,000,000 in the
     aggregate outstanding at any time, and (iv) relating to indemnification or
     reimbursement of any officers, directors or employees in respect of
     liabilities relating to their serving in any such capacity; (m) loans and
     advances to officers, directors or employees of the Borrowers or any of
     their Subsidiaries of up to $5,000,000 outstanding at any one time in
     connection with the purchase by such officer, director or employee of
     capital stock of Holding from Holding (provided Remington secures such loan
     or advance with a Lien on the capital stock so purchased); (n) extensions
     of trade credit in the Ordinary Course of Business of Remington or any of
     its Subsidiaries; (o) deposits required by Governmental Authorities, public
     utilities or insurance companies in the Ordinary Course of Business of
     Remington or any of its Subsidiaries; (p) Investments in the New Senior
     Notes to the extent permitted by Section 10.2.6; and (q) Investments (in
     addition to any other Investment permitted hereinabove) in an aggregate
     amount not to exceed $5,000,000 at any one time outstanding.

          Restricted Payment - any Distribution or repurchase of the New Senior
     Notes.

          Revolver Commitment - at any date for any Lender, the obligation of
     such Lender to make Revolver Loans and to participate in LC Obligations
     pursuant to the terms and conditions of this Agreement, which shall not
     exceed the principal amount set forth opposite such Lender's name under the
     heading "Revolver Commitment" on the signature pages hereof or the
     signature page of the Assignment and Acceptance by which it became a
     Lender, as modified from time to time pursuant to the terms of this
     Agreement or to give effect to any applicable Assignment and Acceptance;
     and "Revolver Commitments" means the aggregate principal amount of the
     Revolver Commitments of all Lenders, the maximum amount of which shall be
     $125,000,000 on the Closing Date but which shall be reduced in accordance
     with the terms of Sections 2.1.6 and 5.4 hereof.

          Revolver Loan - a Loan made by Lenders as provided in Section 2.1 of
     this Agreement or a Settlement Loan funded by Wachovia.

                                     - 31 -



          Revolver Note - a Revolver Note to be executed by Borrowers in favor
     of each Lender in the form of Exhibit A-1 attached hereto, which shall be
     in the face amount of such Lender's Revolver Commitment and which shall
     evidence all Revolver Loans made by such Lender to Borrowers pursuant to
     this Agreement.

          S&P - Standard & Poor's Ratings Group, a division of McGraw-Hill, Inc.

          Schedule of Accounts - as defined in Section 8.2.1 of this Agreement.

          Security Documents - the Borrower Security Agreement, the Borrower
     Stock Pledge Agreement, the Guarantor Patent and Trademark Agreement, the
     Guarantor Security Agreements, the Mortgages and other Real Property
     Documentation, the Holding Stock Pledge Agreement, the RBC Pledge
     Agreement, the Brands Pledge Agreement, each Deposit Account Control
     Agreement and all other instruments and agreements now or at any time
     hereafter securing the whole or any part of the Obligations.

          Sellers - E.I. du Pont de Nemours and Company, a Delaware corporation,
     and Remington Arms Company, Inc., now named Sporting Goods Properties, Inc.

          Senior Officer - for any Borrower, any member of the board of
     directors, the president or the chief financial officer of, or in-house
     legal counsel to, a Borrower.

          Settlement Date - as defined in Section 4.1.3(i) of this Agreement.

          Settlement Loan - as defined in Section 4.1.3(ii) of this Agreement.

          Settlement Note - the Settlement Note to be executed by Borrowers on
     or about the Closing Date in favor of Wachovia, in the form of Exhibit A -2
     attached hereto, which evidences all Settlement Loans made by Wachovia to
     Borrowers pursuant to this Agreement.

          Settlement Report - a report delivered by Agent to Lenders summarizing
     the amount of the outstanding Revolver Loans as of the Settlement Date and
     the calculation of the Borrowing Base as of such Settlement Date.

          Slow-Moving Goods - on any date, Finished Goods of Remington (i) which
     have not been sold by Remington for more than 12 months prior to such date
     (except for goods consisting of a new product line introduced within the
     12-month period prior to such date) or (ii) the aggregate Value of which on
     such date exceeds the aggregate Values of all goods of the same type that
     were sold by Remington during the 12-month period prior to such date.

          Solvent - as to any Person, such Person (i) owns Property whose fair
     saleable value is greater than the amount required to pay all of such
     Person's Debts (including contingent Debts), (ii) is able to pay all of its
     Debts as such Debts mature, (iii) has capital sufficient to carry on its
     business and transactions and all business and transactions in which it is
     about to engage and (iv) is not "insolvent" within the meaning of Section
     101(32) of the Bankruptcy Code or any other Applicable Law (including the
     Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
     any other law pertaining to fraudulent transfers or acts voidable by
     creditors).

                                     - 32 -



          Solvency Certificate - a certificate addressed to Agent and Lenders,
     and in form and scope reasonably acceptable to them, that (i) is executed
     by a Senior Officer and (ii) sets forth, as of the date of such
     certificate, a pro forma GAAP Consolidated balance sheet, pro forma fair
     market value Consolidated balance sheet, and Projections showing Borrowers'
     Projected Availability and working capital for the 12-month period
     following the date of the certificate, and giving pro forma effect to the
     proposed Distribution or other transaction on account of which such
     certificate is required.

          Spare Parts and WIP Inventory - those categories of Remington's
     Inventory identified as "spare parts and work-in-process" on the appraisal
     report of Inventory dated December 30, 2002, prepared by Jay, Cobb & Marley
     Collateral Services for Agent.

          Special Distribution - a Distribution to be made by Remington to
     Holding on or about the Closing Date in an aggregate amount of
     $100,000,000, to be funded solely from the proceeds of the New Senior
     Notes.

          Subordinated Debt - unsecured Debt incurred by Remington that is
     expressly subordinated and made junior to the payment and performance of
     all of its Obligations and contains terms and conditions (including
     interest rate, amount of debt, terms of repayment and subordination terms)
     that are satisfactory to Agent.

          Subordinated Note Indenture - the Indenture dated as of
     November 30, 1993, among Holding, Remington and First Trust National
     Association, as Trustee, with respect to the Existing Subordinated Notes.

          Subsidiary - for either Borrower, any Person in which more than 50% of
     its outstanding Voting Stock or more than 50% of all Equity Interests is
     owned, directly or indirectly, by such Borrower, by one or more other
     Subsidiaries of such Borrower or by such Borrower and one or more other
     Subsidiaries.

          Subsidiary Guarantors - the Initial Subsidiary Guarantors and each
     Domestic Subsidiary that hereafter becomes a Subsidiary Guarantor pursuant
     to Section 10.2.19.

          Subsidiary Guaranty - a guarantee to be executed by a Subsidiary
     Guarantor in favor of Agent for the benefit of the Lender Group and by
     which such Subsidiary Guarantor shall guarantee payment and performance of
     the Obligations, which guarantee shall be in form and substance
     satisfactory to Agent.

          Supermajority Lenders - at any date of determination thereof, Lenders
     having Revolver Commitments representing more than 66-2/3% of the aggregate
     Revolver Commitments at such time; provided, however, that if any Lender
     shall be in breach of any of its obligations hereunder to Borrowers or
     Agent, including any breach resulting from its failure to honor its
     Revolver Commitment in accordance with the terms of this Agreement, then
     for so long as such breach continues, the term "Supermajority Lenders"
     shall mean Lenders (excluding each Lender that is in breach of its
     obligations hereunder) having Revolver Commitments representing more than
     66-2/3% of the aggregate Revolver Commitments (excluding the Revolver
     Commitments of the Lender that is in breach of its obligations hereunder)
     at such time; provided further, however, that if the Revolver Commitments
     have been terminated, the term "Supermajority Lenders" shall mean Lenders
     (excluding each Lender that is in breach of its obligations hereunder)
     holding Revolver Loans representing more

                                     - 33 -



     than 66-2/3% of the aggregate principal amount of Revolver Loans
     outstanding (excluding all Revolver Loans of the Lender that is in breach
     of its obligations hereunder) at such time.

          Syndication Agent - shall have the meaning ascribed to it in the
     preamble to this Agreement.

          Syndication Fee Letter - the letter agreement dated January 6, 2003
     between Remington, Wachovia and Arranger.

          Taxes - any present or future taxes, levies, imposts, duties, fees,
     assessments, deductions, withholdings or other charges of whatever nature,
     including income, receipts, excise, property, sales, use, transfer,
     license, payroll, withholding, social security and franchise taxes now or
     hereafter imposed, assessed or levied by any Governmental Authority and all
     interest, penalties, additions to tax and similar liabilities with respect
     thereto.

          Title Company - shall have the meaning ascribed to it in
      Section 10.1.11.

          Transferee - as defined in Section 14.3.3 of this Agreement.

          Type - any type of a Revolver Loan determined with respect to the
     interest option applicable thereto, which shall be either a Euro-Dollar
     Loan or a Base Rate Loan.

          UCC - the Uniform Commercial Code (or any successor statute) as
     adopted and in force in the State of New York or, when the laws of any
     other state govern the method or manner of the perfection or enforcement of
     any security interest in any of the Collateral, the Uniform Commercial Code
     (or any successor statute) of such state.

          Upstream Payment - a payment or distribution of cash or other Property
     by a Subsidiary to a Borrower, whether in repayment of Debt owed by such
     Subsidiary to such Borrower, as a dividend or Distribution on account of
     such Borrower's ownership of Equity Interests or otherwise.

          U.S. Dollars and the sign $ - lawful money of the United States of
     America.

          Value - with reference to the value of Inventory on any date, value
     determined on the basis of the lower of cost or market of such Inventory on
     such date, with the cost thereof calculated on a first-in, first-out basis,
     determined in accordance with GAAP; and, with reference to the value of
     Equipment on any date, value determined on the basis of the orderly
     liquidation value of such Equipment, determined pursuant to one or
     appraisals of such Equipment last received by Agent prior to such date.

          Voting Stock - Securities of any class or classes of a corporation the
     holders of which are ordinarily, in the absence of contingencies, entitled
     to elect a majority of the corporate directors (or Persons performing
     similar functions).

          Wachovia - Wachovia Bank, National Association, a national bank, and
     its successors and assigns.

          Wal-Mart - Wal-Mart Stores, Inc., a Delaware corporation, or any
     Subsidiary thereof.

                                     - 34 -



          Wachovia Indemnitees - Wachovia and all of its present and future
     officers, directors and agents.

          Wholly Owned Subsidiary - as to any Person, a corporation, partnership
     or other entity 80% or more of the Equity Interests having voting power of
     which is owned of record and beneficially (directly or indirectly) by such
     Person.

     1.2.  Accounting Terms. Unless otherwise specified herein, all terms of an
accounting character used in this Agreement shall be interpreted, all accounting
determinations under this Agreement shall be made, and all financial statements
required to be delivered under this Agreement shall be prepared in accordance
with GAAP, applied on a basis consistent with the most recent audited
Consolidated financial statements of Borrowers and their Consolidated
Subsidiaries heretofore delivered to Agent and Lenders and using the same method
for Inventory valuation as used in such audited financial statements, except for
any change required by GAAP unless (i) Borrowers shall have objected to
determining such compliance on such basis at the time of delivery of such
financial statements or (ii) Agent or any Lender shall so object in writing
within 30 days after the delivery of such financial statements, in either of
which events such calculations shall be made on a basis consistent with those
used in the preparation of the latest financial statements as to which such
objection shall not have been made. In the event of any change in GAAP that
occurs after the date of this Agreement and that is material to a Borrower,
either (i) Agent, Lenders and Borrowers mutually shall agree that Borrowers will
make conforming adjustments to any financial covenants set forth in this
Agreement, or the components thereof, that are affected by such change or (ii)
Agent may require that Borrowers shall report their covenant compliance based on
GAAP as in effect immediately prior to the occurrence of such change with a
reconciliation to GAAP as in effect after the occurrence of such change.

     1.3.  UCC Terms. All other terms contained in this Agreement shall have,
when the context so indicates, the meanings provided for by the UCC to the
extent the same are used or defined therein.

     1.4.  Certain  Matters of  Construction. The  terms  "herein,"  "hereof"
and "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular section, paragraph or subdivision. Any pronoun
used shall be deemed to cover all genders. In the computation of periods of time
from a specified date to a later specified date, the word "from" means "from and
including" and the words "to" and "until" each means "to but excluding." The
section titles, table of contents and list of exhibits appear as a matter of
convenience only and shall not affect the interpretation of this Agreement. All
references to statutes and related regulations shall include any amendments of
same and any successor statutes and regulations; any of the Credit Documents
shall include any and all amendment or modifications thereto and any and all
restatements, extensions or renewals thereof; to any Person shall mean and
include the successors and permitted assigns of such Person; to "including" and
"include" shall be understood to mean "including, without limitation"; to
"writing" or "written" shall be understood to refer to printing, typing,
computer disk, e-mail and other means of producing words in a visible form; and
to the time of day shall mean the time of day on the day in question in New
York, New York unless otherwise expressly provided in this Agreement. A Default
or an Event of Default shall be deemed to exist at all times during the period
commencing on the date that such Default or Event of Default occurs to the date
on which such Default or Event of Default is waived in writing pursuant to this
Agreement or, in the case of a Default, is cured within any period of cure
expressly provided in this Agreement; and an Event of Default shall "continue"
or be "continuing" until such Event of Default has been waived in writing by
Agent. Whenever the phrase "to the best of a Borrower's knowledge" or words of
similar import relating to the knowledge or the awareness of such Borrower is
used herein, such phrase shall mean and refer to (i) the actual knowledge of a
Senior Officer of such Borrower or (ii) the knowledge that a Senior Officer
would have obtained if he had engaged in a good faith and diligent performance
of his duties,

                                     - 35 -



including the making of such reasonable specific inquiries as may be necessary
of the officers, employees or agents of an Obligor and a good faith attempt to
ascertain the existence or accuracy of the matter to which such phrase relates.
All calculations of Value shall be in U.S. Dollars, all Revolver Loans made
hereunder shall be funded in U.S. Dollars, and all amounts payable in respect of
any of the Obligations shall be paid in U.S. Dollars. Any Lien referred to in
this Agreement or any of the other Credit Documents as having been created in
favor of Agent, any agreement entered into by Agent pursuant to this Agreement
or any of the other Credit Documents, any payment made by or to or funds
received by Agent pursuant to or as contemplated by any of the Credit Documents,
or any other act taken or omitted to be taken by Agent shall, unless otherwise
expressly provided, be created, entered into, made or received, or taken or
omitted for the benefit or account of the Lender Group.

SECTION 2.   CREDIT FACILITIES

     Subject to the terms and conditions of, and in reliance upon the
representations and warranties made in, this Agreement and the other Credit
Documents, Lenders severally agree to the extent and in the manner hereinafter
set forth to make their respective Pro Rata shares of the Revolver Commitments
available to Borrowers, in an aggregate amount of $125,000,000 under the
Revolver Commitments, as follows:

     2.1. REVOLVER FACILITY

          2.1.1. Revolver Loans. Each Lender agrees, severally to the extent of
its Revolver Commitment and not jointly with the other Lenders, upon the terms
and subject to the conditions set forth herein, to make Revolver Loans to
Borrowers on any Domestic Business Day during the period from the date hereof
through the Domestic Business Day before the last day of the Committed Term, not
to exceed in aggregate principal amount outstanding at any time such Lender's
Revolver Commitment at such time, which Revolver Loans may be repaid and
reborrowed in accordance with the provisions of this Agreement; provided,
however, that Lenders shall have no obligation to Borrowers whatsoever to make
any Revolver Loan on or after the Commitment Termination Date or if at the time
of the proposed funding thereof the aggregate principal amount of all of the
Revolver Loans and Pending Revolver Loans then outstanding exceeds, or would
exceed after the funding of such Revolver Loan, the Borrowing Base. Each
Borrowing of Revolver Loans shall be funded by each Lender in an amount equal to
its Pro Rata share thereof (except for Revolver Loans funded by Wachovia as
Settlement Loans). The Revolver Loans shall bear interest as set forth in
Section 3.1 hereof. Each Revolver Loan shall, at the option of Borrowers, be
made or continued as, or converted into, part of one or more Borrowings that,
unless specifically provided herein, shall consist entirely of Base Rate Loans
or Euro-Dollar Loans.

          2.1.2. Out-of-Formula Loans. If the unpaid balance of Revolver
Loans outstanding at any time should exceed the Borrowing Base at such time (an
"Out-of-Formula Condition"), such Revolver Loans shall nevertheless constitute
Obligations that are secured by Collateral and entitled to all of the benefits
of the Credit Documents. If Lenders are willing in their sole and absolute
discretion to make Out-of-Formula Loans, such Out-of-Formula Loans shall be
payable on demand and shall bear interest at the Default Rate; provided that, if
Lenders do make Out-of-Formula Loans, neither Agent nor any Lender shall be
deemed thereby to have changed the limits of the Borrowing Base or be obligated
to honor future requests for Revolver Loans when an Out-of-Formula Condition
exists or would result therefrom.

          2.1.3. Use of Proceeds. The proceeds of the Revolver Loans
shall be used by each Borrower solely for one or more of the following purposes:
(i) to pay any Debt that is secured by a Lien upon any of the Collateral,
including Debt outstanding under the Existing Credit Agreement; (ii) to redeem,
to the extent not

                                     - 36 -



redeemed with the proceeds of the New Senior Notes, the remaining unpaid amount
of the Existing Subordinated Notes; (iii) to pay the fees and transaction
expenses associated with the closing of the transactions described herein; (iv)
to pay any of the Obligations; (v) in the case of Factors, solely to pay the
purchase price for Accounts purchased from Remington; and (vi) to make
expenditures for other lawful corporate purposes of each Borrower to the extent
such expenditures are not prohibited by this Agreement or Applicable Law. In no
event may any Revolver Loan proceeds be used by a Borrower to purchase or to
carry, or to reduce, retire or refinance any Debt incurred, or to reduce, retire
or refinance any Debt incurred to purchase or carry, any Margin Stock or for any
related purpose that violates the provisions of Regulations T, U or X of the
Board of Governors; or to fund any Distribution except to the extent that the
funding thereof with the proceeds of the Revolvers Loans is expressly permitted
by Section 10.2.7. If any Revolver Loans are funded on any date that there is
outstanding any amount owing by Factors to Remington, then such Revolver Loans
shall be deemed to have been disbursed for the benefit of Factors in payment of
such unpaid amount owed by Factors to Remington, regardless of whether or not
the proceeds of such Revolver Loans are disbursed to an account of Factors or
Remington.

          2.1.4. Revolver Notes. The Revolver Loans made by each Lender
and interest accruing thereon shall be evidenced by the records of Agent and
such Lender and by the Revolver Note payable to such Lender, which shall be
executed by each Borrower, completed in conformity with this Agreement and
delivered to such Lender on the Closing Date. All outstanding principal amounts
and accrued interest under the Revolver Loans shall be due and payable as set
forth in Section 5.2 hereof.

          2.1.5. Adjustments to Advance Rates. Each Borrower
acknowledges that the Applicable Accounts Percentage and the Applicable
Inventory Percentage have been established based upon Agent's initial
determination of the loan value of each Borrower's Eligible Accounts and
Eligible Inventory as of the date of this Agreement. Agent may from time to time
adjust the Applicable Accounts Percentage or the Applicable Inventory
Percentage, or both, and any such adjustment shall become effective immediately
upon Agent's giving notice thereof to Borrowers; provided, however, that no
increase in the Applicable Accounts Percentage above the level in effect on the
Closing Date shall be authorized unless approved by all Lenders in writing; any
increase in the Applicable Inventory Percentage shall not be authorized unless
approved by the Supermajority Lenders in writing, except for an adjustment to
the Applicable Inventory Percentage to a level less than or equal to the level
in effect on the Closing Date, as contemplated in the definition of "Applicable
Inventory Percentage"; and Agent shall in all events make any adjustments to the
Applicable Accounts Percentage if and to the extent directed to do so in writing
by all Lenders, and any adjustments to the Applicable Inventory Percentage if
and to the extent directed to do so in writing by the Supermajority Lenders.

          2.1.6. Voluntary Reductions of Revolver Commitments. The
Borrowers shall have the right to reduce the amount of the Revolver Commitments
at any time and from time to time upon written notice to Agent of such
reduction, which notice shall specify the amount of such reduction shall be
irrevocable once given, and shall be given at least 10 Domestic Business Days
prior to the date of such reduction; provided, however, that any partial
reduction shall be made in an amount not less than $5,000,000 and in the
integral multiples of $1,000,000 in excess thereof. The effective date of any
voluntary reduction of the Revolver Commitments shall be 10 Domestic Business
Days after such notice is received by Agent. Each such voluntary reduction shall
be applied ratably among the Lenders' Revolver Commitments. If on the effective
date of any such reduction in the Revolver Commitments and after giving effect
thereto an Out-of-Formula Condition exists, then the provisions of Section
5.2.1(iii) hereof shall apply, except that such repayment shall be due
immediately upon such effective date without further notice to or demand upon
Borrowers. If the Revolver Commitments are reduced to zero, then such reduction
shall be deemed a termination of the Revolver

                                     - 37 -



Commitments by Borrowers pursuant to Section 6.2.2 hereof. The Revolver
Commitments once reduced may not be reinstated without the written consent of
all Lenders.

     2.2. RESERVED

     2.3. LC FACILITY.

          2.3.1. Issuance of Letters of Credit. Subject to all of the terms and
conditions hereof, LC Issuer agrees, during the Committed Term, to issue one or
more Letters of Credit on a Borrower's request therefor from time to time:

               (i)     Whenever a Borrower desires that Letter of Credit be
     issued for a Borrower's account, Borrowers shall deliver to LC Issuer a
     Letter of Credit Request for the issuance of such Letter of Credit not
     later than 5 Domestic Business Days prior to the proposed date of issuance
     of the Letter of Credit, such request to be irrevocable and to specify the
     original face amount of the Letter of Credit requested, the effective date
     (which date shall be a Domestic Business Day) of issuance of such requested
     Letter of Credit, the date on which such requested Letter of Credit is to
     expire (which date shall be at least one Domestic Business Day prior to the
     last day of the Committed Term), the purpose for which such Letter of
     Credit is to be issued and the name and address of the beneficiary of the
     requested Letter of Credit. If so requested by LC Issuer, Borrowers shall
     attach to such notice the form of the proposed Letter of Credit that a
     Borrower requests be issued. Letters of Credit may be requested by
     Borrowers only if such Letters of Credit are to be used to support
     obligations of a Borrower incurred in the Ordinary Course of Business,
     including worker's compensation and other insurance obligations of a
     Borrower on a standby basis or for such other purposes as Agent may approve
     from time to time in writing.

               (ii)    The obligation of LC Issuer to issue any Letter of Credit
     is subject to the satisfaction of the conditions precedent contained in
     Section 11 hereof and the following additional conditions precedent, all in
     a manner satisfactory to LC Issuer: (a) Borrowers shall have delivered to
     LC Issuer, at such times and in such manner as LC Issuer or Agent may
     prescribe, an LC Application in form and substance satisfactory to LC
     Issuer for the issuance of Letter of Credit and such other documents as may
     be required pursuant to the terms thereof; (b) no Default or Event of
     Default exists at the time of the request for the issuance of the proposed
     Letter of Credit or on the issuance date or after giving effect thereto;
     (c) Agent shall have determined that, after giving effect to the issuance
     of the requested Letter of Credit and all other unissued Letters of Credit
     for which an LC Application has been submitted to LC Issuer, the LC
     Obligations would not exceed $15,000,000, no Out-of-Formula Condition would
     exist, and, if no Revolver Loans are then outstanding, the LC Obligations
     do not exceed the Borrowing Base; (d) the currency in which payment is to
     be made under the requested Letter of Credit is U.S. Dollars; (e) the
     expiry date of the requested Letter of Credit occurs at least 1 Domestic
     Business Day prior to the last day of the Committed Term and all of the
     other terms, as well as the form of the requested Letter of Credit, are
     acceptable to LC Issuer; and (f) the issuance of the requested Letter of
     Credit would not cause all LC Obligations then outstanding to exceed any
     limit imposed by law or regulation upon LC Issuer. Promptly after the
     issuance of each Letter of Credit, LC Issuer shall give Agent notice of the
     issuance thereof and Agent shall give each Lender notice of such issuance.
     In determining whether to honor any request for a drawing under a Letter of
     Credit, LC Issuer shall have no obligation to any Lender other than to
     confirm that any certificates or other documents required to be delivered
     under Letter of Credit in connection with such

                                     - 38 -



     drawing have been presented and appear on their face to comply with the
     requirements of the Letter of Credit.

               (iii)   Borrowers jointly and severally agree to reimburse LC
     Issuer for any draw under each Letter of Credit as hereinafter provided and
     to pay to Agent, for the benefit of LC Issuer, the amount of all other
     liabilities and obligations payable to LC Issuer under or in connection
     with such Letter of Credit immediately when due, irrespective of any claim,
     setoff, defense or other right that a Borrower may have at any time against
     LC Issuer or any other Person. If LC Issuer shall pay any amount under a
     Letter of Credit, then Borrowers shall be jointly and severally obligated
     to pay to LC Issuer, in U.S. Dollars on the first Domestic Business Day
     following the date on which payment was made by LC Issuer under such Letter
     of Credit (the "Reimbursement Date"), an amount equal to the amount paid by
     LC Issuer under such Letter of Credit together with interest from and after
     the date of LC Issuer's payment under such Letter of Credit until payment
     in full is made by Borrowers at a variable rate per annum in effect from
     time to time hereunder for Revolver Loans constituting Base Rate Loans.
     Each Borrower assumes all risks of the acts, omissions or misuses of any
     Letter of Credit by the beneficiary thereof. The obligation of Borrowers to
     reimburse LC Issuer for any payment under any Letter of Credit shall be
     absolute, unconditional and irrevocable and shall be paid without regard to
     any lack of validity or enforceability of any Letter of Credit or any LC
     Documents; the existence of any claim, setoff, defense or other right which
     a Borrower may have at any time against a beneficiary of any Letter of
     Credit or any transferee of any Letter of Credit (or any Person for whom
     any such transferee may be acting), LC Issuer, Agent, any Lender or any
     other Person, whether in connection with this Agreement, any Letter of
     Credit, any of the LC Documents, the transactions contemplated herein or
     any unrelated transaction; any draft, certificate or any other document
     presented under any Letter of Credit proving to be forged, fraudulent,
     invalid or insufficient in any respect or any statement therein being
     untrue or inaccurate in any respect; the surrender or impairment of any
     security for the performance or observance of any of the terms of any of
     the Credit Documents; payment by the LC Issuer under any Letter of Credit
     against presentation of any draft or certificate that does not comply with
     the terms of such Letter of Credit, except payment resulting from the gross
     negligence or willful misconduct of the LC Issuer; or any other
     circumstances or happenings whatsoever, whether or not similar to any of
     the foregoing, except circumstances or happenings resulting from the gross
     negligence or willful misconduct of the LC Issuer. If any LC Obligations
     are not repaid in accordance with the applicable LC Reimbursement Agreement
     or this Section 2.3.1(iii), then Agent shall be authorized (but not
     required) to make a Settlement Loan in the amount of such payment and to
     disburse the proceeds thereof to the LC Issuer, and notwithstanding the
     occurrence or continuance of a Default or an Event of Default at the time
     of such payment, such Settlement Loan shall be subject to the provisions of
     Section 4.1.3 and the absolute obligations of Lenders to pay for their
     respective participating interests in such Settlement Loan.

               (iv)    No Letter of Credit shall be extended or amended in any
     respect that is not solely ministerial, unless all of the conditions
     applicable for the issuance of a new Letter of Credit have been satisfied
     with respect to such Letter of Credit.

          2.3.2. Participations.

               (i)     Immediately upon the issuance of any Letter of Credit by
     LC Issuer, each Lender shall be deemed to have irrevocably and
     unconditionally purchased and received, without recourse or warranty, an
     undivided interest and participation in such Letter of Credit, equal to
     such Lender's Pro Rata share of the face amount thereof, and in all LC
     Obligations with respect thereto (other than

                                     - 39 -



     amounts owing to LC Issuer under Section 3.2.4 hereof), and any security
     therefor or guaranty pertaining thereto; provided, however, that if LC
     Issuer shall have received written notice from a Lender on or before the
     Domestic Business Day immediately prior to the date of LC Issuer's issuance
     of a Letter of Credit that one or more of the conditions set forth in
     Section 11 or Section 2.3.1 is not then satisfied, LC Issuer shall have no
     obligation to issue (and shall not issue) the requested Letter of Credit or
     any other Letter of Credit until such notice is withdrawn in writing by
     that Lender or until the Required Lenders have effectively waived such
     condition in accordance with this Agreement. In no event shall LC Issuer be
     deemed to have notice or knowledge of the existence of any Default or Event
     of Default or the failure of any of the conditions in Section 11 or 2.3.1
     to be satisfied prior to its receipt of such notice from a Lender.

               (ii)    If LC Issuer makes any payment under a Letter of Credit
     and Borrowers do not repay or cause to be repaid the amount of such payment
     on the Reimbursement Date, LC Issuer shall promptly notify Agent, which
     shall promptly notify each Lender, of such payment and each Lender shall
     promptly (and in any event within 1 Domestic Business Day after its receipt
     of notice from Agent) and unconditionally pay to Agent, for the account of
     LC Issuer, in immediately available funds, the amount of such Lender's Pro
     Rata share of such payment, and Agent shall promptly pay such amounts to LC
     Issuer. If a Lender does not make its Pro Rata share of the amount of such
     payment available to Agent on a timely basis as herein provided, such
     Lender agrees to pay to Agent for the account of LC Issuer, forthwith on
     demand, such amount together with interest thereon at the Federal Funds
     Rate until paid. The failure of any Lender to make available to Agent for
     the account of LC Issuer such Lender's Pro Rata share of the LC Obligations
     shall not relieve any other Lender of its obligation hereunder to make
     available to Agent its Pro Rata share of the LC Obligations, but no Lender
     shall be responsible for the failure of any other Lender to make available
     to Agent its Pro Rata share of the LC Obligations on the date such payment
     is to be made.

               (iii)   Whenever LC Issuer receives a payment from or on behalf
     of any LC Obligor on account of any LC Obligations as to which Agent has
     previously received for the account of and paid to LC Issuer payment from a
     Lender pursuant to this Section 2.3.2, LC Issuer shall promptly pay to
     Agent for the benefit of such Lender, such Lender's Pro Rata share of the
     amount of such payment received from or on behalf of Borrowers. Each such
     payment shall be made by LC Issuer on the Domestic Business Day on which LC
     Issuer receives immediately available funds pursuant to the immediately
     preceding sentence, if received prior to 11:00 a.m. on such Domestic
     Business Day, and otherwise on the next succeeding Domestic Business Day.

               (iv)    Upon the request of any Lender, LC Issuer shall furnish
     to such Lender copies of any LC Documents and such other documentation as
     may be reasonably requested by such Lender.

               (v)     The obligation of each Lender to make payments to Agent
     for the account of LC Issuer in connection with LC Issuer's payment under a
     Letter of Credit shall be absolute, unconditional and irrevocable, not
     subject to any counterclaim, setoff, qualification or exception whatsoever,
     and shall be made in accordance with the terms and conditions of this
     Agreement under all circumstances and irrespective of whether or not any LC
     Obligor may assert or have any claim for any lack of validity or
     unenforceability of this Agreement, any of the LC Documents or any other
     Credit Documents; the existence of any Default or Event of Default; any
     draft, certificate or other document presented under a Letter of Credit
     having been determined to be forged, fraudulent, invalid or insufficient in
     any respect or any statement therein being untrue or inaccurate in any
     respect; the surrender or impairment of any Collateral for any of the
     Obligations or the performance or observation

                                     - 40 -



     of any of the terms of any of the Credit Documents; payment by the LC
     Issuer under any Letter of Credit against presentation of any draft or
     certificate that does not comply with the terms of such Letter of Credit,
     except for payment resulting from the gross negligence or willful
     misconduct of the LC Issuer; the existence of any claim, setoff, defense or
     other right that a Borrower may have at any time against a beneficiary
     named in a Letter of Credit or any transferee of any Letter of Credit (or
     any Person for whom any such transferee may be acting), the LC Issuer, any
     Lender or any other Person, whether in connection with this Agreement, any
     LC Documents, the transactions contemplated herein or any unrelated
     transaction; or any other circumstances or happenings whatsoever, whether
     or not similar to any of the foregoing, except circumstances or happenings
     resulting from the gross negligence or willful misconduct of the LC Issuer.

               (vi)    Neither LC Issuer nor any of its officers, directors,
     employees or agents shall be liable to any Lender Group Member for any
     action taken or omitted to be taken under or in connection with any of the
     LC Documents except as a result of actual gross negligence or willful
     misconduct on the part of LC Issuer. LC Issuer does not assume any
     responsibility for any failure or delay in performance or breach by a
     Borrower or any other Person of any of its obligations under any of the LC
     Documents. LC Issuer does not make to Lenders any express or implied
     warranty, representation or guaranty with respect to the LC Obligations,
     the LC Documents, or any LC Obligor. LC Issuer shall not be responsible to
     any Lender for any recitals, statements, information, representations or
     warranties contained in, or for the execution, validity, genuineness,
     effectiveness or enforceability of or any of the LC Documents; the
     validity, genuineness, enforceability, collectibility, value or sufficiency
     of any of the Collateral or the perfection of any Lien therein; or the
     assets, liabilities, financial condition, results of operations, business,
     creditworthiness or legal status of Borrowers, any other Obligor or any
     Account Debtor. In connection with its administration of and enforcement of
     rights or remedies under any of the LC Documents, LC Issuer shall be
     entitled to act, and shall be fully protected in acting upon, any
     certification, notice or other communication in whatever form believed by
     LC Issuer, in good faith, to be genuine and correct and to have been signed
     or sent or made by a proper Person. LC Issuer may consult with and employ
     legal counsel, accountants and other experts and to advise it concerning
     its rights, powers and privileges under the LC Documents and shall be
     entitled to act upon, and shall be fully protected in any action taken in
     good faith reliance upon, any advise given by such experts. LC Issuer may
     employ agents and attorneys-in-fact in connection with any matter relating
     to the LC Documents and shall not be liable for the negligence, default or
     misconduct of any such agents or attorneys-in-fact selected by LC Issuer
     with reasonable care. LC Issuer shall not have any liability to any Lender
     Group Member by reason of LC Issuer's refraining to take any action under
     any of the LC Documents without having first received written instructions
     from the Required Lenders to take such action.

          2.3.3. Cash Collateral Account. If any LC Obligations, whether or not
then due or payable, shall for any reason exist (x) at any time when an Event of
Default has occurred and is continuing, (y) on any date that Availability is
less than zero, or (z) on or at any time after the Commitment Termination Date,
then Borrowers shall, on demand by Agent or the Required Lenders, forthwith
deposit with Agent, in cash, an amount equal to the maximum aggregate amount of
all LC Obligations then outstanding. If Borrowers fail to make such deposit on
the first Domestic Business Day following Agent's or the Required Lenders'
demand therefor, Lenders may (and shall upon direction of the Required Lenders)
advance such amount as Revolver Loans (whether or not an Out-of-Formula
Condition is created thereby and irrespective of the occurrence of the
Commitment Termination Date). Such cash (together with any interest accrued
thereon) shall be held by Agent in the Cash Collateral Account and may be
invested, as so directed by Agent in its discretion, in Cash Equivalents. Each
Borrower hereby pledges to Agent and grants to Agent a security interest in all
Cash

                                     - 41 -



Collateral held in the Cash Collateral Account from time to time and all
proceeds thereof, as security for the payment of all Obligations, whether or not
then due or payable. From time to time after cash is deposited in the Cash
Collateral Account, Agent shall apply Cash Collateral then held in the Cash
Collateral Account to the payment of any amounts, in such order as Agent may
elect, as shall be or shall become due and payable by Borrowers to either of
Agent or any Lender with respect to the LC Obligations which may be then
outstanding. No Borrower nor any other Person claiming by, through or under or
on behalf of such Borrower shall have any right to withdraw any of the Cash
Collateral held in the Cash Collateral Account, including any accrued interest,
provided that upon termination or expiration of all Letters of Credit and the
payment and satisfaction of all of the LC Obligations outstanding, any Cash
Collateral remaining in the Cash Collateral Account shall be returned to
Borrowers unless an Event of Default then exists (in which event Agent may apply
such Cash Collateral to the payment of any other Obligations outstanding, as
directed by Agent, with any surplus to be turned over to Borrowers).

          2.3.4. Indemnification.

               (i)     In addition to any other indemnity which Borrowers may
     have to Agent, LC Issuer or any Lender under this Agreement or any of the
     other Credit Documents and without limiting such other indemnification
     provisions, Borrowers hereby agree jointly and severally to indemnify each
     of the Lender Group Indemnitees from and to defend and hold each of the
     Lender Group Indemnitees harmless against any and all Indemnified Claims
     that any one or more of them may (other than as the result of their own
     gross negligence or willful misconduct) incur or be subject to as a
     consequence, directly or indirectly, of (x) the issuance of, payment or
     failure to pay or any performance or failure to perform under any Letter of
     Credit or LC Documents, or (y) any suit, investigation or proceeding as to
     which any Lender Group Indemnitee may become a party to as a consequence,
     directly or indirectly, of the issuance of any Letter of Credit or payment
     or failure to pay thereunder or (z) any action, suit or other proceeding to
     recover, set aside or reclaim any amount paid by or on behalf of Borrowers,
     or from any proceeds of Collateral, to or for the benefit of any Lender
     Group Indemnitee on account of any of the LC Obligations. This indemnity
     shall survive payment in full of the Obligations and termination of the
     Revolver Commitments.

               (ii)    Each Lender agrees to indemnify and defend each of the LC
     Issuer Indemnitees (to the extent that the LC Issuer Indemnitees are not
     reimbursed by Borrowers or any other Obligor, but without limiting the
     indemnification obligations of Borrowers under this Agreement), from and
     against, and to pay their Pro Rata share of, any and all Indemnified Claims
     that may be imposed on, incurred by or asserted against any of the LC
     Issuer Indemnitees in any way related to or arising out of (x) LC Issuer's
     administration or enforcement of rights or remedies under any of the LC
     Documents or any of the transactions contemplated therein (including costs
     and expenses which each Borrower is obligated to pay under Section 15.2
     hereof), or (y) any Indemnified Claim against which each Borrower has
     indemnified LC Issuer Indemnitees pursuant to Section 2.3.4(i), provided
     that no Lender shall be liable to any of the LC Issuer Indemnitees for any
     of the foregoing to the extent that they result solely from the willful
     misconduct or gross negligence of such LC Issuer. This indemnity shall
     survive payment in full of the Obligations and termination of the Revolver
     Commitments.

                                     - 42 -



SECTION  3.  INTEREST, FEES AND CHARGES

     3.1. INTEREST

          3.1.1. Rates of Interest. Each Borrower agrees to pay interest in
respect of all unpaid principal amounts of the Revolver Loans from the
respective dates such principal amounts are advanced until paid (whether at
stated maturity, on acceleration or otherwise) at a rate per annum equal to the
applicable rate indicated below:

               (i)     for Revolver Loans made or outstanding as Base Rate
     Loans, the Applicable Margin plus the Alternate Base Rate in effect from
     time to time; or

               (ii)    for Revolver Loans made or outstanding as Euro-Dollar
     Loans, the Applicable Margin plus the relevant Adjusted London Interbank
     Offered Rate for the applicable Interest Period selected by each Borrower
     in conformity with this Agreement.

     Upon determining the Adjusted London Interbank Offered Rate for any
Interest Period requested by Borrowers, Agent shall promptly notify Borrowers
thereof by telephone and, if so requested by Borrowers, confirmed in writing.
Such determination shall, absent manifest error, be final, conclusive and
binding on all parties and for all purposes. The applicable rate of interest for
all Revolver Loans bearing interest based upon the Alternate Base Rate shall be
increased or decreased, as the case may be, by an amount equal to any increase
or decrease in the Alternate Base Rate, with such adjustments to be effective as
of the opening of business on the day that any such change in the Alternate Base
Rate becomes effective. Interest on each Revolver Loan shall accrue from and
including the date on which such Revolver Loan is made, converted to a Revolver
Loan of another Type or continued as a Euro-Dollar Loan to (but excluding) the
date of any repayment thereof; provided, however, that, if a Revolver Loan is
repaid on the same day made, one day's interest shall be paid on such Revolver
Loan. The Alternate Base Rate on the date of this Agreement is 4.25% per annum
and, therefore, the rate of interest in effect hereunder on such date, expressed
in simple interest terms, is 5.25% per annum with respect to any portion of the
Revolver Loans bearing interest as a Base Rate Loan.

          3.1.2. Conversions and Continuations.

               (i)     Each Borrower may on any Domestic Business Day, subject
     to the giving of a proper Notice of Conversion/Continuation as hereinafter
     described, elect (A) to continue all or any part of a Euro-Dollar Loan by
     selecting a new Interest Period therefor, to commence on the last day of
     the immediately preceding Interest Period, or (B) to convert all or any
     part of a Revolver Loan of one Type into a Revolver Loan of another Type;
     provided, however, that no outstanding Revolver Loans, or any part thereof,
     may be converted into or continued as Euro-Dollar Loans when any Default or
     Event of Default exists. Any conversion of a Euro-Dollar Loan into a Base
     Rate Loan shall be made on the last day of the Interest Period for such
     Euro-Dollar Loan. Any conversion or continuation made with respect to less
     than the entire outstanding balance of the Revolver Loans, must be
     allocated among Lenders on a pro rata basis, and the Interest Period for
     such Revolver Loans converted into or continued as Euro-Dollar Loans shall
     be coterminous for each Lender.

               (ii)    Whenever Borrowers desire to convert or continue
     Revolver Loans under Section 3.1.2(i), Borrowers shall give Agent written
     notice (or telephonic notice promptly confirmed in writing) substantially
     in the form of Exhibit C ("Notice of Conversion/Continuation"), signed by
     an authorized officer of a Borrower, at least 1 Domestic Business Day
     before the requested conversion

                                     - 43 -



     date, in the case of a conversion into Base Rate Loans, and at least 3
     Domestic Business Days before the requested conversion or continuation
     date, in the case of a conversion into or continuation of Euro-Dollar
     Loans. Promptly after receipt of a Notice of Conversion/Continuation, Agent
     shall notify each Lender in writing of the proposed conversion or
     continuation. Each such Notice of Conversion/Continuation shall be
     irrevocable and shall specify the aggregate principal amount of the
     Revolver Loans to be converted or continued, the date of such conversion or
     continuation (which shall be a Domestic Business Day) and whether the
     Revolver Loans are being converted into or continued as Euro-Dollar Loans
     (and, if so, the duration of the Interest Period to be applicable thereto)
     or Base Rate Loans. If, upon the expiration of any Interest Period in
     respect of any Euro-Dollar Loans Borrowers shall have failed to deliver the
     Notice of Conversion/Continuation, Borrowers shall be deemed to have
     elected to convert such Euro-Dollar Loans to Base Rate Loans.

          3.1.3. Interest Periods. In connection with the making or continuation
of, or conversion into, each Borrowing of Euro-Dollar Loans, Borrowers shall
select an interest period (each an "Interest Period") to be applicable to such
Euro-Dollar Loan, which Interest Period shall commence on the date such
Euro-Dollar Loan is made and shall end on a numerically corresponding day in the
first, second, third or sixth month thereafter; provided, however, that:

               (i)     the initial Interest Period for a Euro-Dollar Loan shall
     commence on the date of such Borrowing (including the date of any
     conversion from a Revolver Loan of another Type) and each Interest Period
     occurring thereafter in respect of such Revolver Loan shall commence on the
     date on which the next preceding Interest Period expires;

               (ii)    if any Interest Period would otherwise expire on a day
     that is not a Domestic Business Day, such Interest Period shall expire on
     the next succeeding Domestic Business Day, provided that if any Interest
     Period in respect of Euro-Dollar Loans would otherwise expire on a day
     which is not a Domestic Business Day but is a day of the month after which
     no further Domestic Business Day occurs in such month, such Interest Period
     shall expire on the next preceding Domestic Business Day;

               (iii)   any Interest Period that begins on a day for which there
     is no numerically corresponding day in the calendar month at the end of
     such Interest Period shall expire on the last Domestic Business Day of such
     calendar month;

               (iv)    no Interest Period with respect to any portion of
     principal of any Revolver Loan shall extend beyond a date on which each
     Borrower is required to make a scheduled payment of such portion of
     principal;

               (v)     no Interest Period shall extend beyond the last day of
     the Committed Term; and

               (vi)    there shall be no more than 10 Interest Periods in effect
     at any one time.

          3.1.4. Interest Rate Not Ascertainable. If Agent shall determine
(which determination shall, absent manifest error, be final, conclusive and
binding upon all parties) that on any date for determining the Adjusted London
Interbank Offered Rate for any Interest Period, by reason of any changes arising
after the date of this Agreement affecting the London interbank market or any
Lender's position in such market, adequate and fair means do not exist for
ascertaining the applicable interest rate on the basis provided for in the
definition of Adjusted London Interbank Offered Rate, then, and in any such
event, Agent shall forthwith give notice (by telephone confirmed in writing) to
Borrowers of such determination. Until Agent notifies Borrowers

                                     - 44 -



that the circumstances giving rise to the suspension described herein no longer
exist, the obligation of Lenders to make Euro-Dollar Loans shall be suspended,
and such affected Revolver Loans then outstanding shall, at the end of the then
applicable Interest Period or at such earlier time as may be required by
Applicable Law, bear the same interest as Base Rate Loans.

          3.1.5. Default Rate of Interest. Interest shall accrue at the Default
Rate (i) with respect to any portion of the Obligations (and, to the extent
permitted by Applicable Law, all past due interest) that is not paid on the due
date thereof (whether due at stated maturity, on demand, upon acceleration or
otherwise) until paid in full; (ii) with respect to the principal amount of all
of the Obligations (and, to the extent permitted by Applicable Law, all past due
interest) upon the earlier to occur of (x) a Borrower's receipt of notice from
Agent of Required Lenders' election to charge the Default Rate based upon the
existence of any Event of Default (which notice Agent shall send only with the
consent or at the direction of the Required Lenders), whether or not
acceleration or demand for payment of the Obligations has been made, or (y) the
commencement by or against a Borrower of an Insolvency Proceeding; and (iii)
with respect to the principal amount of any Out-of-Formula Loans for so long as
any Out-of Formula Condition exists, whether or not demand for payment of such
Out-of-Formula Loans has been made by Agent. To the fullest extent permitted by
Applicable Law, the Default Rate shall apply and accrue on any judgment entered
with respect to any of the Obligations and to the unpaid principal amount of the
Obligations during the pendency of any Insolvency Proceeding of a Borrower. Each
Borrower acknowledges that the cost and expense to Agent and Lenders attendant
upon the occurrence of an Event of Default are difficult to ascertain or
estimate and that the Default Rate is a fair and reasonable estimate to
compensate Agent and Lenders for such added cost and expense.

     3.2. Fees. In consideration of Lenders' establishment of the Revolver
Commitments in favor of each Borrower, and Agent's agreement to serve as Agent
hereunder, Borrowers agree to pay the following fees:

          3.2.1. Unused Line Fee. Borrowers shall be jointly and severally
obligated to pay to Agent, for the account of Lenders, (i) if the Average
Revolver Facility Balance for any month (or portion thereof that this Agreement
is in effect is 50% or more of the aggregate Revolver Commitments in effect on
the first day of such month, a fee equal to 0.375% per annum of the amount by
which the Average Revolver Facility Balance for such month (or such portion
thereof) is less than the aggregate Revolver Commitments in effect on the first
day of such month, or (ii) if the Average Revolver Facility Balance for any
month (or portion thereof that this Agreement is in effect) is less than 50% of
the aggregate Revolver Commitment in effect on the first day of such month, a
fee equal to 0.500% per annum of the amount by which the Average Revolver
Facility Balance for such month (or such portion thereof) is less than the
aggregate Revolver Commitments in effect on the first day of such month. Such
fee shall be paid by Borrowers or debited by Agent as of the first day of the
following month; but if this Agreement is terminated on a day other than the
first day of a month, then any such fee payable for the month in which
termination shall occur shall be paid on the effective date of such termination.

          3.2.2. Audit and Appraisal Fees. Borrowers shall be jointly and
severally obligated to reimburse Agent for all reasonable costs and expenses at
any time incurred by Agent in connection with all audits and appraisals of any
Obligor's books, records and Collateral and such other matters pertaining to any
Obligor as Agent shall reasonably deem appropriate.

          3.2.3. General Provisions. All fees shall be fully earned by
the identified recipient thereof pursuant to the foregoing provisions of this
Agreement on the due date thereof and, except as otherwise set forth herein or
required by Applicable Law, shall not be subject to rebate, refund or proration.
All fees

                                     - 45 -



provided for in Section 3.2 are and shall be deemed to be for compensation for
services and are not, and shall not be deemed to be, interest or any other
charge for the use, forbearance or detention of money.

          3.2.4. LC Facility Fees. In consideration of the issuance of Letters
of Credit by LC Issuer and the purchase of participating interests therein by
Lenders, Borrowers jointly and severally agree to pay the following fees:

               (i)     to Agent for the account of Lenders, for each Letter of
     Credit issued hereunder, a commitment fee at a per annum rate equal to the
     Applicable Margin for Euro-Dollar Loans times the daily average of the
     undrawn amount of such Letter of Credit. The foregoing fee shall be payable
     in arrears on the first day of each Fiscal Quarter and on the Commitment
     Termination Date. The rate at which the fee payable under this clause (i)
     is computed shall be increased by 2% per annum during any period in which
     the Default Rate shall be in effect;

               (ii)    to Agent for the account of LC Issuer, all customary
     fees, expenses and other charges payable in connection with the issuance,
     modification or amendment of any Letter of Credit; and

               (iii)   to Agent for the account of LC Issuer, a "fronting fee,"
     which shall be equal to 0.125% of the face amount of each Letter of Credit
     issued by LC Issuer, and which shall be payable at the time of issuance of
     such Letter of Credit. The amount of such fee shall be subject to change at
     any time by LC Issuer.

     3.3. Computation of Interest and Fees. All fees and other charges provided
for in this Agreement that are calculated as a per annum percentage of any
amount and all interest shall be calculated daily and shall be computed on the
actual number of days elapsed over a year of 360 days. For purposes of computing
interest and other charges hereunder, all Payment Items received by Agent and to
be applied to the Obligations shall be deemed applied by Agent and Lenders to
the Obligations (subject to final payment of such items) on the Domestic
Business Day following the Domestic Business Day on which Agent receives such
items.

     3.4. Reimbursement of Expenses. If (a) at any time or times regardless of
whether or not an Event of Default then exists, Agent incurs legal or accounting
fees or expenses or any other out-of-pocket costs or expenses in connection with
(i) the negotiation, preparation and execution of this Agreement or any of the
other Credit Documents (including the negotiation, preparation or procurement of
the Real Property Documentation), any amendment of or modification of this
Agreement or any of the other Credit Documents; (ii) the administration of this
Agreement, or any of the other Credit Documents and the transactions
contemplated hereby and thereby; (iii) any litigation, contest, dispute, suit,
proceeding or action (whether instituted by Agent, any Lender, an Obligor or any
other Person) in any way relating to the Collateral, the perfection or priority
or any of Agent's Liens the validity or enforceability of the Credit Documents
or the validity, allowance or amount of any of the Obligations; (iv) any attempt
to enforce any rights of Agent or any Lender or any Participant against any or
all Obligors or any other Person which may be obligated to either of Agent or
any Lender by virtue of this Agreement or any of the other Credit Documents,
including the Account Debtors; (v) any inspection or audit with respect to any
Obligor's books and records or any of the Collateral; (vi) any appraisal of any
of the Collateral; or (vii) any attempt to verify, protect, preserve, restore,
collect, sell, liquidate or otherwise dispose of or realize upon any Collateral;
(b) any Lender incurs any legal fees or expenses or any other out-of-pocket
costs or expenses in connection with the negotiation, preparation and execution
of this Agreement or any of the other Credit Documents; or (c) at any time an
Event of Default exists, any Lender incurs legal or accounting fees or expenses
or any other out-of-pocket costs or expenses in

                                     - 46 -



connection with any attempt to enforce any rights of such Lender against any or
all Obligors or any other Person which may be obligated to such Lender by virtue
of this Agreement or any of the other Credit Documents; then all such reasonable
legal, accounting, and other costs and expenses shall be charged to Borrowers.
All amounts chargeable to Borrowers under this Section 3.4 shall be Obligations
secured by Collateral, shall be payable on demand to Agent for the account of
Agent or Lenders, as the case may be.

     3.5.  Bank Charges. Borrowers shall pay to Agent, on demand, any and all
fees, costs or expenses which Agent pays to a bank or other similar institution
arising out of or in connection with (i) the forwarding to Borrowers or any
other Person on behalf of Borrowers by Agent of proceeds of Revolver Loans made
by Lenders to each Borrower pursuant to this Agreement and (ii) the depositing
for collection by Agent of any Payment Item received or delivered to Agent or
any Lender on account of the Obligations. Each Borrower acknowledges and agrees
that Agent may charge such costs, fees and expenses to Borrowers based upon
Agent's good faith estimate of such costs, fees and expenses as they are
incurred by Agent.

     3.6.  Illegality. Notwithstanding anything to the contrary contained
elsewhere in this Agreement, if (i) any change in any law or regulation or in
the interpretation thereof by any Governmental Authority charged with the
administration thereof shall make it unlawful for a Lender to make or maintain a
Euro-Dollar Loan or to give effect to its obligations as contemplated hereby
with respect to a Euro-Dollar Loan or (ii) at any time such Lender determines
that the making or continuance of any Euro-Dollar Loan has become impracticable
as a result of a contingency occurring after the date hereof which adversely
affects the London interbank market or the position of such Lender in such
market, then such Lender shall after such determination give Agent and Borrowers
notice thereof and may thereafter (1) declare that Euro-Dollar Loans will not
thereafter be made by such Lender, whereupon any request by Borrowers for a
Euro-Dollar Loan shall be deemed a request for a Base Rate Loan unless such
Lender's declaration shall be subsequently withdrawn (which declaration shall be
withdrawn promptly after the cessation of the circumstances described in clause
(i) or (ii) above); and (2) require that all outstanding Euro-Dollar Loans made
by such Lender be converted to Base Rate Loans, under the circumstances of
clause (i) or (ii) of this Section 3.6 insofar as such Lender determines the
continuance of Euro-Dollar Loans to be impracticable, in which event all such
Euro-Dollar Loans shall be converted automatically to Base Rate Loans as of the
date of a Borrower's receipt of the aforesaid notice from such Lender.

     3.7.  Increased Costs. If, by reason of (a) the introduction of or any
change (including any change by way of imposition or increase of reserve
requirements) in or in the interpretation of any law or regulation, or (b) the
compliance with any guideline or request from any central bank or other
Governmental Authority or quasi-governmental authority exercising control over
banks or financial institutions generally (whether or not having the force of
law):

               (i)     any Lender shall be subject after the date hereof to any
     Taxes, duty or other charge with respect to any Euro-Dollar Loan or its
     obligation to make Euro-Dollar Loans, or a change shall result in the basis
     of taxation of payment to any Lender of the principal of or interest on its
     Euro-Dollar Loans or its obligation to make Euro-Dollar Loans (except for
     Non-Excluded Taxes covered by Section 5.10 (including Non-Excluded Taxes
     imposed solely by reason of any failure of such Lender to comply with its
     obligations under Section 5.10(b)) and changes in taxes measured by or
     imposed upon the overall net income, or franchise taxes, or taxes on
     overall capital or net worth, or branch taxes (in the case of such capital,
     net worth or branch taxes, imposed in lieu of overall net income taxes), of
     such Lender or its applicable lending office, branch, or any affiliate
     thereof); or

                                     - 47 -



               (ii)    any reserve (including any imposed by the Board of
     Governors), special deposits or similar requirement against assets of,
     deposits with or for the account of, or credit extended by, any Lender
     shall be imposed or deemed applicable or any other condition affecting its
     Euro-Dollar Loans or its obligation to make Euro-Dollar Loans shall be
     imposed on such Lender or the London interbank market;

and as a result thereof there shall be any increase in the cost to such Lender
of agreeing to make or making, funding or maintaining Euro-Dollar Loans (except
to the extent already included in the determination of the applicable Adjusted
London Interbank Offered Rate for Euro-Dollar Loans), or there shall be a
reduction in the amount received or receivable by such Lender, then such Lender
shall, promptly after determining in good faith the existence or amount of any
such increased costs for which such Lender seeks payment hereunder, give
Borrowers notice thereof, describing in reasonable detail the nature and
calculation of such increased cost, and Borrowers shall from time to time, upon
written notice from and demand by such Lender (with a copy of such notice and
demand to Agent), pay to Agent for the account of such Lender, within 5 Domestic
Business Days after the date specified in such notice and demand, an additional
amount sufficient to indemnify such Lender against such increased costs. A
certificate as to the amount of such increased cost, submitted to Borrowers by
such Lender, shall be final, conclusive and binding for all purposes, absent
manifest error and if determined in good faith.

     If any Lender shall advise Agent at any time that, because of the
circumstances described hereinabove in this Section 3.7 or any other
circumstances arising after the date of this Agreement affecting such Lender or
the London interbank market or such Lender's position in such market, the
Adjusted London Interbank Offered Rate, as determined by Agent, will not
adequately and fairly reflect the cost to such Lender of funding Euro-Dollar
Loans, then, and in any such event:

               (i)     Agent shall forthwith give notice (by telephone
     confirmed in writing) to Borrowers and the other Lenders of such event;

               (ii)    Borrowers' right to request and such Lender's
     obligation to make Euro-Dollar Loans shall be immediately suspended and
     Borrowers' right to continue a Euro-Dollar Loan as such beyond the then
     applicable Interest Period shall also be suspended, until each condition
     giving rise to such suspension no longer exists; and

               (iii)   such Lender shall make a Base Rate Loan as part of the
     requested Borrowing of Euro-Dollar Loans, which Base Rate Loan shall, for
     all purposes, be considered part of such Borrowing.

     For purposes of this Section 3.7, all references to a Lender shall be
deemed to include any bank holding company or bank parent of such Lender.

     3.8.  Capital Adequacy. If any Lender determines that after the date hereof
(a) the adoption of any Applicable Law regarding capital requirements for banks
or bank holding companies or the subsidiaries thereof, (b) any change in the
interpretation or administration of any such Applicable Law by any Governmental
Authority, central bank, or comparable agency charged with the interpretation or
administration thereof, or (c) compliance by such Lender or its holding company
with any request or directive of any such Governmental Authority, central bank
or comparable agency regarding capital adequacy (whether or not having the force
of law), has the effect of reducing the return on such Lender's capital to a
level below that which such Lender could have achieved (taking into
consideration such Lender's and its holding company's

                                     - 48 -



policies with respect to capital adequacy immediately before such adoption,
change or compliance and assuming that such Lender's capital was fully utilized
prior to such adoption, change or compliance) but for such adoption, change or
compliance as a consequence of such Lender's commitment to make the Revolver
Loans pursuant hereto by any amount deemed by such Lender to be material:

               (i)     Agent shall promptly, after its receipt of a
     certificate from such Lender setting forth such Lender's determination of
     such occurrence, give notice thereof to Borrowers and the other Lenders;
     and

               (ii)    Borrowers shall pay to Agent, for the account of such
     Lender, as an additional fee from time to time, on demand, such amount as
     such Lender certifies to be the amount reasonably calculated to compensate
     such Lender for such reduction.

     A certificate of such Lender claiming entitlement to compensation as set
forth above will be conclusive in the absence of manifest error. Such
certificate will set forth the nature of the occurrence giving rise to such
compensation, the additional amount or amounts to be paid to such Lender
(including the basis for such Lender's determination of such amount), and the
method by which such amounts were determined. In determining such amount, such
Lender may use any reasonable averaging and attribution method. For purposes of
this Section 3.8 all references to a Lender shall be deemed to include any bank
holding company or bank parent of such Lender.

     3.9.  Funding Losses. Borrowers shall be jointly and severally obligated to
compensate each Lender, upon such Lender's written request (which request shall
set forth the basis for requesting such amounts and which request shall, absent
manifest error, be final, conclusive and binding upon all of the parties
hereto), for all losses, expenses and liabilities (including any interest paid
by such Lender to lenders of funds borrowed by such Lender to make or carry its
Euro-Dollar Loans to the extent not recovered by such Lender in connection with
the re-employment of such funds, but excluding any loss of profit or anticipated
return in respect of the Applicable Margin), which such Lender may sustain: (i)
if for any reason (other than a default by such Lender) a Borrowing of, or
conversion to or continuation of, Euro-Dollar Loans does not occur on the date
specified therefor in a Notice of Borrowing or Notice of Conversion/
Continuation (whether or not withdrawn), (ii) if any repayment (including any
conversions pursuant to Section 3.1.2 hereof) of any its Euro-Dollar Loans
occurs on a date that is not the last day of an Interest Period applicable
thereto, or (iii) if, for any reason, Borrowers default in their obligation to
repay Euro-Dollar Loans when required by the terms of this Agreement. For
purposes of this Section 3.9, all references to a Lender shall be deemed to
include any bank holding company or bank parent of such Lender. The calculations
of all amounts payable to any Lender under this Section 3.9 shall be made as
though such Lender had actually funded or committed to fund its Euro-Dollar Loan
through the purchase for an underlying deposit in an amount equal to the amount
of such Euro-Dollar Loan and having a maturity comparable to the relevant
Interest Period for such Euro-Dollar Loan; provided, however, a Lender may fund
its Euro-Dollar Loans in any manner it deems fit and the foregoing assumption
shall be utilized only for the calculation of amounts payable under this Section
3.9.

     3.10. Maximum Interest. Regardless of any provision contained in any of the
Credit Documents, in no contingency or event whatsoever shall the aggregate of
all amounts that are contracted for, charged or received by Agent or any Lender
pursuant to the terms of this Agreement or any of the other Credit Documents and
that are deemed interest under Applicable Law exceed the highest rate
permissible under any Applicable Law. No agreements, conditions, provisions or
stipulations contained in this Agreement or any of the other Credit Documents or
the exercise by Agent of the right to accelerate the payment or the maturity of
all or any

                                     - 49 -



portion of the Obligations, or the exercise of any option whatsoever contained
in any of the Credit Documents, or the prepayment by Borrowers of any of the
Obligations, or the occurrence of any contingency whatsoever, shall entitle
Agent or any Lender to charge or receive in any event, interest or any charges,
amounts, premiums or fees deemed interest by Applicable Law (such interest,
charges, amounts, premiums and fees referred to herein collectively as
"Interest") in excess of the Maximum Rate and in no event shall Borrowers be
obligated to pay Interest exceeding such Maximum Rate, and all agreements,
conditions or stipulations, if any, which may in any event or contingency
whatsoever operate to bind, obligate or compel Borrowers to pay Interest
exceeding the Maximum Rate shall be without binding force or effect, at law or
in equity, to the extent only of the excess of Interest over such Maximum Rate.
If any Interest is charged or received in excess of the Maximum Rate ("Excess"),
each Borrower acknowledges and stipulates that any such charge or receipt shall
be the result of an accident and bona fide error, and such Excess, to the extent
received, shall be applied first to reduce the principal Obligations and the
balance, if any, returned to Borrowers, it being the intent of the parties
hereto not to enter into a usurious or otherwise illegal relationship. The right
to accelerate the maturity of any of the Obligations does not include the right
to accelerate any Interest that has not otherwise accrued on the date of such
acceleration, and neither Agent nor any Lenders intend to collect any unearned
Interest in the event of any such acceleration. Each Borrower recognizes that,
with fluctuations in the rates of interest set forth in Section 3.1.1 of this
Agreement, and the Maximum Rate, such an unintentional result could
inadvertently occur. All monies paid to Agent or any Lender hereunder or under
any of the other Credit Documents, whether at maturity or by prepayment, shall
be subject to any rebate of unearned Interest as and to the extent required by
Applicable Law. By the execution of this Agreement, Borrowers covenant that (i)
the credit or return of any Excess shall constitute the acceptance by Borrowers
of such Excess, and (ii) no Borrower shall seek or pursue any other remedy,
legal or equitable, against Agent or any Lender, based in whole or in part upon
contracting for, charging or receiving any Interest in excess of the Maximum
Rate. For the purpose of determining whether or not any Excess has been
contracted for, charged or received by Agent or any Lender, all Interest at any
time contracted for, charged or received from Borrowers in connection with any
of the Credit Documents shall, to the extent permitted by Applicable Law, be
amortized, prorated, allocated and spread in equal parts throughout the full
term of the Obligations. Borrowers, Agent and Lenders shall, to the maximum
extent permitted under Applicable Law, (i) characterize any non-principal
payment as an expense, fee or premium rather than as Interest and (ii) exclude
voluntary prepayments and the effects thereof. The provisions of this Section
3.10 shall be deemed to be incorporated into every Credit Document (whether or
not any provision of this Section is referred to therein). All such Credit
Documents and communications relating to any Interest owed by Borrowers and all
figures set forth therein shall, for the sole purpose of computing the extent of
Obligations, be automatically recomputed by Borrowers, and by any court
considering the same, to give effect to the adjustments or credits required by
this Section 3.10.

SECTION 4.   LOAN ADMINISTRATION

     4.1.  Manner of Borrowing and Funding Revolver Loans. Borrowings under the
Revolver Commitments established pursuant to Section 2.1 hereof shall be made
and funded as follows:

           4.1.1. Notice of Borrowing.

               (i)     Whenever a Borrower desires to make a Borrowing under
     Section 2.1 of this Agreement (other than a Borrowing resulting from a
     conversion or continuation pursuant to Section 3.1.2), Remington shall give
     Agent prior written notice (or telephonic notice promptly confirmed in
     writing) of such Borrowing request (a "Notice of Borrowing"), which shall
     be in the form of Exhibit D annexed hereto and signed by an authorized
     officer of Remington. Such Notice of

                                     - 50 -



     Borrowing shall be given by Remington no later than 12:00 noon at the
     office of Agent designated by Agent from time to time (a) on the Domestic
     Business Day of the requested funding date of such Borrowing, in the case
     of Base Rate Loans, and (b) at least 3 Euro-Dollar Business Days prior to
     the requested funding date of such Borrowing, in the case of Euro-Dollar
     Loans. Notices received after 12:00 noon shall be deemed received on the
     next Domestic Business Day. The Revolver Loans made by each Lender on the
     Closing Date shall be made as Base Rate Loans and thereafter may be made or
     continued as or converted into Base Rate Loans or Euro-Dollar Loans. Each
     Revolver Loan (other than Settlement Loans) requested by Borrowers after
     the Closing Date shall be for an amount of $1,000,000 or integral multiples
     of $100,000 in excess of that amount, except for Revolver Loans deemed
     requested pursuant to clause (ii) of this Section 4.1.1. Each Notice of
     Borrowing (or telephonic notice thereof) shall be irrevocable and shall
     specify (a) the principal amount of the Borrowing, (b) the date of
     Borrowing (which shall be a Domestic Business Day), (c) whether the
     Borrowing is to consist of Base Rate Loans or Euro-Dollar Loans, (d) in the
     case of Euro-Dollar Loans, the duration of the Interest Period to be
     applicable thereto, and (e) the account of Borrowers to which the proceeds
     of such Borrowing are to be disbursed. Borrowers may not request any
     Euro-Dollar Loans if a Default or Event of Default exists.

               (ii)    Unless payment is otherwise timely made by Borrowers, the
     becoming due of any amount required to be paid with respect to any of the
     Obligations (whether as principal, accrued interest, fees or other charges,
     including the repayment of any LC Obligations) shall be deemed irrevocably
     to be a request (without any requirement for the submission of a Notice of
     Borrowing) for Revolver Loans on the due date of, and in an aggregate
     amount required to pay, such Obligations, and the proceeds of such Revolver
     Loans may be disbursed by way of direct payment of the relevant Obligation
     and shall bear interest as Base Rate Loans. If Borrowers elect to establish
     one or more controlled disbursement accounts with any Lender that is a
     bank, then the presentation for payment of any check or other item of
     payment drawn on any such controlled disbursement account at a time when
     there are insufficient funds in such account to cover such check shall be
     deemed irrevocably to be a request (without any requirement for the
     submission of a Notice of Borrowing) for Revolver Loans on the date of such
     presentation and in an amount equal to the aggregate amount of the items
     presented for payment, and the proceeds of such Revolver Loans may be
     disbursed directly to the controlled disbursement account and shall bear
     interest as Base Rate Loans. Neither Agent nor any Lender shall have any
     obligation to Borrowers to honor any deemed request for a Revolver Loan on
     or after the Commitment Termination Date or when an Out-of-Formula
     Condition exists or would result therefrom or when any condition precedent
     in Section 11 hereof is not satisfied, but may do so in the discretion of
     Agent (or at the direction of the Required Lenders) and without regard to
     the existence of, and without being deemed to have waived, any Default or
     Event of Default and regardless of whether such Revolver Loan is funded
     after the Commitment Termination Date.

               (iii)   As an accommodation to Borrowers, Agent and Lenders may
     permit telephonic requests for Borrowings and electronic transmittal of
     instructions, authorizations, agreements or reports to Agent by Borrowers;
     provided, however, that Borrowers shall confirm each such telephonic
     request for a Borrowing of Euro-Dollar Loans or for a single Borrowing of
     Base Rate Loans in excess of $5,000,000 by delivery of the required Notice
     of Borrowing to Agent by facsimile transmission promptly, but in no event
     later than 5:00 p.m. on the same day. Unless Borrowers specifically direct
     Agent and Lenders in writing not to accept or act upon telephonic or
     electronic communications from Borrowers, neither Agent nor any Lender
     shall have any liability to Borrowers for any loss or damage suffered by
     Borrowers as a result of Agent's or any Lender's honoring of any requests,
     execution of any instructions, authorizations or agreements or reliance on
     any reports

                                     - 51 -



     communicated to it telephonically or electronically and purporting to have
     been sent to Agent or Lenders by Borrowers and neither Agent nor any Lender
     shall have any duty to verify the origin of any such communication or the
     identity or authority of the Person sending it.

           4.1.2. Fundings by Lenders. Subject to its receipt of notice from
Agent of a Notice of Borrowing as provided in Sections 4.1.1(i) or 4.1.3(ii)
(except in the case of a deemed request for a Revolver Loan as provided in
Sections 4.1.1(ii) or 4.1.3(ii) hereof, in which event no Notice of Borrowing
need be submitted), each Lender shall timely honor its Revolver Commitment by
funding its Pro Rata share of each Borrowing of Revolver Loans that is properly
requested by Borrowers and that each Borrower is entitled to receive under this
Agreement. Agent shall promptly notify Lenders of each Notice of Borrowing. Each
Lender shall deposit with Agent an amount equal to its Pro Rata share of the
Borrowing requested by Borrowers at Agent's designated bank in immediately
available funds not later than 2:00 p.m. on the date of funding of such
Borrowing, unless Agent's notice to Lenders is received after 1:00 p.m. on the
proposed funding date of a Base Rate Loan, in which event Lenders shall deposit
with Agent their respective Pro Rata shares of the requested Borrowing on or
before 11:00 a.m. of the next Domestic Business Day. Subject to its receipt of
such amounts from Lenders, Agent shall make the proceeds of the Revolver Loans
received by it available to Borrowers by disbursing such proceeds in accordance
with Remington's disbursement instructions set forth in the applicable Notice of
Borrowing. Unless Agent shall have been notified in writing by a Lender prior to
12:00 noon on the proposed funding date (in the case of Base Rate Loans) or by
2:00 p.m. at least 2 Domestic Business Days before the proposed funding date (in
the case of Euro-Dollar Loans) that such Lender does not intend to deposit with
Agent an amount equal such Lender's Pro Rata share of the requested Borrowing,
Agent may assume that such Lender has deposited or promptly will deposit its
share with Agent and Agent may in its discretion disburse a corresponding amount
to each Borrower on the applicable funding date. If a Lender's Pro Rata share of
such Borrowing is not in fact deposited with Agent, then, if Agent has disbursed
to each Borrower an amount corresponding to such share, then such Lender agrees
to pay, and in addition Borrowers agree to repay, to Agent forthwith on demand
such corresponding amount, together with interest thereon, for each day from the
date such amount is disbursed by Agent to or for the benefit of Borrowers until
the date such amount is paid or repaid to Agent, (a) in the case of Borrower, at
the interest rate applicable to such Borrowing and (b) in the case of such
Lender, at the Federal Funds Rate. If such Lender repays to Agent such
corresponding amount, such amount so repaid shall constitute a Revolver Loan,
and if both such Lender and Borrowers shall have repaid such corresponding
amount, Agent shall promptly return to Borrowers such corresponding amount in
same day funds. A notice from Agent submitted to any Lender with respect to
amounts owing under this Section 4.1.2 shall be conclusive, absent manifest
error.

           4.1.3. Settlement and Settlement Loans.

               (i)     In order to facilitate the administration of the Revolver
     Loans under this Agreement, Lenders agree (which agreement shall not be for
     the benefit of or enforceable by Borrowers) that settlement among them with
     respect to the Revolver Loans may take place on a periodic basis on dates
     determined from time to time by Agent (each a "Settlement Date"), which may
     occur before or after the occurrence or during the continuance of a Default
     or Event of Default and whether or not all of the conditions set forth in
     Section 11 of this Agreement have been met. On each Settlement Date,
     payment shall be made by or to each Lender in the manner provided herein
     and in accordance with the Settlement Report delivered by Agent to Lenders
     with respect to such Settlement Date so that, as of each Settlement Date
     and after giving effect to the transaction to take place on such Settlement
     Date, each Lender shall hold its Pro Rata share of all Revolver Loans and
     LC Obligations then outstanding. Agent shall request settlement with the
     Lenders on a basis not less frequently than once every 5 Domestic Business
     Days.

                                     - 52 -



               (ii)    Between Settlement Dates, Agent may request Wachovia to
     advance, and Wachovia may, but shall in no event be obligated to, advance
     to Borrowers out of Wachovia's own funds the entire principal amount of any
     Borrowing of Revolver Loans that are Base Rate Loans requested or deemed
     requested pursuant to this Agreement (any such Revolver Loan funded
     exclusively by Wachovia being referred to as a "Settlement Loan"). Each
     Settlement Loan shall constitute a Revolver Loan hereunder, shall be a Base
     Rate Loan and shall be subject to all of the terms, conditions and security
     applicable to other Revolver Loans, except that all payments thereon shall
     be payable to Wachovia solely for its own account. The joint and several
     obligation of Borrowers to repay such Settlement Loans to Wachovia shall be
     evidenced by the Settlement Note and the records of Wachovia. Agent shall
     not request Wachovia to make any Settlement Loan if (A) Agent shall have
     received written notice from any Lender that one or more of the applicable
     conditions precedent set forth in Section 11 hereof will not be satisfied
     on the requested funding date for the applicable Borrowing or (B) the
     requested Borrowing would exceed the amount of Availability on the funding
     date or would cause the then outstanding principal balance of all
     Settlement Loans to exceed $5,000,000. Wachovia shall not be required to
     determine whether the applicable conditions precedent set forth in Section
     11 hereof have been satisfied or the requested Borrowing would exceed the
     amount of Availability on the funding date applicable thereto prior to
     making, in its sole discretion, any Settlement Loan. On each Settlement
     Date, or, if earlier, upon demand by Agent for payment thereof, the then
     outstanding Settlement Loans shall be immediately due and payable. As
     provided in Section 4.1.1(ii), Borrowers shall be deemed to have requested
     (without necessity of submitting any Notice of Borrowing) Revolver Loans to
     be made on each Settlement Date in the amount of all outstanding Settlement
     Loans and to have authorized Agent to cause the proceeds of such Revolver
     Loans to be applied to the repayment of such Settlement Loans and interest
     accrued thereon. Agent shall notify the Lenders of the outstanding balance
     of Settlement Loans prior to 12:00 noon on each Settlement Date and each
     Lender shall deposit with Agent an amount equal to its Pro Rata share of
     the amount of Revolver Loans deemed requested in immediately available
     funds not later than 1:00 p.m. on such Settlement Date, and without regard
     to whether any of the conditions precedent set forth in Section 11 are
     satisfied or the Commitment Termination Date has occurred. If any
     Settlement Loan is not repaid on the due date thereof, then on the second
     Domestic Business Day after Wachovia's request each Lender (other than
     Wachovia) shall purchase a participating interest in such Settlement Loan
     in an amount equal to its Pro Rata share of such Settlement Loan by
     transferring to Wachovia, in immediately available funds, the amount of
     such participation. The proceeds of Settlement Loans may be used solely for
     purposes for which Revolver Loans generally may be used in accordance with
     Section 2.1.3 hereof. If any amounts received by Wachovia in respect of any
     Settlement Loans are later required to be returned or repaid by Wachovia to
     Borrowers or any other Obligor or their respective representatives or
     successors-in-interest, whether by court order, settlement or otherwise,
     the other Lenders shall, upon demand by Wachovia with notice to Agent, pay
     to Agent for the account of Wachovia, an amount equal to each other
     Lender's Pro Rata share of all such amounts required to be returned by
     Wachovia.

           4.1.4. Disbursement Authorization. Each Borrower hereby irrevocably
authorizes Agent to disburse the proceeds of each Revolver Loan requested by
Borrowers, or deemed to be requested pursuant to Section 4.1.1 or Section
4.1.3(ii), as follows: (i) the proceeds of each Revolver Loan requested under
Section 4.1.1(i) shall be disbursed by Agent in accordance with the terms of the
written disbursement letter from Borrowers in the case of the initial Borrowing,
and, in the case of each subsequent Borrowing, by wire transfer to such bank
account as may be agreed upon by a Borrower and Agent from time to time or
elsewhere if pursuant to a written direction from a Borrower; and (ii) the
proceeds of each Revolver Loan requested under

                                     - 53 -



Section 4.1.1(ii) or Section 4.1.3(ii) shall be disbursed by Agent by way of
direct payment of the relevant interest or other Obligation. Any Revolver Loan
proceeds received by Borrowers or in payment of any of the Obligations shall be
deemed to have been received by Borrowers.

     4.2.  Defaulting Lender. If any Lender shall, at any time, fail to make any
payment to Agent or Wachovia that is required hereunder, Agent may, but shall
not be required to, retain payments that would otherwise be made to such
defaulting Lender hereunder and apply such payments to such defaulting Lender's
defaulted obligations hereunder, at such time, and in such order, as Agent may
elect in its sole discretion. With respect to the payment of any funds from
Agent to a Lender or from a Lender to Agent, the party failing to make the full
payment when due pursuant to the terms hereof shall, upon demand by the other
party, pay such amount together with interest on such amount at the Federal
Funds Rate. The failure of any Lender to fund its portion of any Revolver Loan
shall not relieve any other Lender of its obligation, if any, to fund its
portion of the Revolver Loan on the date of Borrowing, but no Lender shall be
responsible for the failure of any other Lender to make any Revolver Loan to be
made by such Lender on the date of any Borrowing. Solely for purposes of voting
or consenting to matters with respect to any of the Credit Documents, Collateral
or any Obligations and determining a defaulting Lender's Pro Rata share of
payments and proceeds of Collateral, a defaulting Lender shall not be deemed to
be a "Lender" and such Lender's Revolver Commitment shall be deemed to be zero.
The provisions of this Section 4.2 shall be solely for the benefit of the Lender
Group and may not be enforced by Borrowers.

     4.3.  Special Provisions Governing Euro-Dollar Loans.

           4.3.1.  Number of Euro-Dollar Loans. In no event may the number of
Euro-Dollar Loans outstanding at any time to any Lender exceed 10.

           4.3.2.  Minimum Amounts. Each Borrowing of Euro-Dollar Loans pursuant
to Section 4.1.1(i), and each continuation of or conversion to Euro-Dollar Loans
pursuant to Section 3.1.2 hereof, shall be in a minimum amount of $1,000,000 and
integral multiples of $100,000 in excess of that amount.

           4.3.3.  LIBOR Lending Office. Each Lender's initial LIBOR Lending
Office is set forth opposite its name on the signature pages hereof. Each Lender
shall have the right at any time and from time to time to designate a different
office of itself or of any Affiliate as such Lender's LIBOR Lending Office, and
to transfer any outstanding Euro-Dollar Loans to such LIBOR Lending Office. No
such designation or transfer shall result in any liability on the part of
Borrowers for increased costs or expenses resulting solely from such designation
or transfer. Increased costs or expenses resulting from a change in Applicable
Law occurring subsequent to any such designation or transfer shall be deemed not
to result solely from such designation or transfer.

     4.4.  Borrowers' Representative.  Each Borrower hereby irrevocably
appoints Remington, and Remington agrees to act under this Agreement as, the
agent and representative of itself and Factors for all purposes under this
Agreement, including requesting Borrowings, selecting whether any Revolver Loan
or portion thereof is to bear interest as a Base Rate Loan or a Euro-Dollar
Loan, and receiving account statements and other notices and communications to
Borrowers (or either of them) from Agent. Agent may rely, and shall be fully
protected in relying, on any Notice of Borrowing, Notice of
Conversion/Continuation, disbursement instructions, reports, information,
Borrowing Base Certificate or any other notice or communication made or given by
Remington, whether in its own name, on behalf of either Borrower or on behalf of
"the Borrowers," and Agent shall have no obligation to make any inquiry or
request any confirmation from or on behalf of any other Borrower as to the
binding effect on such Borrower of any such Notice of Borrowing, Notice of

                                     - 54 -



Conversion Continuation, instruction, report, information, Borrowing Base
Certificate or other notice or communication, nor shall the joint and several
character of Borrowers' liability for the Obligations be affected, provided that
the provisions of this Section 4.4 shall not be construed so as to preclude
either Borrower from directly requesting Borrowings or taking other actions
permitted to be taken by "a Borrower" hereunder. All Revolver Loans disbursed to
the account of either Borrower shall be deemed to have been made to and for the
joint benefit of both Borrowers. Agent may maintain a single Loan Account in the
name of "Remington Arms Company, Inc.," and each Borrower expressly agrees to
such arrangement and confirms that such arrangement shall have no effect on the
joint and several character of such Borrower's liability for the Obligations.

     4.5.  All Revolver Loans to Constitute One Obligation. The Revolver Loans
shall constitute one general (and joint and several) obligation of Borrowers and
shall be secured by Agent's Liens upon all of the Collateral except as may be
otherwise expressly provided in any of the Credit Documents; provided, however,
that each Agent and each Lender shall be deemed to be a creditor of each
Borrower and the holder of a separate claim against each Borrower to the extent
of any Obligations owed by Borrowers to Agent or such Lender.

SECTION  5.  PAYMENTS

     5.1.  General Repayment Provisions. All payments (including all
prepayments) of principal of and interest on the Revolver Loans, LC Obligations
and other Obligations shall be made to Agent in U.S. Dollars without any offset
or counterclaim and, with respect to payments made other than by application of
balances in a Cash Collateral Account, in immediately available funds not later
than 12:00 noon on the due date (and payment made after such time on the due
date to be deemed to have been made on the next succeeding Domestic Business
Day). All payments received by Agent shall be distributed by Agent to Lenders,
subject to the right of offset that Agent may have as to amounts otherwise to be
remitted to a particular Lender by reason of amounts due Agent from such Lender
under any of the Credit Documents.

     5.2.  Repayment of Revolver Loans.

           5.2.1.  Payment of Principal.  The outstanding principal amounts with
respect to the Revolver Loans shall be repaid as follows:

               (i)     Any portion of the Revolver Loans bearing interest
     as Base Rate Loans shall be paid by Borrowers to Agent, for the benefit of
     Lenders (or, in the case of Settlement Loans, for the sole benefit of
     Wachovia), unless timely converted to a Euro-Dollar Loan in accordance with
     this Agreement, upon (a) the Commitment Termination Date, (b) if a Cash
     Management Event occurs, the receipt by Agent, any Lender or any Obligor of
     any proceeds of Collateral, and (b) in the case of Settlement Loans, the
     earlier of Wachovia's demand for payment or on each Settlement Date with
     respect to all Settlement Loans outstanding on such date.

               (ii)    Any portion of the Revolver Loans bearing interest as
     Euro-Dollar Loans shall be paid by Borrowers to Agent, for the benefit of
     Lenders, unless converted to a Base Rate Loan or continued as a Euro-Dollar
     Loan in accordance with this Agreement, upon the earlier to occur of (a)
     the last day of the Interest Period applicable thereto or (b) the
     Commitment Termination Date. In no event shall Borrowers be authorized to
     pay any Euro-Dollar Loan prior to the last day of the Interest Period
     applicable thereto unless (x) otherwise agreed in writing by Agent, a Cash
     Management Event shall occur, or Borrowers are otherwise expressly
     authorized or required by any provision of this Agreement to pay any
     Euro-Dollar Loan outstanding on a date other than the last day of the
     Interest Period applicable thereto, and (y) Borrowers pay to Agent, for the
     benefit of Lenders and concurrently

                                     - 55 -



     with any prepayment of a Euro-Dollar Loan, the amount due Agent and Lenders
     under Section 3.9 hereof as a consequence of such prepayment.

               (iii)   Notwithstanding anything to the contrary contained
     elsewhere in this Agreement, if an Out-of-Formula Condition shall exist,
     Borrowers shall, on the sooner to occur of Agent's demand or the first
     Domestic Business Day after Borrowers have obtained knowledge of such
     Out-of-Formula Condition, repay the outstanding Revolver Loans that are
     Base Rate Loans in an amount sufficient to reduce the aggregate unpaid
     principal amount of all Revolver Loans by an amount equal to such excess;
     and, if such payment of Base Rate Loans is not sufficient to eliminate the
     Out-of-Formula Condition, then Borrowers shall immediately either (a)
     deposit with Agent, for the benefit of Lenders, for application to any
     outstanding Revolver Loans bearing interest as Euro-Dollar Loans as the
     same become due and payable (whether at the end of the applicable Interest
     Periods or on the Commitment Termination Date), cash in an amount
     sufficient to eliminate such Out-of-Formula Condition to be held by Agent
     pending disbursement of same to Lenders, but subject to Agent's Lien
     thereon and rights of offset with respect thereto, or (b) pay the Revolver
     Loans outstanding as Euro-Dollar Loans to the extent necessary to eliminate
     such Out-of-Formula Condition and also pay to Agent for the benefit of
     Lenders any and all amounts required by Section 3.9 hereof to be paid by
     reason of the prepayment of a Euro-Dollar Loan prior to the last day of the
     Interest Period applicable thereto.

           5.2.2. Payment of Interest. Interest accrued on the Revolver Loans
shall be due and payable on (i) the first calendar day of each month (for the
immediately preceding month), computed through the last calendar day of the
preceding month, with respect to any portion of a Revolver Loan bearing interest
as a Base Rate Loan and (ii) with respect to any portion of a Revolver Loan
bearing interest as a Euro-Dollar Loan, the earlier to occur of (a) the last day
of the applicable Interest Period or (b) for a Euro-Dollar Loan having an
Interest Period of 6 months, the date that is 3 months after the first day of
such Interest Period and on the last day of such Interest Period. Accrued
interest shall also be paid by each Borrower on the Commitment Termination Date.
With respect to any Base Rate Loan converted into a Euro-Dollar Loan pursuant to
Section 3.1.2 on a day when interest would not otherwise have been payable with
respect to such Base Rate Loan, accrued interest to the date of such conversion
on the amount of such Base Rate Loan so converted shall be paid on the
conversion date.

     5.3.  RESERVED.

     5.4.  Prepayments. The following provisions shall govern Borrowers' rights
and obligations with respect to prepayment of the Obligations (with the
application of such prepayments to be governed by the provisions of Section 5.8
hereof):

           (a)     Borrowers shall, concurrently with the receipt by any Obligor
of any Net Disposition Proceeds from any sale or other disposition of Collateral
(other than sales of Inventory  in the Ordinary  Course of Business of Remington
and replacements of Equipment  permitted  pursuant to Section 8.4.2(ii)) make or
cause to be made a mandatory  prepayment  of the Revolver  Loans,  provided that
nothing  herein shall be construed to authorize  any  disposition  of Collateral
except as expressly  elsewhere  authorized by this Agreement or the other Credit
Documents; and

                                     - 56 -



           (b)     With respect to any condemnation awards or proceeds of
insurance of the type required by Section  8.1.2(i),  Borrowers shall prepay the
Revolver Loan as and to the extent required by Section 8.1.2(ii).

     5.5.  Payment of Other Obligations. Borrowers shall pay all costs, fees and
charges pursuant to this Agreement as and when provided in Section 3.2 hereof,
to Agent or to any other Person designated by Agent in writing. The balance of
the Obligations requiring the payment of money, including the LC Obligations,
shall be repaid by Borrowers to Agent, for the benefit of Agent or Lenders, as
the case may be, as and when provided in the Credit Documents, or, if no date of
payment is otherwise specified in the Credit Documents, on demand.

     5.6.  Marshalling; Payments Set Aside Neither Agent nor any Lender shall be
under any obligation to marshall any assets in favor of Borrowers or any other
Obligor or against or in payment of any or all of the Obligations. To the extent
that a Borrower makes a payment or payments to Agent or any Lender or any of
such Persons receives payment from the proceeds of Collateral or exercises its
right of setoff, and such payment or payments or the proceeds of such
enforcement or setoff or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside or required to be repaid to a
trustee, receiver or any other party, then to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied, and all Liens,
rights and remedies therefor, shall be revived and continued in full force and
effect as if such payment had not been made or such enforcement or setoff had
not occurred. The provisions of the immediately preceding sentence of this
Section 5.6 shall survive any termination of the Revolver Commitments and
payment in full of the Obligations.

     5.7.  Agent's Allocation of Payments and Collections.

           5.7.1.  Allocation of Payments. All monies to be applied to the
Obligations, whether such monies represent voluntary payments by one or more
Obligors or are received pursuant to demand for payment or realized from any
disposition of Collateral, shall be allocated among Agent and such of the
Lenders as are entitled thereto (and, with respect to monies allocated to
Lenders, with each Lender to receive its Pro Rata share thereof, unless
otherwise provided herein): (i) first, to Agent to pay any Indemnified Amount
that has not been paid to Agent by Borrowers or Lenders, together with interest
accrued thereon at the rate applicable to Revolver Loans that are Base Rate
Loans; (ii) second, to Agent to pay the amount of Extraordinary Expenses and
amounts owing to Agent pursuant to Section 15.10 hereof that have not been
reimbursed to Agent by Borrowers or Lenders, together with interest accrued
thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (iii)
third, to Agent to pay any fees due and payable to Agent, including fees payable
to Agent pursuant to the Syndication Fee Letter; (iv) fourth, to Agent to pay
principal and accrued interest on any portion of the Revolver Loans which Agent
may have advanced on behalf of any Lender and for which Agent has not been
reimbursed by such Lender or Borrowers; (v) fifth, to Wachovia to pay the
principal and accrued interest on any portion of the Settlement Loans
outstanding, to be shared with Lenders that have acquired and paid for a
participating interest in such Settlement Loans; (vi) sixth, to the extent
Wachovia has not received from any Lender payment as required by Section
2.3.2(ii) hereof, to Wachovia to pay all such required payments from each such
Lender; (vii) seventh, to each Lender for any Indemnified Amount that such
Lender has paid to Agent and any Extraordinary Expenses that such Lender has
reimbursed to Agent, to the extent that such Lender has not been reimbursed from
Obligors therefor; (viii) eighth, to Lenders for any Indemnified Amount and any
Extraordinary Expenses that have not been paid to them by Obligors; (ix) ninth,
to LC Issuer to pay principal and interest with respect to the LC Obligations
(or to the extent any of the LC Obligations are contingent and an Event of
Default then exists, deposited in the Cash Collateral Account to provide
security for

                                     - 57 -



the payment of the LC Obligations), which payment shall be shared with the
Lenders in accordance with Section 2.3.2(iii) hereof; (x) tenth, to Lenders in
payment of the unpaid principal and accrued interest in respect of the Revolver
Loans (other than Settlement Loans), with each Lender to receive therefrom its
Pro Rata share or a share on such other basis as may be agreed upon in writing
by Lenders (which agreement or agreements may be entered into without notice to
or the consent or approval of Borrowers); and (xi) eleventh, to Lenders in
payment of the unpaid principal and accrued interest in respect of any other
Obligations then outstanding, including Hedging Agreements with Lenders or their
Affiliates, with each Lender to receive therefrom its ratable share or a share
on such other basis as may be agreed upon in writing by Lenders (which agreement
or agreements may be entered into without notice to or the consent or approval
of Borrowers). The allocations set forth in this Section 5.7 are solely to
determine the rights and priorities of Agent and Lenders as among themselves and
may be changed by Agent and Lenders without notice to or the consent or approval
of Borrowers or any other Person.

           5.7.2.  Erroneous Allocation. Agent shall not be liable for any
allocation or distribution of payments made by it in good faith and, if any such
allocation or distribution is subsequently determined to have been made in
error, the sole recourse of any Lender to which payment was due but not made
shall be to recover from the other Lenders any payment in excess of the amount
to which such other Lenders are determined to be entitled (and such other
Lenders hereby agree to return to such Lender any such erroneous payments
received by them). In no event shall Borrowers or any other Obligor be deemed to
be a beneficiary of this Section 5.7.2 or authorized to enforce any of the
provisions of this Section 5.7.2, and nothing in this Section 5.7.2 shall be
construed to affect Agent's or any Lender's recourse against Borrowers or any
other Obligor with respect to the Obligations.

     5.8.  APPLICATION OF PAYMENTS AND COLLECTIONS.

           5.8.1.  Application of Prepayments. Except as otherwise expressly
provided in this Agreement, Agent shall be authorized to apply any prepayments,
whether voluntary or mandatory, to such of the then outstanding Obligations as
Agent may elect in its sole discretion, provided that, if at the time of Agent's
receipt of any prepayment any Default or Event of Default exists, such
prepayment shall be applied to the outstanding Obligations and allocated among
Agent and Lenders as and to the extent provided in Section 5.7 hereof.

           5.8.2.  Waiver of Application. Except that to the extent that the
manner of application to the Obligations of any payments or proceeds of
Collateral is expressly governed by other provisions of this Agreement or any of
the other Credit Documents, each Borrower irrevocably waives the right to direct
the application of any and all payment and collections at any time or times
hereafter received by either of Agent or any Lender from or on behalf of each
Borrower, and each Borrower does hereby irrevocably agree that Agent shall have
the continuing exclusive right to apply and reapply any and all such payments
and collections received at any time or times hereafter by either of Agent or
any Lender against the Obligations, in such manner as Agent may deem advisable,
notwithstanding any entry by Agent upon any of its books and records; provided,
however, that at any time that a Default or Event of Default exists, all
payments and proceeds of Collateral shall be allocated and applied in accordance
with the provisions of Section 5.7 hereof.

           5.8.3.  Credit Balance. If as a result of collections of Accounts as
authorized by Section 8.2.5 a credit balance exists in favor of Borrowers, such
credit balance shall not accrue interest in favor of Borrowers, but shall be
available to Borrowers at any time or times. Agent may, at its option, offset
such credit balance against any of the Obligations upon and after the occurrence
of an Event of Default.

                                     - 58 -



     5.9.  REVOLVER LOAN ACCOUNTS; THE REGISTER; ACCOUNT STATED.

           5.9.1.  Revolver Loan Accounts. Each Lender shall maintain in
accordance with its usual and customary practices an account or accounts (a
"Revolver Loan Account") evidencing the Debt of Borrowers to such Lender
resulting from each Revolver Loan owing to such Lender from time to time,
including the amount of principal and interest payable to such Lender from time
to time hereunder and under each Note payable to such Lender.

           5.9.2.  The Register. Agent shall maintain a register (the
"Register")  which shall include a master  account and a subsidiary  account for
each Lender and in which  accounts  (taken  together)  shall be recorded (i) the
date and amount of each Borrowing made hereunder, the Type of each Revolver Loan
comprising such Borrowing and any Interest Period applicable  thereto,  (ii) the
effective date and amount of each  Assignment  and  Acceptance  delivered to and
accepted by it and the parties  thereto,  (iii) the amount of any  principal  or
interest  due and payable or to become due and payable  from  Borrowers  to each
Lender  hereunder or under the Notes, and (iv) the amount of any sum received by
Agent from Borrowers or any other Obligor and each Lender's  share thereof.  The
Register  shall be available  for  inspection  by Borrowers or any Lender at the
offices of Agent at any  reasonable  time and from time to time upon  reasonable
prior notice.

           5.9.3.  Entries Binding. The entries made in the Register and each
Revolver Loan Account shall be admissible in any action or proceeding relating
to any of the Credit Documents and, absent manifest error, shall constitute
rebuttably presumptive evidence of the information contained therein,
irrespective of whether any Obligation is also evidenced by a promissory note or
other instrument; provided, however, that if a copy of information contained in
the Register or any Revolver Loan Account is provided to any Obligor, or any
Obligor inspects the Register or any Revolver Loan Account, at any time or from
time to time, then the information contained in the Register or the Revolver
Loan Account, as applicable shall be conclusive and binding on such Obligor for
all purposes absent manifest error, unless such Obligor notifies Agent in
writing within 30 days after such Obligor's receipt of such copy or such
Obligor's inspection of the Register or Revolver Loan Account of its intention
to dispute the information contained therein.

     5.10. GROSS UP FOR TAXES; WITHHOLDING TAX EXEMPTION.

           5.10.1. Tax Gross Up. Except as provided below in this Section 5.10,
all payments made by Borrowers under this Agreement and the Notes shall be made
free and clear of, and without deduction or withholding for or on account of,
any present or future income, stamp or other Taxes or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding (i) Taxes measured by or imposed upon the overall net
income of any Lender or its applicable lending office, or any branch or
affiliate thereof, (ii) all franchise, branch, and doing business Taxes or (iii)
Taxes on the overall capital or net worth of any Lender or its applicable
lending office, or any branch or affiliate thereof, in each case imposed in lieu
of net income taxes, imposed: (a) by the jurisdiction under the laws of which
such Lender, applicable lending office, branch or affiliate is organized or is
located, or in which its principal executive office is located, or any nation
within which such jurisdiction is located or any political subdivision thereof;
or (b) by reason of any connection between the jurisdiction imposing such Tax
and such Lender, applicable lending office, branch or affiliate other than a
connection arising solely from such Lender having executed, delivered or
performed its obligations, or received payment under or enforced, this Agreement
or the Notes. If any such non-excluded Taxes or withholdings ("Non-Excluded
Taxes") are required to be withheld from any amounts payable to Agent or any
Lender hereunder or under the Notes, the amounts so payable to Agent or such
Lender shall be increased to the extent necessary to yield to Agent or such
Lender (after payment of all Non-Excluded Taxes) interest or any such other
amounts payable hereunder at the rates or in the

                                     - 59 -



amounts specified in this Agreement and the Notes; provided, however, that
Borrowers shall be entitled to deduct and withhold any Non-Excluded Taxes and
shall not be required to increase any such amounts payable to any Lender that is
not organized under the laws of the United States of America or a state thereof
if such Lender fails to comply with the requirements of Section 5.10.2. Whenever
any Non-Excluded Taxes are payable by Borrowers, as promptly as possible
thereafter Borrowers shall send to the Agent for its own account or for the
account of such Lender, as the case may be, a certified copy of an original
official receipt received by Borrowers showing payment thereof. If Borrowers
fail to pay any Non-Excluded Taxes when due to the appropriate taxing authority
or fail to remit to Agent the required receipts or other required documentary
evidence, Borrowers shall indemnify Agent and Lenders for any incremental Taxes,
interest or penalties that may become payable by Agent or any Lender as a result
of any such failure. The agreements in this Section 5.10.1 shall survive the
termination of this Agreement and the payment of the Notes and all other amounts
payable hereunder.

           5.10.2. Withholding Tax Exemption. Each Lender that is not
incorporated under the laws of the United States of America or a state thereof
shall:

               (X) (i) on or before the date of any payment by Borrowers under
     this Agreement or the Notes to such Lender, deliver to Borrowers and Agent
     (A) 2 duly completed copies of United States Internal Revenue Service Form
     W-8BEN or W-8ECI, or successor applicable form, as the case may be,
     certifying that it is entitled to receive payments under this Agreement
     without deduction or withholding of any United States federal income taxes
     and (B) an Internal Revenue Service Form W-8BEN or W-9, or successor
     applicable form, as the case may be, certifying that it is entitled to an
     exemption from United States backup withholding tax;

               (ii)    deliver to Borrowers and Agent 2 further copies of any
     such form or certification on or before the date that any such form or
     certification expires or becomes obsolete and after the occurrence of any
     event requiring a change in the most recent form previously delivered by it
     to Borrowers; and

               (iii)   obtain such extensions of time for filing and complete
     such forms or certifications as may reasonably be requested by Borrowers or
     Agent; or

               (Y)     in the case of any such Lender that is not a "bank"
     within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code and
     that is relying on the exemption under Section 881(c) of the Code, (i)
     represent to Borrowers (for the benefit of Borrowers and Agent) that it is
     not a bank within the meaning of Section 881(c)(3)(A) of the Code, (ii)
     agree to furnish to Borrowers on or before the date of any payment by
     Borrowers, with a copy to Agent, (A) a certificate substantially in the
     form of Exhibit I hereto (any such certificate a "U.S. Tax Compliance
     Certificate") and (B) 2 accurate and complete original signed copies of
     Internal Revenue Service Form W-8BEN, or successor applicable form
     certifying to such Lender's legal entitlement at the date of such
     certificate to an exemption from U.S. withholding tax under the provisions
     of Section 881(c) of the Internal Revenue Code with respect to payments to
     be made under this Agreement (and to deliver to Borrowers and Agent 2
     further copies of such form on or before the date it expires or becomes
     obsolete and after the occurrence of any event requiring a change in the
     most recently provided form and, if necessary, obtain any extensions of
     time reasonably requested by Borrowers or Agent for filing and completing
     such forms), and (iii) agree, to the extent legally entitled to do so, upon
     reasonable request by Borrowers, to provide to Borrowers (for the benefit
     of Borrowers and Agent) such other forms as may be reasonably required in
     order to establish the legal entitlement of such Lender to an exemption
     from withholding with respect to payments under this Agreement;

                                     - 60 -



unless in any such case any change in treaty, law or regulation has occurred
after the date such Person becomes a Lender hereunder which renders all such
forms inapplicable or which would prevent such Lender from duly completing and
delivering any such form with respect to it and such Lender so advises Borrowers
and Agent. Each Person that shall become a Lender or a Participant pursuant to
Section 14 shall, upon the effectiveness of the related transfer, be required to
provide all of the forms, certifications and statements required pursuant to
this Section 5.10.2, provided that in the case of a Participant the obligations
of such Participant pursuant to this Section 5.10.2 shall be determined as if
the Participant were a Lender except that such Participant shall furnish all
such required forms, certifications and statements to the Lender from which the
related participation shall have been purchased.

     5.11. CERTAIN RULES RELATING TO THE PAYMENT OF ADDITIONAL AMOUNTS.

           5.11.1. Upon the request, and at the expense, of Borrowers, each
Lender to which any Borrower is required to pay any additional amount pursuant
to Section 5.10, and any Participant in respect of whose participation such
payment is required, shall reasonably afford Borrowers the opportunity to
contest, and reasonably cooperate with Borrowers in contesting, the imposition
of any Non-Excluded Tax giving rise to such payment; provided that (i) such
Lender shall not be required to afford Borrowers the opportunity to so contest
unless Borrowers shall have confirmed in writing to such Lender their obligation
to pay such amounts pursuant to this Agreement and (ii) Borrowers shall
reimburse such Lender for its reasonable attorneys' and accountants' fees and
disbursements incurred in so cooperating with Borrowers in contesting the
imposition of such Non-Excluded Tax.

           5.11.2. If a Lender changes its applicable lending office (other than
pursuant to Section 5.11.3 below) and the effect of the change, as of the date
of the change, would be to cause Borrowers to become obligated to pay any
additional amount under Section 5.10, Borrowers shall not be obligated to pay
such additional amount.

           5.11.3. If a condition or an event occurs which would, or would upon
the passage of time or giving of notice, result in the payment of any additional
amount to any Lender by Borrowers pursuant to Section 5.10, such Lender shall
promptly notify Borrowers and Agent and shall take such steps as may reasonably
be available to it and acceptable to Borrowers to mitigate the effects of such
condition or event (which shall include efforts to rebook the Loans held by such
Lender at another lending office, or through another branch or an affiliate, of
such Lender); provided that such Lender shall not be required to take any step
that, in its reasonable judgment, would be materially disadvantageous to its
business or operations or would require it to incur additional costs (unless
Borrowers agree to reimburse such Lender for the reasonable incremental
out-of-pocket costs thereof).

           5.11.4. If Borrowers shall become obligated to pay additional amounts
pursuant to Section 5.10 and any affected Lender shall not have promptly taken
steps necessary to avoid the need for payments under Section 5.10, Borrowers
shall have the right, for so long as such obligation remains, (x) with the
assistance of Agent, to seek one or more substitute Lenders reasonably
satisfactory to Agent and Borrowers to purchase the affected Loan, in whole or
in part, at an aggregate price no less than such Loan's principal amount plus
accrued interest, fees and expenses, and assume the affected obligations under
this Agreement, or (y) upon at least 4 Business Days irrevocable notice to
Agent, to prepay the affected Loan, in whole or in part without premium or
penalty. In the case of the substitution of a Lender, Borrowers, Agent, the
affected Lender, and any substitute Lender shall execute and deliver an
appropriately completed Assignment and

                                     - 61 -



Acceptance pursuant to Section 14.3 to effect the assignment of rights to, and
the assumption of obligations by, the substitute Lender. In the case of a
prepayment of an affected Loan, the amount specified in the prepayment notice
shall be due and payable on the date specified therein, together with any
accrued interest, fees and expenses to such date on the amount prepaid. No such
substitution or prepayment shall affect the obligation of Borrowers to pay the
relevant additional amounts pursuant to Section 5.10 with respect to the period
prior to such substitution or prepayment, as the case may be.

           5.11.5. The obligations of a Lender or Participant under this Section
5.11 shall survive the termination of this Agreement and the payment of the
Notes and all other amounts payable hereunder.

     5.12. NATURE AND EXTENT OF EACH BORROWER'S LIABILITY.

           5.12.1. Joint and Several Liability. Each Borrower shall be liable
for, on a joint and several basis, and hereby guarantees the timely payment by
the other Borrower of, all of the Revolver Loans and other Obligations,
regardless of which Borrower actually may have received the proceeds of any
Revolver Loans or other extensions of credit hereunder or the amount of such
Revolver Loans received or the manner in which Agent or any Lender accounts for
such Revolver Loans or other extensions of credit on its books and records, it
being acknowledged and agreed that Revolver Loans to one Borrower inure to the
mutual benefit of both Borrowers and that Agent and Lenders are relying on the
joint and several liability of Borrowers in extending the Revolver Loans and
other financial accommodations hereunder. Each Borrower hereby unconditionally
and irrevocably agrees that upon default in the payment when due (whether at
stated maturity, by acceleration or otherwise) of any principal of, or interest
owed on, any of the Revolver Loans or other Obligations, such Borrower shall
forthwith pay the same, without notice or demand.

           5.12.2. Unconditional Nature of Liability. Each Borrower's joint and
several liability hereunder with respect to, and guaranty of, the Revolver Loans
and other Obligations shall, to the fullest extent permitted by Applicable Law,
be unconditional irrespective of (i) the validity, enforceability, avoidance or
subordination of any of the Obligations or of any promissory note or other
document evidencing all or any part of the Obligations, (ii) the absence of any
attempt to collect any of the Obligations from any other Obligor or any
Collateral or other security therefor, or the absence of any other action to
enforce the same, (iii) the waiver, consent, extension, forbearance or granting
of any indulgence by Agent or any Lender with respect to any provision of any
instrument evidencing or securing the payment of any of the Obligations, or any
other agreement now or hereafter executed by the other Borrower and delivered to
Agent or any Lender, (iv) the failure by Agent to take any steps to perfect or
maintain the perfected status of its security interest in or Lien upon, or to
preserve its rights to, any of the Collateral or other security for the payment
or performance of any of the Obligations or Agent's release of any Collateral or
of its Liens upon any Collateral, (v) Agent's or Lenders' election, in any
proceeding instituted under the Bankruptcy Code, for the application of Section
1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a security
interest by the other Borrower, as debtor-in-possession under Section 364 of the
Bankruptcy Code, (vii) the release or compromise, in whole or in part, of the
liability of any Obligor for the payment of any of the Obligations, (viii) any
amendment or modification of any of the Credit Documents or waiver of any
Default or Event of Default thereunder, (ix) any increase in the amount of the
Obligations beyond any limits imposed herein or in the amount of any interest,
fees or other charges payable in connection therewith, or any decrease in the
same, (x) the disallowance of all or any portion of Agent's or any Lender's
claims for the repayment of any of the Obligations under Section 502 of the
Bankruptcy Code, or (xi) any other circumstance that might constitute a legal or
equitable discharge or defense of a Borrower. After the occurrence and during
the continuance of any Event of Default, Agent may proceed directly and at once,
without notice to any Obligor, against any or all of Obligors to collect and
recover all or any part of the Obligations, without first proceeding against any
other Obligor or against any Collateral or

                                     - 62 -



other security for the payment or performance of any of the Obligations, and
each Borrower, to the fullest extent permitted by Applicable Law, waives any
provision that might otherwise require Agent under Applicable Law to pursue or
exhaust its remedies against any Collateral or any other Obligor before pursuing
such Borrower. Each Borrower consents and agrees that Agent shall be under no
obligation to marshal any assets in favor of any such Borrower or against or in
payment of any or all of the Obligations.

           5.12.3. No Reduction in Liability for Obligations. No payment or
payments made by an Obligor or received or collected by Agent from an Obligor or
any other Person by virtue of any action or proceeding or any setoff or
appropriation or application at any time or from time to time in reduction of or
in payment of the Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of any Borrower under this Agreement, each of
which shall remain jointly and severally liable for the payment and performance
of all Revolver Loans and other Obligations until the Obligations are paid in
full and this Agreement is terminated.

           5.12.4. Contribution. Each Borrower is unconditionally obligated to
repay the Obligations as a joint and several obligor under this Agreement. If,
as of any date, the aggregate amount of payments made by a Borrower on account
of the Obligations and proceeds of such Borrower's Collateral that are applied
to the Obligations exceeds the aggregate amount of Revolver Loan proceeds
actually used by such Borrower in its business (such excess amount being
referred to as an "Accommodation Payment"), then the other Borrower (the
"Contributing Borrower") shall be obligated to make contribution to such
Borrower (the "Paying Borrower") in an amount equal to (A) the product derived
by multiplying the sum of each Accommodation Payment of the Paying Borrower by
the Allocable Percentage of the Contributing Borrower less (B) the amount, if
any, of the then outstanding Accommodation Payment of such Contributing Borrower
(such last mentioned amount which is to be subtracted from the aforesaid product
to be increased by any amounts theretofore paid by such Contributing Borrower by
way of contribution hereunder, and to be decreased by any amounts theretofore
received by such Contributing Borrower by way of contribution hereunder);
provided, however, that a Paying Borrower's recovery of contribution hereunder
from the other Borrower shall be limited to that amount paid by the Paying
Borrower in excess of its Allocable Percentage of all Accommodation Payments
then outstanding of both Borrowers. As used herein, the term "Allocable
Percentage" shall mean, on any date of determination thereof, a fraction the
denominator of which shall be 2 and the numerator of which shall be 1.

           5.12.5. Subordination. Each Borrower hereby subordinates any claims,
including any right of payment, subrogation, contribution and indemnity, that it
may have from or against any other Obligor, and any successor or assign of any
other Obligor, including any trustee, receiver or debtor-in-possession,
howsoever arising, due or owing or whether heretofore, now or hereafter
existing, to the payment in full of all of the Obligations.

SECTION 6.  COMMITTED TERM AND TERMINATION OF COMMITMENTS

     6.1.  Committed Term of Revolver Commitments. Subject to each Lender's
right to cease making Revolver Loans or other extensions of credit hereunder to
Borrowers when any of the conditions precedent set forth in Section 11.2 are not
satisfied (provided that such Lender has complied with the provisions of Section
4.1.2) or upon termination of the Revolver Commitments as provided in Section
6.2 hereof, the Revolver Commitments shall be in effect for the Committed Term.

                                     - 63 -



     6.2.  TERMINATION.

           6.2.1.   Termination by Agent. Agent may (and upon the direction of
the Required Lenders, shall) terminate the Revolver Commitments without notice
at any time that an Event of Default exists; provided that the Revolver
Commitments shall automatically terminate as provided in Section 12.2 hereof.

           6.2.2.   Termination by Borrowers. Upon at least 10 Domestic Business
Days prior written notice to Agent, Borrowers may, at their option, terminate
the Revolver Commitments; provided, that no such termination by Borrowers shall
be effective until Borrowers have satisfied all of the Obligations and executed
in favor of and delivered to Agent and each Lender a general release of all
Indemnified Claims that each Borrower may have against either of Agent or any
Lender. Any notice of termination given by Borrowers shall be irrevocable unless
Agent otherwise agrees in writing. Borrowers may elect to terminate the Revolver
Commitments in their entirety only. No section of this Agreement, Type of
Revolver Loan available hereunder or Revolver Commitment may be terminated by
Borrowers singly.

           6.2.3.   Effect of Termination. On the effective date of termination
of the Revolver Commitments by Agent or by Borrowers, all of the Obligations
shall be immediately due and payable and Lenders shall have no obligation to
make any Revolver Loans or issue any Letter of Credit. All undertakings,
agreements, covenants, warranties and representations of each Borrower contained
in the Credit Documents shall survive any such termination and Agent shall
retain its Liens in Collateral and all of its rights and remedies under the
Credit Documents notwithstanding such termination until Borrowers have satisfied
the Obligations to Agent and Lenders, in full. For purposes hereof, the
Obligations shall not be deemed to have been satisfied until all Obligations for
the payment of money have been paid to Agent in same day funds and all
Obligations that are at the time in question contingent (including all LC
Obligations that exist by virtue of an outstanding Letter of Credit) have been
fully cash collateralized in favor and to the satisfaction of Agent or Agent has
received as beneficiary a direct pay letter of credit in form and from an LC
Issuer acceptable to Agent (based upon Agent's customary criteria for
determining the acceptability to it of such LC Issuers) and providing for direct
payment to Agent of all such contingent Obligations at the time they become
fixed. Notwithstanding the payment in full of the Obligations, Agent shall not
be required to terminate its security interests in any of the Collateral unless,
with respect to any loss or damage Agent may incur as a result of the dishonor
or return of any Payment Items applied to the Obligations, Agent shall have
received either (i) a written agreement, executed by Borrowers and any Person
whose loans or other advances to Borrowers are used in whole or in part to
satisfy the Obligations, indemnifying Agent and Lenders from any such loss or
damage; or (ii) such monetary reserves and Liens on Collateral for such period
of time as Agent, in its reasonable discretion, may deem necessary to protect
Agent from any such loss or damage. All obligations of Borrowers to indemnify
Agent and each Lender pursuant to this Agreement shall in all events survive any
termination of the Revolver Commitments.

SECTION 7.   COLLATERAL

     7.1.  Collateral for Obligations. The prompt payment and performance of all
of the Obligations shall be secured by the Liens granted to Agent for the
benefit of the Lender Group pursuant to the Security Documents, to the extent
provided in the Security Documents, including the Liens created by the Mortgages
upon all Real Estate and the Liens created under the Borrower Security Agreement
and the Guarantor Security Agreements.

     7.2.  Real Estate as Collateral. On or before April 25, 2003, each Borrower
shall, and shall cause each Obligor to, execute and deliver to Agent all
Mortgages that such Borrower or Obligor is requested by

                                     - 64 -



Agent to execute with respect to the Real Estate, after first complying with the
provisions of Sections 10.1.11 through 10.1.13 and obtaining and delivering to
Agent all other Real Property Documentation.

     7.3   Commercial Tort Claims. Within 30 days after a Borrower or a
Guarantor makes a filing or appearance in court as a claimant with respect to a
Commercial Tort Claim (as defined in the UCC) for damages equal to or exceeding
$100,000 (and if no dollar amount of recovery is expressly set forth in a
filing, such amount shall be the amount such Borrower or such Guarantor in good
faith believes to be the amount of recoverable damages), Borrowers shall send to
Agent and Lender written notice, signed by such Borrower or such Guarantor,
containing the following: (i) an identification of the parties involved, the
amount claimed for damages by such Borrower or such Guarantor, and the events
that gave rise to such Commercial Tort Claim, and (ii) a grant of a security
interest in such Commercial Tort Claim in favor of Agent for the benefit of the
Lender Group. Agent shall be authorized to amend any UCC-1 financing statements,
without further authorization by such Borrower or such Guarantor, in order to
include an identification of such Commercial Tort Claim as part of the
Collateral.

     7.4.  Lien Perfection; Further Assurances. Promptly after Agent's request
therefor, each Borrower shall execute and deliver to Agent such instruments,
assignments or documents as are necessary under the UCC or other Applicable Law
to perfect Agent's Liens in any of the Collateral, and shall take such other
action as may be requested by Agent to enable Agent to obtain "control" (within
the meaning of Revised Article 9 of the UCC) with respect to any Collateral
consisting of investment property, a Deposit Account, electronic chattel paper
or letter of credit rights having an individual value in excess of $25,000 or
having an aggregate value of $250,000 or less, or give effect to or carry out
the intent and purposes of this Agreement or any of the Security Documents.

SECTION  8.  COLLATERAL ADMINISTRATION

     8.1.  GENERAL PROVISIONS.

           8.1.1. Location of Collateral. All tangible items of Collateral,
other than Inventory in transit,  shall at all times be kept by Borrowers at one
or more of the  business  locations  of  Borrowers  set forth in Schedule  8.1.1
hereto and shall not be moved  therefrom,  without the prior written approval of
Agent, except that in the absence of an Event of Default and acceleration of the
maturity  of  the  Obligations  in  consequence  thereof,   Remington  may  have
Inventory,  Equipment or any record  relating to  Collateral at locations in the
United  States as long as (i) with  respect  to any  location  other than as set
forth in Schedule 8.1.1 at which Inventory in an aggregate  amount of $2,500,000
or more  (or  $175,000  or more  per  location)  and  Equipment  (if  any) in an
aggregate  amount of  $2,500,000  or more (or $175,000 or more per  location) is
located,  Borrowers shall have obtained a Lien Waiver,  and (ii) with respect to
any other  location,  Borrowers  shall have  given  Agent at least 10 days prior
written notice of such location prior to moving Collateral to such location, and
(iii) make sales or other dispositions of Collateral to the extent authorized by
Section 10.2.9 hereof.

           8.1.2.  Insurance of Collateral; Condemnation Proceeds.

               (i)     Borrowers shall maintain and pay for insurance upon all
Collateral, wherever located, covering casualty, hazard, public liability,
theft, malicious mischief, and such other risks in such amounts and with such
insurance companies as are satisfactory to Agent and with an insurance company
with a Best's rating of "A" or better and a financial size category of not less
than XII. All proceeds payable under each such policy shall be payable to Agent
for application to the Obligations. Borrowers shall deliver the originals or
certified copies of such policies to Agent with satisfactory lender's loss
payable endorsements

                                     - 65 -



reasonably satisfactory to Agent, naming Agent as sole lender's loss payee,
assignee or additional insured, as appropriate. Each policy of insurance or
endorsement shall contain a clause requiring the insurer to give not less than
30 days prior written notice to Agent in the event of cancellation of the policy
for any reason whatsoever and a clause specifying that the interest of Agent
shall not be impaired or invalidated by any act or neglect of a Borrower or the
owner of the Property or by the occupation of the premises for purposes more
hazardous than are permitted by said policy. If the Borrowers fail to provide
and pay for such insurance, Agent may, at its option, but shall not be required
to, procure the same and charge Borrowers therefor. Borrowers agree to deliver
to Agent, promptly as rendered, true copies of all reports made in any reporting
forms to insurance companies. For so long as no Event of Default exists,
Borrowers shall have the right to settle, adjust and compromise any claim with
respect to any insurance maintained by Borrowers provided that all proceeds
thereof are applied in the manner specified in this Agreement, and Agent agrees
promptly to provide any necessary endorsement to any checks or drafts issued in
payment of any such claim. At any time that an Event of Default exists, only
Agent shall be authorized to settle, adjust and compromise such claims and Agent
shall have all rights and remedies with respect to such policies of insurance as
are provided for in this Agreement and the other Credit Documents.

               (ii)    Any proceeds of insurance referred to in this Section
8.1.2 and any condemnation awards that are paid to Agent in connection with a
condemnation of Collateral shall be paid to Agent and applied first to the
payment of the Revolver Loans and then to any other Obligations outstanding,
provided that if requested by Borrowers in writing within 30 days after Agent's
receipt of such proceeds relating to Equipment or Real Estate and if no Default
or Event of Default exists, Borrowers may apply such proceeds to repair or
replace the damaged or destroyed Equipment or Real Estate so long as (1) such
repair or replacement is promptly undertaken and concluded, (2) the repaired or
replaced Property is at all times free and clear of Liens other than Permitted
Liens and permits Borrowers to resume productivity comparable to Borrowers'
productivity levels prior to the loss, and (3) the amount of proceeds from any
single casualty affecting Equipment or Real Estate does not exceed $2,500,000.

           8.1.3.   Protection of Collateral. All reasonable costs and expenses
of protecting, storing, warehousing, insuring, handling, maintaining and
shipping of the Collateral, all Taxes imposed under any Applicable Law on any of
the Collateral or in respect of the sale thereof, and all other payments
required to be made by Agent to any Person to realize upon the Collateral shall
be borne and paid by Borrowers. If the Borrowers fail to pay promptly any
portion thereof when due, Agent may, at its option, but shall not be required
to, pay the same and charge Borrowers therefor. Neither Agent nor any Lender
shall be liable or responsible in any way for the safekeeping of any of the
Collateral or for any loss or damage thereto (except for reasonable care in the
custody thereof while any Collateral is in Agent's actual possession) or for any
diminution in the value thereof, or for any act or default of any warehouseman,
carrier, forwarding agency, or other Person whomsoever, but the same shall be at
each Borrower's sole risk.

           8.1.4.   Defense of Title to Collateral. Borrowers shall at all times
jointly and severally defend their respective title to the Collateral and
Agent's Liens therein against all Persons and all claims and demands whatsoever.

     8.2.  ADMINISTRATION OF ACCOUNTS.

           8.2.1.   Records and Schedules of Accounts. Each Borrower shall keep
accurate and complete records of its Accounts and all payments and collections
thereon and shall submit to Agent with each Borrowing Base Certificate to be
delivered pursuant to Section 8.5, or on such other periodic basis as Agent
shall request a sales and collections report for the preceding period, in form
satisfactory to Agent. Each

                                     - 66 -



Borrower shall also provide to Agent, in form acceptable to Agent, a detailed
aged trial balance of its Accounts existing as of the last day of the preceding
month, specifying the names, addresses, face value, dates of invoices and due
dates for each Account Debtor obligated on an Account so listed ("Schedule of
Accounts"), and, upon Agent's request therefor, copies of proof of delivery and
the original copy of all documents, including repayment histories and present
status reports relating to the Accounts so scheduled and such other matters and
information relating to the status of then existing Accounts as Agent shall
reasonably request. In addition, if Accounts of a Borrower in an aggregate face
amount in excess of $1,000,000 cease to be Eligible Accounts, in whole or in
part, Borrowers shall notify Agent of such occurrence promptly (and in any event
within 2 Domestic Business Days) after a Borrower's having obtained knowledge of
such occurrence and the Borrowing Base shall thereupon be adjusted to reflect
such occurrence. Each Borrower shall deliver to Agent, upon Agent's request,
copies of invoices or invoice registers related to all of its Accounts.

           8.2.2.   Discounts, Disputes and Returns. If a Borrower grants any
discounts, allowances or credits (including co-operative advertising and volume
rebates) that are not shown on the face of the invoice for the Account involved,
Borrowers shall report such discounts, allowances or credits, as the case may be
to Agent as part of the next required Schedule of Accounts. If any amounts due
and owing in excess of $1,000,000 are in dispute between a Borrower and any
Account Debtor, or if any returns are made in excess of $1,000,000 with respect
to any Accounts owing from an Account Debtor, such Borrower shall provide Agent
with written notice thereof at the time of submission of the next Schedule of
Accounts, explaining in detail the reason for the dispute or return, all claims
related thereto and the amount in controversy. Upon and after the occurrence of
an Event of Default, Agent shall have the right to settle or adjust all disputes
and claims directly with the Account Debtor and to compromise the amount or
extend the time for payment of any Accounts of a Borrower upon such terms and
conditions as Agent may deem advisable, and to charge the deficiencies, costs
and expenses thereof, including attorney's fees, to Borrowers.

           8.2.3.   Taxes. If an Account of a Borrower includes a charge for any
Taxes payable to any governmental taxing authority, Agent may, in its sole
discretion, after notice to Borrower, to pay the amount thereof to the proper
taxing authority for the account of Borrowers and to charge Borrowers therefor;
provided, however, that neither Agent nor any Lenders shall be liable for any
Taxes that may be due by a Borrower.

           8.2.4.   Account Verification. Whether or not a Default or an Event
of Default exists, Agent shall have the right at any time, in the name of Agent,
any designee of Agent or a Borrower to verify the validity, amount or any other
matter relating to any Accounts of a Borrower by mail, telephone, telegraph or
otherwise. Each Borrower shall cooperate fully with Agent in an effort to
facilitate and promptly conclude any such verification process.

           8.2.5.   Lockbox; Collateral Reserve Account; Control Agreements. (i)
On or before the Closing Date, each Borrower and each Guarantor shall establish
and continually maintain with Agent one or more Collateral Reserve Accounts and
shall join with Agent in executing Deposit Account Control Agreements with each
depository bank other than Wachovia (so that all such depository banks become
Approved Depositories) into which is deposited an aggregate amount in excess of
$25,000 of cash and Payment Items which such Borrower or Guarantor has or may at
any time hereafter receive in full or partial payment for any Inventory, in
respect of any Borrower's or Guarantor's Accounts, Chattel Paper or General
Intangibles. In addition, each Borrower and each Guarantor receiving any Net
Disposition Proceeds which are required to be applied to prepayment of the
Revolver Loans pursuant to Section 5.4(a) shall (or shall cause each other
Person receiving such Net Disposition Proceeds to) promptly remit all such
proceeds to Agent. In the event that any cash or Payment Items are inadvertently
received by an Obligor or any other Person, other than in accordance with the
terms of this Agreement, such Obligor or other Person shall be deemed to hold
the

                                     - 67 -



same in trust for the benefit of Agent and shall promptly forward them to Agent
or another Approved Depository. Subject to the provisions of clauses (ii) and
(iii) below, all amounts held by Approved Depositories may be transferred to the
operating account of a Borrower or a Guarantor in the Ordinary Course of
Business.

               (ii)    If at any time a Cash Management Event (as defined below)
occurs, each Borrower and each relevant Guarantor shall promptly open a lockbox
with Agent (in either case, a "Lockbox") (or at the option of Agent, Agent shall
be given exclusive control of the existing lockbox or lockboxes), in either
case, "Lockbox") and Agent shall notify Wachovia and all other Approved
Depositories to remit balances in Deposit Accounts maintained by them to Agent.
Agent agrees not to exercise its exclusive control over any such Deposit
Accounts except after and during the continuance of a Cash Management Event.
Agent also agrees, upon Borrowers' written request, to notify Wachovia and all
other Approved Depositories to remit balances in Deposit Accounts maintained by
them to Borrowers after the occurrence of a Cash Management Reinstatement Event
(as defined below, unless a subsequent Cash Management Event shall occur,
whereupon Agent shall notify Wachovia and all other Approved Depositories to
remit balances in Deposit Accounts maintained by them to Agent). Agent shall
remove from all Lockboxes, and shall deposit to a Collateral Reserve Account
promptly after receipt, all cash and Payment Items received from Account Debtors
and all amounts received from Approved Depositories and, subject to clause (iii)
below, Agent shall apply the proceeds thereof against the Obligations in
accordance with the terms of this Agreement, with remaining collected amounts in
each Collateral Reserve Account to be transferred by Agent to the operating
account of a Borrower, provided that Net Deposition Proceeds shall be held
subject to the provisions of Section 5.4. As used herein, the term "Cash
Management Event" shall mean the occurrence or existence of any of the following
events or conditions: (x) Availability on any date shall be less than
$12,500,000 (whether or not Availability shall thereafter equal or exceed such
amount); (y) there shall occur any event or condition that has had or could
reasonably be expected to have a Material Adverse Effect, as determined in the
reasonable judgment of Agent or the Required Lenders; or (z) an Event of Default
shall exist and Agent or the Required Lenders shall have, in its or their sole
discretion, elected to enforce, collect and receive all amounts owing with
respect to the Accounts and/or other Collateral. As used herein, the term "Cash
Management Reinstatement Event" shall mean the occurrence or existence of the
following events or conditions after a Cash Management Event has occurred: (i)
Availability shall have been not less than $17,500,000 for a period of 90
consecutive days after the occurrence of a Cash Management Event and (ii) during
such 90-day period no event or condition shall exist which would constitute a
Cash Management Event.

               (iii)   At any time that an Event of Default exists, Agent may at
any time in its sole credit judgment, and shall if requested to do so in writing
by the Required Lenders, direct Account Debtors to make payments with respect to
any or all of the Accounts, Chattel Paper and General Intangibles of Borrowers
and Guarantors directly to Agent, and the Account Debtors are hereby authorized
and directed to do so by Borrowers and Guarantors upon Agent's direction, and
the funds so received shall be deposited in a Collateral Reserve Account, and
all amounts in a Collateral Reserve Account during the existence of any such
Event of Default may be applied by Agent to the Obligations in accordance with
the provisions of this Agreement.

     8.3.  ADMINISTRATION OF INVENTORY.

           8.3.1.   Records and Reports of Inventory. Each Borrower shall keep
accurate and complete records of its Inventory and shall furnish Agent and
Lenders inventory reports respecting such Inventory in form and detail
satisfactory to Agent and Lenders at such times as Agent and Lenders may
request, but so long as no Default or Event of Default exists, no more
frequently than once each week. Each Borrower shall either (i) conduct a
physical inventory of its Inventory, or (ii) maintain a program of cycle
counting of Inventory

                                     - 68 -



(which program is acceptable to, and has been certified by, its certified public
accountants), in each case as often as Agent may request but so long as no
Default or Event of Default exists, no more frequently than once each Fiscal
Year, and shall provide to Agent and Lenders a report based on each such
physical inventory promptly thereafter, together with such supporting
information as Agent shall request.

           8.3.2.   Returns of Inventory. No Borrower shall return any of its
Inventory to a supplier or vendor thereof, or any other Person, whether for
cash, credit against future purchases or then existing payables, or otherwise,
unless (i) such return is in the Ordinary Course of Business of such Borrower;
(ii) no Default or Event of Default exists at the time of such return or would
result therefrom; (iii) the return of such Inventory will not result in an
Out-of-Formula Condition; and (iv) any payments received by a Borrower in
connection with any such return are promptly turned over to Agent for
application to the Obligations.

     8.4. ADMINISTRATION OF EQUIPMENT.

           8.4.1.   Records and Schedules of Equipment. Each Borrower shall keep
accurate records itemizing and describing the kind, type, quality, quantity and
value of its Equipment and all dispositions made in accordance with Section
8.4.2 hereof, and shall furnish Agent and Lenders with a current schedule
containing the foregoing information on an annual basis and, at any time that a
Default or Event of Default exists as and when requested by Agent (but in no
event more frequently than 4 times per calendar year). Promptly after request
therefor by Agent, each Borrower shall deliver to Agent and Lenders any and all
evidence (if any) of ownership of any of the Equipment.

           8.4.2.   Dispositions of Equipment. No Borrower shall sell, lease or
otherwise dispose of or transfer any of its Equipment or any part thereof
without the prior written consent of Agent; provided, however, that the
foregoing restriction shall not apply, for so long as no Default or Event of
Default exists, to (i) dispositions which, in the aggregate as to Borrowers
during any consecutive 12-month period, have a fair market value or book value,
whichever is more, of $2,000,000 or less, provided that all Net Disposition
Proceeds thereof are remitted to Agent for application to the Obligations; (ii)
replacements of Equipment that is substantially worn, damaged or obsolete with
Equipment of like kind, function and value, provided that the replacement
Equipment shall be acquired prior to or concurrently with any disposition of the
Equipment that is to be replaced, the replacement Equipment shall be free and
clear of Liens other than Permitted Liens that are not Purchase Money Liens, and
Borrowers shall have given Agent at least 10 days prior written notice of any
such disposition that involves Equipment having a fair market value or book
value, whichever is more, of $500,000 or more; and (iii) dispositions authorized
by Section 10.2.9(ii), provided that all Net Disposition Proceeds thereof are
remitted to Agent for application to the Obligations.

           8.4.3.   Condition of Equipment. The Equipment is in good operating
condition and repair, and all necessary replacements of and repairs thereto
shall be made so that the value and operating efficiency of the Equipment shall
be maintained and preserved, reasonable wear and tear excepted. No Borrower will
permit any of its Equipment to become affixed to any real Property leased to
each Borrower so that an interest arises therein under the real estate laws of
the applicable jurisdiction unless the landlord of such real Property has
executed a landlord waiver or leasehold mortgage in favor of and in form
acceptable to Agent, and no Borrower will permit any of its Equipment to become
an accession to any personal Property that is subject to a Lien unless the Lien
is a Permitted Lien (other than a Purchase Money Lien).

           8.4.4.  Appraisals.  Agent reserves the right, exercisable from time
to time hereafter in Agent's credit judgment, to require each Borrower and each
Guarantor to obtain, and each Borrower and each Guarantor shall promptly obtain,
at each Borrower's expense, appraisals or updates to existing appraisals being

                                     - 69 -



obtained in connection with the execution and delivery of this Agreement,
reflecting then current values of the Equipment; provided, however, that unless
a Default or Event of Default exists, not more than one such appraisal annually
shall be conducted at Borrowers' expense. Nothing herein shall be construed to
prohibit Agent from obtaining any such appraisal, either directly or through any
Agent Professional, and charging the cost of any such appraisal to Borrowers,
subject to the limitations hereinabove set forth when no Default or Event of
Default exists.

     8.5.  Borrowing Base Certificates. Borrowers shall deliver to Agent a
Borrowing Base Certificate each month, on the 15th day of such month, in which
the Borrowing Base shall be calculated as of the last day of the immediately
preceding month (each a "Monthly Borrowing Base Certificate"); provided,
however, that (i) if on any date Availability (as reflected in a Borrowing Base
Certificate or as independently determined by Agent) is less than $12,500,000,
then Agent may also require Borrowers to deliver (a) Borrowing Base Certificate
on or before the third Domestic Business Day of each week, in which the
Borrowing Base shall be calculated as of the last day of the immediately
preceding week (each a "Weekly Borrowing Base Certificate"); and (ii) if on any
date Availability is less than $8,000,000 or the aggregate amount of outstanding
Revolver Loans exceeds the Formula Amount as shown on the last Borrowing Base
Certificate or as otherwise calculated by Agent, then, without limiting any
other right or remedy of Agent or Lenders hereunder as a consequence of any such
Out-of-Formula Condition, Agent may also require Borrowers to deliver to Agent a
Borrowing Base Certificate on each Domestic Business Day (each a "Daily
Borrowing Base Certificate"); and provided further, however, that, if Agent
shall require Borrowers to submit Borrowing Base Certificates more frequently
than once a month, the calculations shown in each Daily Borrowing Base
Certificate or Weekly Borrowing Base Certificate, as applicable, need show only
changes in the Accounts and the components of the Accounts (for the avoidance of
doubt the other components of the Borrowing Base shall be adjusted at the time
of and reflected on each subsequent Monthly Borrowing Base Certificate). All
calculations of Availability in connection with the preparation of any Borrowing
Base Certificate shall originally be made by Borrowers and certified to Agent,
provided that Agent shall have the right to review and adjust, in the exercise
of its credit judgment, any such calculation (i) to reflect its reasonable
estimate of any decline in value of Collateral described therein, (ii) to the
extent that such calculation is not made by Borrowers in accordance with this
Agreement, and (iii) to the extent that such calculation does not accurately
reflect the amount of the Availability Reserve. In no event shall the Borrowing
Base on any date be deemed to exceed the amount of the Borrowing Base shown on
the Borrowing Base Certificate last received by Agent prior to such date, as
such Borrowing Base Certificate may be adjusted by Agent as herein authorized.

     8.6.  Collateral Reporting. Borrowers shall deliver to Agent (i) together
with the Borrowing Base Certificate to be delivered pursuant to Section 8.5, a
Schedule of Accounts, inventory and consigned inventory reports, and (ii) on or
before the 15th day of each month, a summary of accounts payable, each in form
and detail satisfactory to Agent and Lenders. Each such report or summary shall
include all supporting documentation requested by Agent and Lenders.

     8.7.  Payment of Charges. All amounts  chargeable to Borrowers  under this
Section 8 shall be  Obligations  secured by all of the  Collateral  and shall be
payable on demand.

SECTION 9.   REPRESENTATIONS AND WARRANTIES

     9.1.  General Representations and Warranties. To induce Agent and Lenders
to enter into this  Agreement and to make  available  the Revolver  Commitments,
each Borrower warrants and represents to Agent and Lenders that:

                                     - 70 -



           9.1.1.   Organization and Qualification. Each Borrower and each of
its Subsidiaries is an entity duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization. Each Borrower
and each of its Subsidiaries is duly qualified and is authorized to do business
and is in good standing as a foreign corporation or limited liability company in
each state or jurisdiction listed on Schedule 9.1.1 hereto and in all other
states and jurisdictions in which the failure of such Borrower or any of its
Subsidiaries to be so qualified could reasonably be expected to have a Material
Adverse Effect.

           9.1.2.   Power and Authority. Each Borrower and each of its
Subsidiaries  is duly authorized and empowered to enter into,  execute,  deliver
and perform this Agreement and each of the other Credit Documents to which it is
a party.  The execution,  delivery and performance of this Agreement and each of
the other Credit Documents have been duly authorized by all necessary action and
do not and will not (i) require any consent or approval of any of the holders of
Equity Interests of any Obligor;  (ii) contravene the Organization  Documents of
any Obligor;  (iii) violate,  or cause any Obligor to be in default  under,  any
provision of any Applicable  Law, order,  writ,  judgment,  injunction,  decree,
determination  or award in effect having  applicability  to such  Obligor;  (iv)
result in a breach of or  constitute  a default  under any  indenture or loan or
credit  agreement  or any  other  agreement,  lease or  instrument  to which any
Obligor is a party or by which it or its Properties may be bound or affected, to
the extent that any such breach or default could  reasonably be expected to have
a Material  Adverse  Effect;  or (v)  result in, or  require,  the  creation  or
imposition of any Lien (other than Permitted  Liens) upon or with respect to any
of the Properties now owned or hereafter acquired by any Obligor.

           9.1.3.   Legally Enforceable Agreement. This Agreement is, and each
of the other Credit Documents when delivered under this Agreement will be, a
legal, valid and binding obligation of each Obligor party thereto enforceable
against such Obligor in accordance with the respective terms of such Credit
Documents, except as the enforceability thereof may be limited by laws relating
to Insolvency Proceeding or other similar laws of general application affecting
the enforcement of creditors' rights generally or by general equitable
principles.

           9.1.4.   Capital Structure. As of the date hereof, Schedule 9.1.4
hereto  states (i) the correct  name of each  Subsidiary,  its  jurisdiction  of
organization  and the  percentage  of its Equity  Interest  having voting powers
owned by each Person, (ii) the name of each corporate Affiliate of each Borrower
and the nature of the  affiliation and (iii) the number of authorized and issued
Equity  Interests  (and  treasury  shares)  of  each  Borrower  and  each of its
Subsidiaries.  Each  Borrower has good title to all of the shares it purports to
own of the Equity Interests of each of its Subsidiaries,  free and clear in each
case of any Lien other than Permitted Liens. All such Equity Interests have been
validly  issued in  accordance  with all  Applicable  Law and are fully paid and
non-assessable.

           9.1.5.   Corporate Names. During the 5-year period preceding the date
of this Agreement,  no Borrower nor any of its Subsidiaries has been known as or
used any  corporate,  fictitious  or trade names except those listed on Schedule
9.1.5 hereto.  Except as set forth on Schedule 9.1.5, no Borrower nor any of its
Subsidiaries has been the surviving  corporation of a merger or consolidation or
acquired all or substantially all of the assets of any Person.

           9.1.6.   Business Locations; Agent for Process. As of the date
hereof, the chief executive office and other places of business of each Borrower
and each of its Subsidiaries are as listed on Schedule 8.1.1 hereto. During the
5-year period preceding the date of this Agreement, no Borrower nor any of its
Subsidiaries has had an office, place of business or agent for service of
process other than as listed on Schedule 8.1.1. Except as shown on Schedule
8.1.1 on the date hereof, no Inventory of a Borrower having an

                                     - 71 -



aggregate Value in excess of $175,000 per location or $2,500,000 for all
locations is stored with a bailee, warehouseman or similar Person from whom a
Lien Waiver has not been obtained nor is any Inventory consigned to any Person.

           9.1.7.   Title to Properties; Priority of Liens. Each Borrower and
each of its  Subsidiaries  has  good  and  marketable  title  to and fee  simple
ownership of, or valid and  subsisting  leasehold  interests in, all of its real
Property,  and good title to all of its  material  items of  personal  Property,
including  all Property  reflected in the  financial  statements  referred to in
Section  9.1.9 or delivered  pursuant to Section  10.1.3,  in each case free and
clear of all Liens except Permitted Liens and Liens claimed with respect to Debt
that is being Properly Contested. Each Borrower has paid or discharged,  and has
caused each of its  Subsidiaries to pay and discharge,  all lawful claims which,
if unpaid,  could reasonably be expected to become a Lien against any Properties
of such  Borrower or such  Subsidiary  that is not a Permitted  Lien.  The Liens
granted to Agent under the Security Documents are first priority Liens,  subject
only to those Permitted Liens which are expressly  permitted by the terms of the
Credit Documents to have priority over the Liens of Agent.

           9.1.8.   Accounts. Agent may rely, in determining which Accounts of a
Borrower are Eligible Accounts, on all statements and representations made by
such Borrower with respect to any Accounts. Unless otherwise indicated in
writing to Agent, with respect to each Account of a Borrower, such Borrower
warrants that:

               (i)     It is genuine and in all respects what it purports to be,
     and it is not evidenced by a judgment;

               (ii)    It arises out of a completed, bona fide sale and
     delivery of goods by such Borrower in the Ordinary Course of its Business
     and substantially in accordance with the terms and conditions of all
     purchase orders, contracts or other documents relating thereto and forming
     a part of the contract between such Borrower and the Account Debtor;

               (iii)   It is for a liquidated amount maturing as stated in the
     duplicate invoice covering such sale or rendition of services, a copy of
     which has been furnished or is available to Agent on request;

               (iv)    Such Account, and Agent's security interest therein, is
     not, and will not (by voluntary act or omission of such Borrower) be in the
     future, subject to any offset, Lien, deduction, defense, dispute,
     counterclaim or any other adverse condition, except offsets for advertising
     allowances and disputes resulting in returned goods where the amount in
     controversy is reasonably determined by Agent to be immaterial, and each
     such Account is absolutely owing to such Borrower and is not contingent in
     any respect or for any reason;

               (v)     The contract under which such Account arose does not
     condition or restrict such Borrower's right to assign to Agent the right to
     payment thereunder unless such Borrower has obtained the Account Debtor's
     consent to such Collateral assignment or complied with any conditions to
     such assignment (regardless of whether under the UCC or other Applicable
     Law any such restrictions are ineffective to prevent the grant of a Lien
     upon such Account in favor of Agent);

               (vi)    Such Borrower has not made any agreement with any Account
     Debtor thereunder for any extension, compromise, settlement or modification
     of any such Account or any deduction therefrom, except discounts or
     allowances which are granted by such Borrower in the

                                     - 72 -



     ordinary course of its business for prompt payment and which are reflected
     in the calculation of the net amount of each respective invoice related
     thereto and are reflected in the Schedules of Accounts and Borrowing Base
     Certificates submitted to Agent pursuant to this Agreement;

               (vii)   To the best of such Borrower's knowledge, there are no
     facts, events or occurrences which are reasonably likely to impair the
     validity or enforceability of any of its Accounts or reduce the amount
     payable thereunder from the face amount of the invoice and statements
     delivered to Agent with respect thereto;

               (viii)  To the best of such Borrower's knowledge, the Account
     Debtor thereunder (1) had the capacity to contract at the time any contract
     or other document giving rise to the Account was executed and (2) such
     Account Debtor is Solvent; and

               (ix)    To the best of such Borrower's knowledge, there are no
     proceedings or actions which are threatened or pending against any Account
     Debtor thereunder and which are reasonably likely to result in any material
     adverse change in such Account Debtor's financial condition or the
     collectibility of such Account.

           9.1.9.   Financial Statements. Except as disclosed on Schedule 9.1.9,
the Consolidated balance sheets of Borrowers and such other Persons described
therein (including the accounts of all Subsidiaries of Borrowers for the
respective periods during which a Subsidiary relationship existed) as of
September 30, 2002, and the related statements of income, changes in
stockholder's equity, and changes in financial position for the periods ended on
such dates, have been prepared in accordance with GAAP, and present fairly the
Consolidated financial positions of each Borrower and such Persons at such dates
and the results of each Borrower's operations for such periods. Since September
30, 2002, except for the Special Distribution, there has been no material
adverse change in the condition, financial or otherwise, of either Borrower and
such other Persons as shown on the Consolidated financial statements as of such
date.

           9.1.10.  Full Disclosure. All information, other than financial
projections, pro forma information and forward looking statements, which has
been or is hereafter made available to Agent or any of Lenders by or on behalf
of either Borrower or any of their representatives in connection with this
Agreement, when taken as a whole with the Company's public filings with the
Securities and Exchange Commission, is and will be complete and correct in all
material respects as of the date made available to Agent or Lenders and does not
and will not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements contained therein not materially
misleading and (ii) all financial projections, estimates, pro forma information
and forward looking statements concerning Borrowers and their Subsidiaries that
have been or are hereafter made available to Agent or any of Lenders have been
or will be prepared in good faith based upon reasonable assumptions.

           9.1.11.  Solvent Financial Condition. Each Obligor is now Solvent
and, after giving effect to the Revolver Loans to be made and each Letter of
Credit to be issued hereunder and the consummation of the other transactions
described in the Credit Documents, each Obligor will be and remain Solvent.

           9.1.12.  Surety Obligations. Except as set forth on Schedule 9.1.12
hereto on the date hereof, no Borrower nor any of its Subsidiaries is obligated
as surety or indemnitor under any surety or similar bond or other contract
issued or entered into to assure payment, performance or completion of
performance of any undertaking or obligation of any Person.

                                     - 73 -



           9.1.13.  Taxes. The federal tax identification number of each
Borrower and each of its Subsidiaries is as shown on Schedule 9.1.13 hereto.
Each Borrower and each of its Subsidiaries has filed all federal, state,
municipal, local, and foreign tax returns and other reports it is required by
law to file and has paid, or made provision for the payment of, all Taxes upon
it, its income and Properties as and when such Taxes are due and payable, except
to the extent that such Taxes are being Properly Contested and except where the
same could not reasonably be expected to have a Material Adverse Effect. The
provision for Taxes on the books of each Borrower and each of its Subsidiaries
is appropriate in accordance with GAAP for all years not closed by applicable
statutes, and for its current Fiscal Year.

           9.1.14.  Brokers. There are no claims for brokerage commissions,
finder's fees or investment banking fees in connection with the transactions
contemplated by this Agreement or any of the other Credit Documents, other than
placement fees payable solely by Borrowers (and not by any Lender Group Member)
in connection with the issuance of the New Senior Notes.

           9.1.15.  Intellectual Property. Each Borrower and each of its
Subsidiaries owns, or has the legal right to use, the Intellectual Property
necessary for the conduct of its business as currently conducted except for
those in respect of which the failure to own or have such legal right to use
could not be reasonably expected to have a Material Adverse Effect. No claim has
been asserted and is pending by any Person challenging or questioning the use of
any such Intellectual Property or the validity or effectiveness of any such
Intellectual Property, nor does either Borrower know of any such claim, and to
the knowledge of the Borrowers, the use of such Intellectual Property by each
Borrower and each of its Subsidiaries does not infringe on the rights of any
Person, except for such claims and infringements that in the aggregate, could
not be reasonably expected to have a Material Adverse Effect.

           9.1.16.  Governmental Approvals. Each Borrower and each of its
Subsidiaries has, and is in good standing with respect to, all Governmental
Approvals necessary to continue to conduct its business as heretofore or
proposed to be conducted by it and to own or lease and operate its Properties as
now owned or leased by it, except to the extent any failure to have or obtain
such Governmental Approvals or to be in good standing could not reasonably be
expected to have a Material Adverse Effect.

           9.1.17.  Compliance with Laws. Each Borrower and each of its
Subsidiaries has duly complied with, and its Properties, business operations and
leaseholds are in compliance in all material respects with, the provisions of
all Applicable Law (except to the extent that any such noncompliance with
Applicable Law could not reasonably be expected to have a Material Adverse
Effect) and there have been no citations, notices or orders of noncompliance
issued to a Borrower or any of its Subsidiaries under any such law, rule or
regulation, other than as could not reasonably be expected to have a Material
Adverse Effect. No Inventory has been produced, stored, distributed or sold in
violation of the FLSA and Gun Control Laws. With respect to matters arising
under any Environmental Laws, the representations and warranties contained in
Section 9.1.30 are true and correct on the date hereof.

           9.1.18.  Restrictions. No Borrower nor any of its Subsidiaries is a
party or subject to any contract, agreement, or charter or other corporate
restriction, which has or could be reasonably expected to have a Material
Adverse Effect. Except as set forth on Schedule 9.1.18 hereto, no Borrower nor
any of its Subsidiaries is a party or subject to any contract or agreement
(other than this Agreement and the Senior Note Indenture) which restricts its
right or ability to incur Debt, none of which prohibit the execution of or
compliance with this Agreement or the other Credit Documents by any Borrower or
any of its Subsidiaries, as applicable.

                                     - 74 -



           9.1.19.  Litigation. Except as set forth on Schedule 9.1.19 hereto,
there are no actions, suits, or proceedings pending on the date hereof, or to
the knowledge of either Borrower, threatened on the date hereof, against or
affecting either Borrower or any of its Subsidiaries, or the business,
operations, Properties, profits or condition of either Borrower or any of its
Subsidiaries, which, is reasonably likely to be determined adversely to either
Borrower or any of its Subsidiaries, and, if so determined, could reasonably be
expected to have a Material Adverse Effect. To the knowledge of Borrowers, no
Borrower nor any of its Subsidiaries is in default on the date hereof with
respect to any order, writ, injunction, judgment, decree or rule of any court,
Governmental Authority or arbitration board or tribunal.

           9.1.20.  No Defaults. No Default or Event of Default exists at the
time of,  or would  result  from,  the  funding  of any  Revolver  Loan or other
extension of credit. No Borrower nor any of its Subsidiaries is in default,  and
no event has occurred and no condition  exists which  constitutes  or which with
the passage of time or the giving of notice or both would  constitute a default,
under any  Material  Contract or in the payment of any Debt of such  Borrower or
any of its  Subsidiaries to any Person for Money Borrowed in an aggregate amount
exceeding $2,500,000.

           9.1.21.  Leases. Schedule 9.1.21 hereto is a complete listing of all
material capitalized and operating leases of each Borrower and each of its
Subsidiaries on the date hereof. Each Borrower and each of its Subsidiaries is
in substantial compliance with all of the terms of each of its respective
capitalized and operating leases and no fact or situation exists upon which the
lessor under any such lease could terminate same or declare such Borrower or any
of its Subsidiaries in default thereunder, except to the extent that such
termination or default could not reasonably be expected to have a Material
Adverse Effect.

           9.1.22.  Pension Plans. Except as disclosed on Schedule 9.1.22
hereto, no Borrower nor any of its Subsidiaries has any Plan on the date hereof.
Each Borrower and each of its Subsidiaries is in substantial compliance with the
requirements of ERISA and the regulations promulgated thereunder with respect to
each Plan, except where failure to so comply could not reasonably be expected to
have a Material Adverse Effect. No fact or situation that is reasonably likely
to result in a material adverse change in the financial condition of each
Borrower or any of its Subsidiaries exists in connection with any Plan. No
Borrower nor any of its Subsidiaries has any withdrawal liability in connection
with a Multiemployer Plan, which liability could reasonably be expected to have
a Material Adverse Effect or result in the imposition of any Lien that is not a
Permitted Lien.

           9.1.23.  RESERVED.

           9.1.24.  Labor Relations. Except as described on Schedule 9.1.24
hereto, no Borrower nor any of its Subsidiaries is a party to any collective
bargaining agreement on the date hereof. On the date hereof, there are no
material grievances, disputes or controversies with any union or any other
organization of a Borrower or any of its Subsidiaries' employees, or, to each
Borrower's knowledge, any threats of strikes, work stoppages or any asserted
pending demands for collective bargaining by any union or organization.

           9.1.25.  Investment Company Act; Public Utility Holding Company Act.
No Obligor is an "investment company" within the meaning of the Investment
Company Act of 1940, or a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935.

                                     - 75 -



           9.1.26.  Margin Stock. No Borrower nor any of its Subsidiaries is
engaged, principally or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock.

           9.1.27.  Investments. As of the date of this Agreement, no Borrower
nor any of its Subsidiaries owns any Equity Interests or other than those
disclosed on Schedule 9.1.27 hereto.

           9.1.28.  Bank Accounts. As of the date of this Agreement, no Borrower
nor any of its Subsidiaries has any bank accounts other than those disclosed on
Schedule 9.1.28.

           9.1.29.  Mergers and Acquisitions. During the period of 48 months
immediately preceding the month in which the Closing Date occurs, no Borrower
has merged with or into, or acquired all or substantially all of the assets of
or Equity Interests in, any Person.

           9.1.30.  Environmental Representations and Warranties. Except as is
otherwise set forth on Schedule 9.1.30 attached hereto:

               (a) no Contamination is present at, on or under any of the Real
           Estate which could be reasonably expected to have a Material Adverse
           Effect and no Contamination is being discharged or emitted from any
           of the Real Estate onto any surrounding or adjacent areas which could
           be reasonably expected to have a Material Adverse Effect;

               (b) except to the extent that the failure to do so could not
           reasonably be expected to have a Material Adverse Effect, all
           activities and operations at all of the Real Estate have been and are
           being conducted in compliance with all Environmental Laws, and each
           Obligor has obtained all permits, licenses, consents and approvals
           required under the Environmental Laws for the conduct of operations
           and activities at all of the Real Estate, and all such permits,
           licenses, consents and approvals are in full force and effect;

               (c) no parcel of the Real Estate has ever been used to generate,
           manufacture, refine, transport, handle, transfer, produce, treat,
           store, dispose of or process any Regulated Substances, except in
           compliance with all Environmental Laws and in such a manner that no
           Contamination has been released on or under any of the Real Estate
           which could be reasonably expected to have a Material Adverse Effect;

               (d) no leaking underground or aboveground storage tanks subject
           to regulation under any Environmental Laws are, or to the best of
           each Borrower's knowledge, have been, located on or under any of the
           Real Estate;

               (e) no levels of radon that require treatment under Applicable
           Law, (including applicable health and safety regulation) containing
           or producing products are present in the existing structures on any
           of the Real Estate. If at any time during the term of this Agreement,
           amounts of radon that require treatment under Applicable Law
           (including applicable health and safety regulation) are detected in
           any structures on any of the Real Estate, each Borrower agrees, at
           its sole expense, to take all actions necessary to reduce such radon
           gas to acceptable levels;

                                     - 76 -



               (f) no civil, administrative or criminal proceeding is pending
           or, to either Borrower's knowledge, threatened against any Obligor
           relating to the condition of or activities at any of the Real Estate,
           nor has any notice of any violation or potential liability under any
           Environmental Laws been received, nor has either Borrower reason to
           believe such notice will be received or proceedings initiated, nor
           has any Obligor entered into any consent, decree or judicial order or
           settlement affecting any of the Real Estate, nor has any Obligor or
           any of the Real Estate been the subject of any other administrative
           or judicial order or decree;

               (g) no parcel of the Real Estate is listed or proposed for
           listing on the National Priorities List pursuant to Section 9605 of
           CERCLA, or on the Comprehensive Environmental Response, Compensation
           and Liability Information System or on any similar state or local
           list of sites requiring investigation or remediation;

               (h) no portion of any of the Real Estate constitutes a wetland or
           coastal zone, as defined by the applicable Environmental Laws;

               (i) no Environmental Lien has been filed with respect to any of
           the Real Estate or any other assets of an Obligor, and no Lien has
           been attached to any revenues or Property owned by an Obligor and
           located in a state where any of the Real Estate is located, for
           damages or cleanup, response or removal costs, under any
           Environmental Laws, or arising from an intentional or unintentional
           act or omission in violation thereof by an Obligor, or any previous
           owner or operator of the Real Estate;

               (j) no Contamination has been discharged or emitted in violation
           of any applicable Environmental Laws from any of the Real Estate into
           waters on, under or adjacent to the Real Estate, or onto lands from
           which Regulated Substances might seep, flow or drain into such
           waters; and

               (k) to the best of each Borrower's knowledge, no report,
           analysis, study or other document prepared by or for any Person
           exists stating that any Contamination has been, or currently is,
           located upon or under any of the Real Estate, other than as disclosed
           in documents delivered to Agent prior to the Closing Date.

     9.2.  Reaffirmation of Representations and Warranties. Each representation
and warranty contained in this Agreement and the other Credit Documents shall be
deemed to be reaffirmed by each Borrower upon each delivery of a Notice of
Borrowing to Agent in accordance with Section 4.1 of this Agreement, except for
changes in the nature of each Borrower's or, if applicable, any of its
Subsidiaries' business or operations that may occur after the date hereof in the
Ordinary Course of Business so long as Agent has consented to such changes or
such changes are not violative of any provision of this Agreement.
Notwithstanding the foregoing, representations and warranties which by their
terms are applicable only to a specific date shall be deemed made only at and as
of such date.

     9.3.  Survival of Representations and Warranties. All representations and
warranties of Borrowers contained in this Agreement or any of the other Credit
Documents shall survive the execution, delivery and acceptance thereof by Agent,
Lenders, Borrowers and any other party thereto and the closing of the
transactions described therein or related thereto.

                                     - 77 -



SECTION 10.  COVENANTS AND CONTINUING AGREEMENTS

     10.1. Affirmative Covenants. For so long as there are any Revolver
Commitments outstanding and thereafter until payment in full of the Obligations
(except for contingent obligations of Borrowers under indemnifications that
survive termination of the Revolver Commitments), each Borrower covenants that,
unless otherwise consented to by the Required Lenders in writing, it shall and
shall cause each of its Subsidiaries to:

           10.1.1.  Visits and Inspections. Permit representatives of Agent and
each Lender, from time to time, as often as may be reasonably requested, but
only during normal business hours and (except when a Default or Event of Default
exists) upon reasonable prior notice, to visit and inspect the Properties of
each Borrower and each of its Subsidiaries, inspect its books and records, and
discuss with its officers, employees and independent accountants, each
Borrower's and each Subsidiary's business, financial condition, business
prospects and results of operations and permit Agent to audit and make extracts
from their books and records and to be accompanied by Lenders in connection
therewith.

           10.1.2.  Notices. Notify Agent and Lenders in writing, promptly after
each Borrower's obtaining actual knowledge thereof, (i) of the commencement of
any litigation affecting any Obligor or any of its Properties, whether or not
the claims asserted in such litigation are considered by each Borrower to be
covered by insurance, and of the institution of any administrative proceeding,
to the extent that such litigation or proceeding, if determined adversely to
such Obligor, could reasonably be expected to have a Material Adverse Effect;
(ii) of any material labor dispute to which any Obligor may become a party, any
strikes or walkouts relating to any of its plants or other facilities, and the
expiration of any labor contract to which it is a party or by which it is bound;
(iii) of any material default by any Obligor under or termination of any
Material Contract or any note, indenture, credit agreement, mortgage, lease,
deed, guaranty or other similar agreement relating to any Debt of such Obligor
exceeding $1,000,000; (iv) of any Default or Event of Default; (v) of any
default by any Person under any note or other evidence of Debt payable to an
Obligor in an amount exceeding $1,000,000; (vi) of any judgment against any
Obligor in an amount exceeding $1,000,000; (vii) of the assertion by any Person
of any Intellectual Property Claim against any Obligor, the adverse resolution
of which could reasonably be expected to have a Material Adverse Effect; (viii)
of any violation or asserted violation of ERISA, any Gun Control Law, OSHA, the
Fair Labor Standards Act, or any Environmental Law, the adverse resolution of
which could reasonably be expected to have a Material Adverse Effect; (ix) of
any unauthorized release of Regulated Substances or any Contamination by an
Obligor or on any Property owned or occupied by an Obligor, to the extent that
any such unauthorized release of Regulated Subsidiaries or any Contamination
could reasonably be expected to have a Material Adverse Effect; and (x) of any
termination or cancellation of, or any materially adverse modification or change
in the business relationship between either Borrower and any customer or group
of customers whose purchases individually or in the aggregate are material to
the business of either Borrower, or of any similar condition or state of facts
or circumstances which is reasonably likely to have a Material Adverse Effect.

           10.1.3.  Financial and Other Information. Keep adequate records and
books of account with respect to its business activities in which proper entries
are made in accordance with GAAP reflecting all its financial transactions; and
cause to be prepared and to be furnished to Agent and Lenders the following (all
to be prepared in accordance with GAAP applied on a consistent basis, unless
each Borrower's certified public accountants concur in any change therein, such
change is disclosed to Agent and is consistent with GAAP and, if required by the
Required Lenders, the financial covenants set forth in Section 10.3 are amended
in a manner requested by the Required Lenders to take into account the effects
of such change):

                                     - 78 -



               (i)     as soon as available, and in any event within 90 days
     after the close of each Fiscal Year, the audited balance sheet of Remington
     and its Consolidated Subsidiaries as at the end of such Fiscal Year and the
     related audited consolidated statements of operations, changes in
     stockholders' equity and cash flows for such Fiscal Year, certified without
     material qualification by PriceWaterhouse Coopers LLP or any other a firm
     of independent certified public accountants of recognized national standing
     selected by Borrowers but reasonably acceptable to Agent (except for a
     qualification for a change in accounting principles with which the
     accountant concurs), and setting forth in each case in comparative form the
     corresponding Consolidated figures for the preceding Fiscal Year and an
     unaudited schedule detailing the eliminating entries that comprise the
     Consolidated financial statements;

               (ii)    as soon as available, and in any event within 50 days
     after the end of each Fiscal Quarter hereafter, including the last Fiscal
     Quarter of Borrowers' Fiscal Year, the unaudited interim balance sheet of
     Remington and its Consolidated Subsidiaries as at the end of such Fiscal
     Quarter and the related unaudited Consolidated statements of operations,
     changes in stockholders' equity and cash flows of Remington and its
     Consolidated Subsidiaries for such Fiscal Quarter and the portion of the
     Fiscal Year through the end of such Fiscal Quarter, setting forth, in the
     case of each such consolidated balance sheet and such consolidated
     statements of operations and cash flows in comparative form the figures for
     the corresponding period of the previous Fiscal Year, certified by the
     principal financial officer of each Borrower as prepared in accordance with
     GAAP and fairly presenting the Consolidated financial position and results
     of operations of Remington and its Consolidated Subsidiaries for such
     Fiscal Quarter and period subject only to changes from audit and year-end
     adjustments and except that such statements need not contain notes and an
     unaudited schedule detailing the eliminating entries that comprise the
     Consolidated financial statements;

               (iii)   as soon as available, and in any event within 30 days
     after the end of each month hereafter, including the last month of
     Borrowers' Fiscal Year, the unaudited interim balance sheet of Remington
     and its Consolidated Subsidiaries as at the end of such month and the
     related unaudited consolidated statements of operations, changes in
     stockholders' equity and cash flows of Remington and its Consolidated
     Subsidiaries for such month and the portion of the Fiscal Year through the
     end of such month, setting forth, in the case of each such Consolidated
     balance sheet and such Consolidated statements of operations and cash flows
     in comparative form the figures for the corresponding period of the
     previous Fiscal Year, certified by the principal financial officer of each
     Borrower as prepared in accordance with GAAP and fairly presenting the
     Consolidated financial position and results of operations of Borrowers and
     their Consolidated Subsidiaries for such month and period subject only to
     changes from audit and year-end adjustments and except that such statements
     need not contain notes;

               (iv)    promptly, and in any event within 15 days, after the
     sending or filing thereof, as the case may be, copies of any regular,
     periodic and special reports or registration statements which a Borrower
     files with the Securities and Exchange Commission or any Governmental
     Authority which may be substituted therefor, or any national securities
     exchange;

               (v)     promptly upon request of Agent, copies of any annual
     report to be filed in accordance with ERISA in connection with each Plan;
     and

                                     - 79 -



               (vi)    such other data and information (financial and otherwise)
     as Agent, from time to time, may reasonably request, bearing upon or
     related to the Collateral or any Obligor's financial condition or results
     of operations.

           Concurrently with the delivery of the financial statements described
in clause (i) of this Section 10.1.3, Borrowers shall deliver to Agent and
Lenders a certificate of the independent certified public accountants reporting
on such financial statements stating that in making the audit necessary therefor
no knowledge was obtained of any Default or Event of Default, except as
specified in such certificate. Concurrently with the delivery of the financial
statements described in clauses (i) and (ii) of this Section 10.1.3, or more
frequently if requested by Agent or any Lender during any period that a Default
or Event of Default exists, Borrowers shall cause to be prepared and furnished
to Agent and Lenders a Compliance Certificate executed by the chief financial
officer of each Borrower.

           10.1.4. Landlord and Storage Agreements. Provide Agent with copies of
all existing agreements, and promptly after execution thereof provide Agent with
copies of all future agreements, in each case between each Borrower and any
mortgagee or any landlord, warehouseman, bailee or processor which owns any
premises at which Collateral with a value in excess of $175,000 may, from time
to time, be kept; and make a diligent and good faith effort to obtain with
respect to any such premises at which Collateral is stored or located a Lien
Waiver, duly executed in favor of Agent.

           10.1.5.  Projections. No later than 60 days after the beginning of
each Fiscal Year, provide Agent with Consolidated (for Remington and its
Consolidated Subsidiaries) Projections as at the end of and for each month of
such Fiscal Year.

           10.1.6.  Taxes. Pay and discharge all Taxes on it, its income,
business and Properties prior to the date on which such Taxes become delinquent
or penalties attach thereto, except and to the extent only that such Taxes are
being Properly Contested. Upon Agent's request, Borrowers shall provide to Agent
proof of the payment of or deposit for all federal excise taxes.

           10.1.7.  Compliance with Laws. Comply with all Applicable Law,
including ERISA, all Environmental Laws, OSHA, FLSA, the Gun Control Laws and
all laws, statutes, regulations and ordinances regarding the collection, payment
and deposit of Taxes, and obtain and keep in force any and all Governmental
Approvals necessary to the ownership of its Properties or to the conduct of its
business, to the extent that any such failure to comply, obtain or keep in force
could be reasonably likely to have a Material Adverse Effect. Without limiting
the generality of the foregoing, if any unauthorized release of any Regulated
Substances or any Contamination shall occur at or on any of the Properties of a
Borrower or any of its Subsidiaries, Borrowers shall, or shall cause the
applicable Subsidiary to, act promptly to investigate and report to Agent and,
to the extent required under applicable Environmental Laws, to all appropriate
Governmental Authorities, and to take appropriate remedial action to remediate,
such unauthorized release of any Regulated Substances or any Contamination,
whether or not ordered or otherwise directed to do so by any Governmental
Authority (unless and to the extent such action is being undertaken by Sellers
or any Affiliate of Sellers pursuant to Sellers' indemnification obligations to
either Borrower).

           10.1.8. Insurance. In addition to the insurance required herein with
respect to Collateral, maintain and cause each Obligor to maintain, with
financially sound and reputable insurers, insurance with respect to its
Properties and business against such casualties and contingencies of such type
(including product liability, business interruption, larceny, embezzlement, or
other criminal misappropriation insurance) and in

                                     - 80 -



such amounts as is customary for companies of established repute engaged in the
same or similar business as Borrowers.

           10.1.9.  Compliance with LC Documents. Comply, and cause each of the
other LC Obligors to comply, with each of the LC Documents.

           [10.1.10. RESERVED.]

           10.1.11. Surveys. Furnish to Agent, as soon as practicable, but in
any event no later than 90 days after the Closing Date, maps or plats of an
as-built survey of the sites of the Real Estate, each parcel of the Real Estate
owned by an Obligor, which shall be certified to Agent and the title insurance
company referred to in Section 10.1.12 (the "Title Company") in a manner
reasonably satisfactory to them, dated the date that is after the Closing Date,
by an independent professional licensed land surveyor reasonably satisfactory to
Agent and the Title Company, which maps or plats and the surveys on which they
are based shall be made in accordance with the Minimum Standard Detail
Requirements for Land Title Surveys jointly established and adopted by the
American Land Title Association and the American Congress on Surveying and
Mapping in 1992, and, without limiting the generality of the foregoing, there
shall be shown on such maps, plats or surveys the following: (i) the locations
on such sites of all buildings, structures and other improvements and the
established building set back lines, (ii) the lines of streets abutting the
sites and widths thereof; (iii) all access and other easements appurtenant to
the sites necessary to use the sites; (iv) all roadways, paths, driveways,
easements, encroachments and over hanging projections and similar encumbrances
affecting the sites, whether recorded, apparently from a physical inspection of
the sites or otherwise known to the surveyor; (v) any encroachments on any
adjoining property by the building structures and improvements on the sites; and
(vi) if the site is described as being on a filed map, a legend relating the
survey to said map.

           10.1.12. Title Insurance Policy. Furnish to Agent, as soon as
practicable, but in any event no later than 90 days after the date hereof, in
respect of each parcel of the Real Estate owned by an Obligor, a mortgagee's
title policy (or policies) or marked-up unconditional binders for such
insurance, to be dated the date of recording of each Mortgage. Each such policy
shall (i) be in an amount reasonably satisfactory to Agent and Lenders; (ii)
ensure that each Mortgage insured thereby creates a valid first Lien on such
parcel free and clear of all defects and encumbrances, except Permitted Liens;
(iii) name Agent as the insured thereunder; (iv) be in the form of an ALTA Loan
Policy; (v) contain such endorsements and affirmative coverage as Agent may
reasonably request; and (vi) be issued by the Title Company. Borrowers shall
give Agent evidence reasonably satisfactory to Agent that all premiums in
respect of each such policy, and all charges for mortgage recording taxes, if
any, have been paid.

           10.1.13. Flood Insurance. Furnish to Agent as soon as practicable,
but in any event no later than 90 days after the Closing Date, (i) a policy of
flood insurance which (A) covers any parcel of improved Real Estate of an
Obligor located in a flood hazard area, (B) is written in an amount that is not
less than the outstanding principal amount of the indebtedness secured by a
Mortgage on such Real Estate and that is reasonably allocable to such Real
Estate or the maximum limit of coverage made available with respect to the
particular type of property under the Flood Disaster Protection Act of 1973,
whichever is less, and (C) has a term ending not later than 90 days after the
last day of the Committed Term, and (ii) confirmation that each Obligor has
received a notice from Agent required pursuant to Section 208(e)(3) of
Regulation H of the Board of Governors.

                                     - 81 -



           10.1.14. Copyright Security Agreement. Furnish to Agent, no later
than 60 days after the Closing Date, a security agreement pursuant to which
Brands grants to Agent for the benefit of the Lender Group a Lien upon all
United States copyrights owned by Brands, in form and substance acceptable to
Agent.

     10.2. Negative Covenants. For so long as there are any Revolver Commitments
outstanding and thereafter until payment in full of the Obligations (except for
contingent obligations of Borrowers under indemnifications that survive
termination of the Revolver Commitments), each Borrower covenants that, unless
the Required Lenders have first consented thereto in writing, it shall not and
shall not permit any of its Subsidiaries to:

          10.2.1.   Fundamental Changes. Merge, reorganize, consolidate or
amalgamate with any Person, or liquidate, wind up its affairs or dissolve
itself, or sell all or substantially all of its assets or business, in each case
whether in a single transaction or a series of related transactions, except (i)
any Subsidiary of a Borrower may be merged or consolidated with or into such
Borrower (provided that such Borrower shall be the continuing or surviving
corporation and, after giving effect to any such merger or consolidation, such
Borrower shall be in compliance with all of the other terms of this Agreement)
or into any one or more Wholly Owned Subsidiaries of such Borrower which are
Guarantors (provided that the Wholly Owned Subsidiary or Wholly Owned
Subsidiaries shall be the continuing or surviving corporation); (ii) any
Subsidiary may sell, lease, transfer or otherwise dispose of any or all of its
assets or business (upon voluntary liquidation or otherwise) to a Borrower or
any Wholly Owned Subsidiary of such Borrower that is a Guarantor; (iii) any
Foreign Subsidiary of a Borrower may be merged or consolidated with or into any
one or more Wholly Owned Foreign Subsidiary of such Borrower and any Foreign
Subsidiary of such Borrower may sell, lease, transfer or otherwise dispose of
any or all of its assets or business (upon voluntary liquidation or otherwise)
to any Wholly Owned Foreign Subsidiary; and (iv) in the case of any Subsidiary,
as permitted by Section 10.2.9.

           10.2.2.  Loans. Make any loans or other advances of money to any
Person other than loans and advances of the types described in clauses (d), (e),
(f), (g), (h), (i), (l), (m), (n) (o) and (q) in the definition of Restricted
Investment.

           10.2.3.  Permitted Debt. Create, incur, assume, guarantee or suffer
to exist (A) in the case of Factors, any Debt other than the Obligations, Debt
owing to Remington pursuant to the Factoring Documents in connection with the
purchase by Factors from Remington of Accounts of Remington, subject in all
events to the Liens in favor of Agent, Debt arising from a guaranty of the New
Senior Notes or of Subordinated Debt of Remington that is permitted in Section
10.2.3(ii), and other Debt not to exceed $100,000 in the aggregate at any time
outstanding; (B) in the case of Brands, any Debt other than the Obligations,
Debt owing under License Agreements entered into by Brands, as licensor, in the
Ordinary Course of Business, Debt arising from a guaranty of the New Senior
Notes or of Subordinated Debt of Remington that is permitted by Section
10.2.3(ii) and other Debt not to exceed $100,000 at any time outstanding; and
(C) in the case of Remington and any Subsidiary of Remington other than Factors
and Brands, any Indebtedness other than Debt evidenced by the New Senior Notes
and the following Indebtedness:

               (i)     the Obligations;

               (ii)    Subordinated Debt existing on the Closing Date (including
     Debt evidenced by the Existing Subordinated Notes) and Subordinated Debt
     incurred after the Closing Date to the extent that, after giving effect
     thereto, no Default or Event of Default exists;

               (iii)   Debt arising under Hedging Agreements permitted by
     this Agreement;

                                     - 82 -



               (iv)    Purchase Money Debt to the extent that it is Permitted
     Purchase Money Debt;

               (v)     Debt for Money Borrowed by Remington (other than the
     Obligations, Permitted Purchase Money Debt, Debt evidenced by the New
     Senior Notes and Subordinated Debt permitted by this Agreement), but only
     to the extent that such Debt is outstanding on the date of this Agreement
     and is not to be satisfied on or about the Closing Date from the proceeds
     of the initial Revolver Loans hereunder;

               (vi)    Debt arising from guaranties in connection with up to an
     aggregate principal amount of $5,000,000 of Debt outstanding at any time
     incurred by directors, officers, employees, managers or consultants of or
     to Holding or Remington in connection with any Management Subscription
     Agreement, and any refinancings, refundings, extensions or renewals
     thereof;

               (vii)   Debt in respect of loans made by either Borrower or any
     Subsidiary to either Borrower or any Subsidiary to the extent that such
     loans do not constitute Restricted Investments;

               (viii)  Debt assumed or incurred in connection with Acquisitions
     to the extent permitted pursuant to Section 10.2.13;

               (ix)    any renewal or refinancing of Debt for Money Borrowed
     that is otherwise permitted to be incurred or to exist by any of the
     foregoing provisions of this Section 10.2.3, provided that such refinancing
     is in an aggregate principal amount that does not exceed the aggregate
     principal amount of the Debt plus interest and premiums being renewed or
     refinanced, the refinancing Debt has a later or equal final maturity and a
     longer or equal weighted average life than the Debt being renewed or
     refinanced, the refinancing Debt does not bear a rate of interest that
     exceeds a market rate (as determined in good faith by a Senior Officer) as
     of the date of such renewal or refinancing, the refinancing Debt is
     subordinated to the same extent as the Debt for Money Borrowed to the
     extent that such Debt for Money Borrowed is itself subordinate to the
     Obligations, the covenants contained in any instrument or agreement
     relating to the refinancing Debt are no less favorable to Borrowers (as
     determined in good faith by a Senior Officer) than those relating to the
     Debt being renewed or refinanced, and at the time of and after giving
     effect to such renewal or refinancing, no Default or Event of Default shall
     exist; and

               (x)     Indebtedness not included in any of the foregoing
     provisions of this Section 10.2.3 which is not secured by a Lien and does
     not exceed at any time, in the aggregate, the sum of $10,000,000.

None of the provisions of this Section 10.2.3 that authorize any Obligor to
incur any Debt shall be deemed to override, modify or waive any of the
provisions of Section 10.3, which shall constitute an independent and separate
covenant and obligation of each Borrower.

           10.2.4.  Affiliate Transactions. Enter into, or be a party to any
transaction with any Affiliate or stockholder, except:

               (i)    the transactions expressly permitted by the Credit
           Documents, including Sections 10.2.3(vi), 10.2.7 and 10.2.12 hereof;

                                     - 83 -



               (ii)    payment of customary directors' fees and indemnities;

               (iii)   transactions with Affiliates that were consummated prior
           to the date hereof and have been disclosed to Agent prior to the
           Closing Date;

               (iv)    loans and advances to Affiliates and officers and
           directors of Affiliates that are expressly permitted by
           Section 10.2.2 hereof;

               (v)     agreements with CD&R and BRS for the rendering of
           management consulting or financial advisory services to either or
           both Borrowers for compensation not to exceed as to both Borrowers
           and their Subsidiaries $1,000,000 in the aggregate in any Fiscal
           Year, plus reasonable out-of-pocket expenses provided that no such
           compensation shall be paid at a time when a Default or Event of
           Default exists or if a Default or Event of Default would occur as a
           result of the payment thereof;

               (vi)    entering into or performing any consulting, management or
           employment agreements or other compensation arrangements with (A) an
           officer or employee of a Borrower, Holding or any of their respective
           Subsidiaries that provides for annual aggregate base compensation
           less than or equal to $750,000 for each such officer or employee or
           (B) a director of a Borrower, Holding or any of their respective
           Subsidiaries that provides for annual aggregate compensation less
           than or equal to $50,000 plus expenses for each such director in such
           capacity;

               (vii)   entering into, making payments pursuant to and otherwise
           performing an indemnification and contribution agreement in favor of
           CD&R, C&D Fund IV, BRS, BRS Fund II, the Affiliates thereof and each
           person who becomes a director, officer or employee of Holding,
           Remington or any of their respective Subsidiaries, in respect of
           liabilities (A) arising under the Securities Act of 1933, as amended,
           the Securities Exchange Act of 1934, as amended, and any other
           applicable securities laws or otherwise, in connection with any
           offering of securities by Holding, Remington or any of their
           respective Subsidiaries, (B) incurred to third parties for any action
           or failure to act of Borrowers or any of their respective
           Subsidiaries, predecessors or successors, (C) arising out of the
           performance by CD&R or BRS of management consulting or financial
           advisory services provided to Holding, Remington or any of their
           respective Subsidiaries, (D) arising out of the fact that any
           indemnitee was or is a director, officer or employee of Holding,
           Remington or any of their respective Subsidiaries, or is or was
           serving at the request of any such corporation as a director,
           officer, employee or agent of another corporation, partnership, joint
           venture, trust or enterprise or (E) to the fullest extent permitted
           by Delaware or other applicable state law, out of any breach or
           alleged breach by such indemnitee of his or her fiduciary duty as a
           director or officer of Holding, Remington or any of their respective
           Subsidiaries;

               (viii)  other transactions that are (A) permitted by the Credit
           Documents, and (B) entail terms no less favorable to such Borrower or
           such Subsidiary, as the case may be, than would obtain in a
           comparable arm's length transaction with a Person which is not an
           Affiliate. For purposes of this Section 10.2.4(viii), (i) any
           transaction with any Affiliate shall be deemed to have satisfied the
           standard set forth in clause (B) of the first sentence hereof if (x)
           such transaction is approved by a majority of the Disinterested
           Directors of the Board of Directors of Remington or the applicable
           Subsidiary, or (y) in the event that at the time of any

                                     - 84 -



           such transaction, there are no Disinterested Directors serving on the
           Board of Directors of Remington or such Subsidiary, such transaction
           shall be stated to be fair to Remington or such Subsidiary from a
           financial point of view, or otherwise approved, by a nationally
           recognized investment banking firm or other expert with expertise in
           appraising the terms and conditions of the type of transaction for
           which approval is required. "Disinterested Director" shall mean, with
           respect to any Person and transaction, a member of the Board of
           Directors of such Person who does not have any material direct or
           indirect financial interest in or with respect to such transaction.

           10.2.5.  Limitation on Liens. Create or suffer to exist any Lien upon
any of its Property, income or profits, whether now owned or hereafter acquired,
except the following (collectively, "Permitted Liens"):

               (i)     Liens at any time granted in favor of Agent;

               (ii)    Liens for Taxes (excluding any Lien imposed pursuant to
     any of the provisions of ERISA) not yet due and payable or being Properly
     Contested;

               (iii)   Liens arising in the Ordinary Course of Business of a
     Borrower or any of its Subsidiaries' business by operation of law (such as
     materialmen's, mechanic's, warehousemen's, carrier's, landlord's and other
     similar nonconsensual Liens), but only if payment in respect of any such
     Lien is not at the time required or the Debt secured by any such Lien is
     being Properly Contested and such Liens do not materially detract from the
     value of the Property of such Borrower or such Subsidiary and do not
     materially impair the use thereof in the operation of such Borrower's or
     such Subsidiary's business;

               (iv)    Purchase Money Liens granted by Remington or any of its
     Subsidiaries other than Factors and Brands, to the extent securing
     Permitted Purchase Money Debt of Remington or any of its Subsidiaries other
     than Factors or Brands;

               (v)     Liens arising by virtue of the rendition, entry or
     issuance against Remington or any of its Subsidiaries other than Factors or
     Brands, or any Property of Remington or any of its Subsidiaries other than
     Factors or Brands, of any judgment, writ, order, or decree for so long as
     the Debt secured by any such Lien and the Lien itself are being Properly
     Contested and such Lien is at all times junior in priority to any Liens in
     favor of Agent;

               (vi)    Liens incurred or deposits made by Remington in the
     Ordinary Course of Business to secure the performance of tenders, bids,
     leases, contracts (other than for the repayment of Money Borrowed),
     statutory obligations, bonds and other similar obligations or arising as a
     result of progress payments under government contracts, provided that, to
     the extent any such Liens attach to any of the Collateral, such Liens are
     at all times subordinate and junior in priority to the Liens upon the
     Collateral in favor of Agent;

               (vii)   easements, rights-of-way, restrictions (including zoning
     restrictions), covenants, matters of plat, minor defects or irregularities
     in title, or other agreements of record and other similar charges or
     encumbrances on Real Estate of an Obligor that do not interfere, in any
     material respect, with the ordinary conduct of the business of such Obligor
     and all Liens disclosed on

                                     - 85 -



     title commitments with respect to Real Estate to the extent that such
     commitments are acceptable to, and accepted by, Agent;

               (viii)  Liens arising from pledges or deposits made in the
     Ordinary Course of Business of an Obligor (other than Factors or Brands) to
     secure payment of worker's compensation insurance, unemployment insurance,
     pensions or Social Security programs;

               (ix)    Liens arising by virtue of Applicable Law relating to
     banker's liens, rights of setoff or similar rights as to deposit accounts
     or other funds maintained with depository institutions;

               (x)     Liens granted by Remington in favor of Factors with
     respect to Accounts acquired by Factors pursuant to the Factoring Documents
     provided that the interest of Factors in all such acquired Accounts shall
     be subject and subordinate to Agent's Liens therein;

               (xi)    Liens imposed under Environmental Laws, but only if and
     to the extent that the Debt secured by any such Environmental Lien is being
     Properly Contested, Borrowers are not otherwise in default of their duties
     or covenants in Section 10.4 and the existence of any such Liens does not
     materially impair the ability of any Obligor to use the Property subject to
     such Lien in the Ordinary Course of Business;

               (xii)   Liens existing on Property (other than Inventory or
     Accounts) at the time of the acquisition thereof by Remington or a
     Subsidiary which do not materially interfere with the use of the Property
     subject thereto or extend to or cover any Property of Remington or such
     Subsidiary other than the Property being acquired;

               (xiii)  such other Liens as Required Lenders in their sole
     discretion may hereafter approve in writing; and

               (xiv)   Liens, if any, shown on Schedule 10.2.5.

           10.2.6.  Subordinated Debt. Make or agree to any amendment to any
document or instrument pertaining to the subordination, terms of payment or
required prepayments of any Subordinated Debt, give any notice of optional
redemption or optional prepayment or offer to repurchase under any such document
or instrument, or directly or indirectly make any payment of principal or
interest on or in redemption, retirement or repurchase of any Subordinated Debt
(other than the Subordinated Debt evidenced by the Existing Subordinated Notes)
if the payment thereof would violate any agreement in favor of the Lender Group
with respect to the right of the holder of such Subordinated Debt to be paid or
the payment is made prior to, or in an amount greater than that required to pay
any amount due on, a scheduled date for the payment of principal or interest in
respect of such Subordinated Debt.

           10.2.7.  Restricted Payments. Declare or make any Restricted Payments
except for (a) Upstream Payments; and (b) the Special Distribution, to the
extent funded solely from proceeds of the New Senior Notes and provided that
Agent has first received a Solvency Certificate certifying that each Borrower
and each Guarantor is Solvent at the time of such Special Distribution and after
giving effect thereto. In addition, Remington and its Subsidiaries may make
payments of cash Distributions to Holding after the Closing Date and repurchases
or redemptions of New Senior Notes, provided that, in each case, each of the
following conditions is satisfied: (i) no Default or Event of Default exists at
the time of or after giving effect to any such Restricted Payment and, after
giving effect to the Restricted Payment, no Event of Default under

                                     - 86 -



Section 10.3 is projected to occur as shown in the then current Projections;
(ii) Borrowers give to Agent not less than 10 Business Days prior written notice
of Remington's intent to make any such Restricted Payment, the amount thereof
and the proposed date of the Restricted Payment (which shall in any event not be
more than 30 days after the date on which such notice is given to Agent); (iii)
after giving effect to such Restricted Payment, Borrowers will have total
Availability of not less than $15,000,000 and calculated from Borrowers' then
current Projections, Projected Availability will not be less than $15,000,000 at
any time during the 12-month period immediately following the month in which
such Restricted Payment is to be paid; (iv) the Restricted Payment is not
violative of any Applicable Law relating to Restricted Payments generally; (v)
if the aggregate amount of all cash Distributions paid during the 12-month
period prior to the date of payment of the proposed Distribution when added to
the proposed Distribution exceeds $10,000,000, Borrowers provide Agent with a
Solvency Certificate certifying that each Obligor is Solvent and will remain
Solvent after payment of the proposed Distribution; and (vi) the amount of the
Restricted Payment, when added to the aggregate amount of all other Restricted
Payments after October 1, 2002, does not exceed the sum of (A) 50% of the
aggregate amount of Consolidated Net Income of Borrowers accrued on a cumulative
basis during the period commencing during the period October 1, 2002, and ending
on the last day of the Fiscal Quarter ending prior to the date of the Restricted
Payment for which Agent has received the financial statements required pursuant
to Section 10.1.3(ii), plus (B) $5,000,000.

           10.2.8.  Capital Expenditures. Make Capital Expenditures (including
expenditures by way of capitalized leases but excluding (i) any reinvestments of
Net Disposition Proceeds (or amounts equal thereto) during the term of this
Agreement received with respect to any disposition of Equipment which
reinvestments are made in accordance with Section 8.2.3, (ii) any reinvestments
of proceeds of insurance (or amounts equal thereto) which are made in accordance
with Section 8.1.2 and (iii) any Permitted Acquisition, which in the aggregate,
as to Borrowers and their Subsidiaries, exceed $12,500,000 during any Fiscal
Year; provided that (a) any Capital Expenditures permitted to be made during any
Fiscal Year and not made during such Fiscal Year (excluding Capital Expenditures
permitted to be carried forward from a prior Fiscal Year) may be carried over
and expended during the next succeeding Fiscal Year (any such amount to be
certified to Agent in the Compliance Certificate delivered for the last Fiscal
Quarter of such Fiscal Year), and (b) Capital Expenditures made during any
Fiscal Year shall be first deemed made in respect of amounts carried over from
the prior Fiscal Year and then deemed in respect of amounts permitted for such
Fiscal Year.

           10.2.9.  Disposition of Assets. Sell, assign, lease, consign or
otherwise dispose of any of its Properties (including any Equity Interests) or
any interest therein, including any disposition of Property as part of a sale
and leaseback transaction, to or in favor of any Person, except (i) sales of
Inventory by Remington or any Subsidiary (other than Brands or Factors) in the
Ordinary Course of Business of Remington or such Subsidiary unless an Event of
Default exists hereunder and Agent in writing has demanded surrender of
possession of such Inventory or otherwise required that no further disposition
of such Inventory be made, (ii) dispositions of Equipment to the extent
authorized by Section 8.4.2 hereof, (iii) a transfer of Property by a Subsidiary
of a Borrower to such Borrower or to another Wholly-Owned Subsidiary that is a
Guarantor or by a Foreign Subsidiary to another Foreign Subsidiary of such
Borrower (except that neither Brands nor Factors shall sell or otherwise
transfer any of their assets to a Person other than Remington), (iv) the
abandonment or other disposition of patents, trademarks or other Intellectual
Property that are, in the reasonable judgment of Borrowers no longer
economically practicable to maintain or useful in the conduct of the business of
Borrowers or any of their Subsidiaries, (v) other dispositions expressly
permitted by other provisions of the Credit Documents, (vi) other dispositions
by Remington of any Property (other than Equity Interests in Brands and Factors
and any rights of Remington under License Agreements) provided that the fair
market value of all such Properties disposed of by Remington in any Fiscal Year
does not exceed, in aggregate, $2,500,000, and provided that, at the time of
each such disposition and after giving effect thereto, no Event of Default or
Out-

                                     - 87 -



of-Formula Condition exists, (vii) sales of Accounts by Remington to Factors
pursuant to the Factoring Documents and (viii) licenses of Intellectual Property
by Brands to Remington.

           10.2.10. Equity Interests of Subsidiaries. Permit any of its
Subsidiaries to issue any additional Equity Interests except director's
qualifying shares unless such Equity Interests, if and to the extent required by
the Security Documents, are pledged to the Agent as collateral security for the
Obligations.

           10.2.11. Bill-and-Hold Sales, Etc. Make a sale to any customer on a
bill-and-hold, guaranteed sale, sale and return, sale on approval or consignment
basis, or any sale on a repurchase or return basis.

           10.2.12. Restricted Investments. Make or have any Restricted
Investment.

           10.2.13. Acquisitions. Make any Acquisition other than a Permitted
Acquisition. As used herein, the term "Acquisition" shall mean any transaction,
or any series of transactions, by which a Borrower or any of its Subsidiaries
directly or indirectly (a) acquires any ongoing business unit or all or
substantially all of the assets of any Person, whether through the purchase of
assets, merger or otherwise, (b) acquires (in one transaction or as the most
recent transaction in a series of transactions) control of at least a majority
in ordinary voting power of the securities of a corporation which have ordinary
voting power for the election of directors or (c) acquires control of 50% or
more ownership interest in any partnership or joint venture. As used herein, the
term "Permitted Acquisition" shall mean any Acquisition by Remington or any of
its Subsidiaries (other than Factors or Brands) in which each of the following
conditions is satisfied: (a) the business of the Person that is the subject of
Acquisition is related or substantially similar to the business of Remington and
its Subsidiaries on the date hereof; (b) immediately before and after giving
effect to such Acquisition, no Default or Event of Default shall have occurred
and be continuing or would result therefrom, Borrowers shall have Projected
Availability of not less than $15,000,000 and each Borrower shall be Solvent;
(c) the aggregate consideration (other than common stock and warrants or options
to acquire common stock) paid by Borrowers and/or any of their Subsidiaries
(including the assumption of any Debt) in connection with all such acquisitions
from and after the Closing Date does not exceed $7,500,000; (d) in the case of
an Acquisition of all or substantially all of the assets of a Person, there will
be no Liens on any of such assets after the Acquisition other than Permitted
Liens; (e) at least 5 Domestic Business Days before the Acquisition, Borrowers
shall have delivered to Agent a Compliance Certificate for the period of 4 full
Fiscal Quarters immediately preceding such Acquisition (prepared in good faith
and in a manner and using such methodology that is consistent with the most
recent financial statements delivered to Agent pursuant to this Agreement)
giving pro forma effect to the consummation of such Acquisition and evidencing
compliance with the covenants contained in Section 10.3 hereof; and (f) if so
requested by Agent (and Agent shall make such request at the direction of the
Required Lenders), in the case of any Acquisition of Equity Interests, such
Equity Interests shall promptly be pledged to Agent as security for the payment
of the Obligations pursuant to documentation acceptable to Agent; provided,
however, only sixty-five percent (65%) of the Equity Interests of any Foreign
Subsidiary shall be so pledged.

          [10.2.14. Reserved.]

          10.2.15.  Tax Consolidation. File or consent to the filing of any
consolidated income tax return with any Person other than Holding, a Borrower
and any Subsidiary thereof.

          10.2.16.  Fiscal Year. Establish a fiscal year different from the
Fiscal Year.

                                     - 88 -



           10.2.17. Organization Documents. Amend, modify or otherwise change
any of the terms or provisions in any of its Organization Documents as in effect
on the date hereof, except for changes that do not affect in any way a
Borrower's or any of its Subsidiaries' rights and obligations to enter into and
perform the Credit Documents to which it is a party and to pay all of the
Obligations and that do not otherwise have a Material Adverse Effect.

           10.2.18. Conduct of Business. Engage in any business other than the
business engaged in by it on the Closing Date and any business or activities
which are substantially similar, related or incidental thereto.

           10.2.19. Subsidiaries. Divest itself of any material assets by
transferring them to a Subsidiary except as expressly permitted elsewhere in
this Agreement, or create or acquire any new Subsidiary after the Closing Date
unless: (A) if such new Subsidiary is a Domestic Subsidiary, it is a Wholly
Owned Subsidiary of a Borrower and/or another Wholly Owned Subsidiary of such
Borrower and, if so requested by Agent (in its sole discretion or at the
direction of the Required Lenders), such Borrower causes such new Subsidiary to
become a Subsidiary Guarantor and a party to the Subsidiary Guaranty, the
Contribution Agreement, and each Security Document that is relevant to the type
of asset held by such new Subsidiary and sufficient to grant or convey to Agent
for the benefit of the Lender Group a first priority Lien upon the assets of
such new Guarantor; and (B) if such new Subsidiary is a Foreign Subsidiary owned
by a Borrower or a Domestic Subsidiary, such Borrower causes the owner of the
Equity Interests of such Foreign Subsidiary (whether such owner is a Borrower or
a Subsidiary) to grant to Agent a first priority Lien upon 65% of the Equity
Interests in such Foreign Subsidiary pursuant to documentation satisfactory to
Agent for the benefit of the Lender Group, together, in each case, to the extent
required by Agent, with such favorable opinions of legal counsel for such
Borrower or Subsidiary relating to the validity, legality and enforceability of
the legal documentation described in clauses (A) and (B) of this Section
10.2.19.

           10.2.20. Restrictions on Upstream Payments. Create or suffer to exist
any encumbrance or restriction on the ability of a Subsidiary to make any
Upstream Payment, except for encumbrances or restrictions (i) pursuant to the
Credit Documents and the New Senior Notes Indenture and (ii) existing under
Applicable Law.

           10.2.21. Hedging Agreements. Enter into or maintain any Hedging
Agreement other than (i) interest rate and commodity agreements in existence on
the Closing Date and described on Schedule 10.2.21, (ii) interest rate
agreements entered into for the purpose of hedging against interest rate
fluctuations with respect to variable rate Debt of a Borrower or any of its
Subsidiaries, and (iii) Hedging Agreements relating to the purchase of
commodities used in the Ordinary Course of Business of Remington and its
Subsidiaries.

           10.2.22. Factoring Documents. Amend, modify or restate any of the
Factoring Documents in a manner that impairs the Agent's security interest in
the assigned Accounts or otherwise negatively affects Agent or Lenders, in each
case as determined by Agent in the exercise of its reasonable judgment.

           10.2.23  Licenses of Intellectual Property. Enter into, as licensor,
any license of Intellectual Property owned by an Obligor if such license (i)
would materially restrict or impair the ability of any Obligor to conduct, or to
continue to conduct, its business in substantially the manner conducted on the
Closing Date, (ii) would require the consent or approval of such licensee in
order for Agent to foreclose upon, market and sell, after an Event of Default,
any Inventory forming part of the Collateral, or (iii) would materially and
adversely affect the value of any such Intellectual Property as collateral
security for the Obligations.

                                     - 89 -



     10.3. Specific Financial Covenants. For so long as there are any Revolver
Commitments outstanding and thereafter until payment in full of the Obligations
(except for contingent obligations of Borrowers under indemnifications that
survive termination of the Revolver Commitments), each Borrower covenants that,
unless otherwise consented to by the Required Lenders in writing, it shall:

           10.3.1.  Consolidated Fixed Charge Coverage Ratio. Maintain at all
times a Consolidated Fixed Charge Coverage Ratio for the 4 consecutive Fiscal
Quarters ending on the last day of each Fiscal Quarter of at least 1.1 to 1.0.

           10.3.2.  Average Consolidated Net Funded Debt to EBITDA Ratio.
Maintain at all times an Average Consolidated Net Funded Debt to EBITDA Ratio of
no more than 5.0 to 1.0.

     10.4. Environmental Covenants. For so long as there are any Revolver
Commitments outstanding and thereafter until payment in full of the Obligations
(except for contingent Obligations of Borrowers under indemnifications that
survive termination of the Revolver Commitments), each Borrower covenants that,
unless the Required Lenders have otherwise consented thereto in writing, it
shall and shall cause all of its Subsidiaries to:

           10.4.1.  ensure that all activities at all of the Real Estate to be
conducted in material compliance with all applicable Environmental Laws, except
to the extent that any such noncompliance could not reasonably be expected to
have a Material Adverse Effect and does not result in the imposition of any Lien
on any such Real Estate that is not a Permitted Lien.

           10.4.2.  provide Agent with (i) copies of all Environmental Notices
and all other correspondence, notices of violation, summons, orders, complaints
or other documents received by such Borrower, its lessees, sublessees, occupants
or assigns, pertaining to compliance with any Environmental Laws; (ii) copies of
all reports of previous environmental investigations undertaken at any of the
Real Estate, which such Borrower has or knows of and can obtain possession; and
(iii) any other environmental information, including copies of Environmental
Permits or other licenses, certificates and permits required by the
Environmental Laws that Agent may reasonably request.

           10.4.3.  not generate, manufacture, refine, transport, transfer,
produce, store, use, process, treat, dispose of, handle, or in any manner deal
with, any Regulated Substances on any part of any of the Real Estate, nor permit
others to engage in any such activity on the Real Estate, except for (i) those
Regulated Substances which are used or present in the Ordinary Course of
Business in compliance with all Environmental Laws and have not been released
into the environment in such a manner as to constitute Contamination (except for
releases which, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect and are promptly remediated), and (ii) those Regulated
Substances which are naturally occurring on the Real Estate, but only in such
naturally occurring form;

           10.4.4.  not cause or permit, as a result of any intentional or
unintentional act or omission on the part of such Borrower or any tenant,
subtenant, occupant or assigns, the presence of Regulated Substances or
Contamination on any of the Real Estate, except for (i) those Regulated
Substances which are used or present in the Ordinary Course of Business in
compliance with all Environmental Laws, are listed on Schedule 9.1.30 attached
hereto and have not been released into the environment in such a manner as to
constitute Contamination (except for releases which, in the aggregate, could not
reasonably be expected to have

                                     - 90 -



a Material Adverse Effect and are promptly remediated), and (ii) those Regulated
Substances which are naturally occurring on the Premises, but only in such
naturally occurring form.

           10.4.5.  give notice and a full description to Agent promptly upon
such Borrower's acquiring knowledge of each of the following: (i) any
enforcement, clean-up, removal or other regulatory action threatened, instituted
or completed by any Governmental Authority with respect to such Borrower or any
of the Real Estate; (ii) any material claim made or threatened by any third
party against such Borrower or any Real Estate relating to damage, contribution,
compensation, loss or injury resulting from any Regulated Substances or
Contamination; and (iii) the presence of any Contamination on, under, from or
affecting any of the Real Estate;

           10.4.6.  timely comply with any applicable Environmental Laws
requiring the removal, treatment, storage, processing, handling, transportation
or disposal of Regulated Substances or Contamination, provide Agent with
satisfactory evidence of such compliance;

           10.4.7.  conduct and complete, in accordance with applicable
Environmental Laws, all investigations, studies, sampling and testing, as well
as all remedial, removal and other actions necessary to clean up and remove all
Contamination on, under, from or affecting any of the Real Estate, to the extent
that the failure to do so could reasonably be expected to have a Material
Adverse Effect or result in the imposition of a Lien that is not a Permitted
Lien, unless such action is being undertaken by Sellers pursuant to Sellers'
indemnification obligations to Remington;

           10.4.8.  obtain and maintain Environmental Permits relating to such
Borrower, the Real Estate, or the operation of such Borrower's business, except
to the extent that failure to obtain or maintain any such Environmental Permits
could not reasonably be expected to have a Material Adverse Effect;

           10.4.9.  permit Agent, at any time after notice to Borrowers and in
Agent's sole discretion, to commission an investigation into the presence of
Regulated Substances or Contamination on, from or affecting any of the Real
Estate, or the compliance with Environmental Laws at, or relating to, any of the
Real Estate. Such an investigation performed by Agent shall be at Borrowers'
expense if the performance of the investigation is commenced (i) upon or after
the occurrence of a Default or an Event of Default; or (ii) because Agent has a
reasonable belief that an Obligor has violated any provision of any of the
Credit Documents (including any representation, warranty or covenant in this
Agreement). All other investigations performed by Agent shall be at Agent's and
Lenders' expense. In connection with any such investigation, each Borrower, its
tenants, subtenants, occupants and assigns, shall comply with all reasonable
requests for information made by Agent or its agents and each Borrower
represents and warrants that all responses to any such requests for information
will be correct and complete. Each Borrower covenants and agrees to provide
Agent and its consultants and advisors with rights of access to all areas of the
Real Estate and to permit Agent and its consultants and advisors to perform
testing (including any invasive testing) necessary or appropriate, in Agent's
reasonable judgment, to perform such investigation. Each Borrower acknowledges
and agrees that neither Agent nor any Lender is under any duty to conduct any
such investigations of the Real Estate and any such investigations by Agent
shall be solely for the purposes of protecting Agent's Liens upon the Real
Estate and preserving its rights under the Credit Documents. No site visit,
observation, or testing by Agent shall constitute a waiver of any Default or
Event of Default or be characterized as a representation regarding the presence
or absence of Regulated Substances or Contamination at the Real Estate. Neither
Agent nor any Lender owes any duty of care to protect Borrowers or any third
party from the presence of Regulated Substances, Contamination or any other
adverse condition affecting the Real Estate nor shall Agent or any Lender be
obligated to disclose

                                     - 91 -



to Borrowers or any third party any report or findings made in connection with
any investigation done on behalf of Agent unless required by Applicable Law;

           10.4.10. promptly commence and perform any corrective work required
under Applicable Law to address any Environmental Damages ("Corrective Work"),
unless such Corrective Work is being performed by Sellers pursuant to its
indemnification obligations to Remington, after (i) a Borrower obtains actual
knowledge of any Contamination on, in, under, affecting, or migrating to or from
any of the Real Estate or any surrounding areas; or (ii) an event occurs for
which Agent can seek indemnification from a Borrower pursuant to Section 15.2;

           10.4.11. provide to Agent written notification at least 5 Domestic
Business Days prior to the commencement of any such Corrective Work, and to give
Agent periodic reports (no less frequently than quarterly), during the
performance of such Corrective Work, on such Borrower's progress with respect
thereto, and to promptly give Agent such other information with respect thereto
as Agent shall reasonably request. Such written notice shall contain the name of
the person or entity performing such Corrective Work and shall be accompanied
by: (i) written evidence, satisfactory in form and content to Agent, showing
that such person or entity is fully insured against any and all injury and
damages caused by or resulting from the performance of such Corrective Work; and
(ii) copies of the plans for such Corrective Work, approved in writing by the
appropriate governmental authorities. Any Corrective Work conducted by a
Borrower shall be diligently performed and shall comply with all Environmental
Laws and all other applicable laws to correct, contain, clean up, treat, remove,
resolve, dispose of or minimize the impact of all Regulated Substances or
Contamination. Any failure by Agent or any Lender to object to any actions taken
by a Borrower shall not be construed to be an approval by Agent or any Lender of
such actions, and this Agreement shall not be construed as creating any
obligation for Agent or any Lender to initiate any contests or to perform or
review the Indemnitor's or any other party's performance of, any Corrective
Work, or disburse any funds for any contests or the performance of any
Corrective Work;

           10.4.12. permit Agent, should it elect to do so, in addition to the
other remedies of Agent and Lenders in the Credit Documents, to perform any
Corrective Work and any other such actions as Agent, in its sole discretion,
shall deem necessary to repair and remedy any damage to the Real Estate caused
by Regulated Substances or Contamination or any such Corrective Work, if such
Corrective Work or actions are not being performed by Sellers pursuant to
Sellers' indemnification obligations to Remington. In such event, all funds
expended by Agent or Lenders, or all of them, in connection with the performance
of any Corrective Work, including all attorneys' fees, engineering fees,
consultant fees and similar charges, shall become a part of the Obligations and
shall be due and payable by the Borrowers on demand. Each disbursement made by
Agent or Lenders, or all of them, pursuant to this provision shall bear interest
at the lower of the Default Rate or the highest rate allowable under Applicable
Law from the date Borrower shall have received written notice that the funds
have been advanced by Agent or Lenders, or all of them, until paid in full; and

           10.4.13. if any Claim is asserted against Agent or any Lender with
respect to Regulated Substances, Environmental Laws or Contamination, agree that
Agent and Lenders may (i) select the engineers, other consultants and attorneys
for Agent's or any Lender's defense or guidance, (ii) determine the appropriate
legal strategy for such defense, and (iii) compromise or settle such claim, all
in Agent's and Lenders' sole discretion, and agree that Borrowers shall be
liable to Agent and Lenders in accordance with the terms hereof for liabilities,
costs and expenses incurred by Agent and Lenders in this regard.

                                     - 92 -



SECTION 11.  CONDITIONS PRECEDENT

     11.1. Conditions Precedent to Initial Credit Extensions. Notwithstanding
any other provision of this Agreement or any of the other Credit Documents, and
without affecting in any manner the rights of Agent and Lenders under the other
sections of this Agreement, Lenders shall not be required to fund any Revolver
Loan requested by Borrowers or to issue any Letter of Credit, unless, on or
before January 24, 2003, each of the following conditions has been and continues
to be satisfied:

           11.1.1.  Credit Documents. Each of the Credit Documents shall have
been duly executed and delivered to Agent by each of the signatories thereto and
accepted by Agent and Lenders and each Obligor shall be in compliance with all
of the terms thereof.

           11.1.2.  Availability. Agent shall have determined, and Lenders shall
be satisfied, that, after giving effect to all transactions to be concluded on
the Closing Date, Availability is not less than $30,000,000.

           11.1.3.  Evidence of Perfection and Priority of Liens. Agent shall
have received confirmation that all UCC-1 financing statements and other
Security Documents required to be filed or recorded to perfect the Liens of
Agent in Collateral (excluding only Intellectual Property which is registered in
countries other than the United States) have been filed and evidence in form
satisfactory to Agent and Lenders that such Liens will constitute valid and
perfected security interests and Liens, and that there are no other Liens upon
Collateral except for Permitted Liens.

           11.1.4.  Release of Liens. The collateral agent for the existing
senior secured working capital facility shall have agreed in writing to
terminate, or shall have authorized Agent in writing to terminate, all Liens of
such collateral agent with respect to any of the Collateral upon Lenders'
funding of the initial Revolver Loans.

           11.1.5.  Organization Documents. Agent shall have received a copy of
the Organization Documents of each Obligor, and all amendments thereto,
certified by the Secretary of State or other appropriate officials of the
jurisdiction of each Obligor's state of organization.

           11.1.6.  Good Standing Certificates. Agent shall have received good
standing certificates for each Obligor, issued by the Secretary of State or
other Governmental Authority of such Obligor's jurisdiction of organization and
each jurisdiction where the conduct of such Obligor's business activities or
ownerships of its Property necessitates qualification.

           11.1.7.  Factoring Documents. The Factoring Documents shall be
amended or restated in a manner sufficient, in Agent's judgment, to make clear
that all Accounts at any time acquired by Factors after the Closing Date are
owned by Factors subject to the duly perfected Liens therein granted to Agent by
Remington and that all Accounts acquired by Factors from Remington prior to the
Closing Date are owned by Factors subject to the duly perfected Liens therein
granted to Agent by Factors.

           11.1.8.  Opinion Letters. Agent shall have received favorable,
written opinions of Debevoise & Plimpton, special New York counsel to Borrowers
and Guarantors and (ii) Richards, Layton & Finger, special Delaware counsel to
Borrowers and Guarantors, satisfactory to Agent and its counsel.

           11.1.9.  Insurance. Agent shall have received certified copies of the
casualty insurance policies of each Borrower with respect to Collateral and
business interruption insurance policies, together with

                                     - 93 -



loss payable endorsements on Agent's standard form of loss payee endorsement
naming Agent as loss payee with respect to each such policy and certified copies
of each Borrower's liability insurance policies, including product liability
policies, together with endorsements naming Agent as an additional insured, all
as required by the Credit Documents.

          11.1.10.  Collateral Reserve Accounts; Deposit Account Control
Agreements. Borrowers and Guarantors shall have established the Collateral
Reserve Accounts as requested by Agent and shall have caused to be executed and
delivered, in form and scope acceptable to Agent, the Deposit Account Control
Agreements to the extent required by Section 8.2.5.

          11.1.11.  No Labor Disputes. Agent shall have received assurances
satisfactory to it that there are no threats of strikes or work stoppages by any
employees, or organization of employees, of any Obligor which Agent reasonably
determines may have a Material Adverse Effect.

          11.1.12.  Compliance with Laws and Other Agreements. Agent shall have
determined or received assurances satisfactory to it that none of the Credit
Documents or any of the transactions contemplated thereby violate any Applicable
Law, court order or agreement binding upon any Obligor.

          11.1.13.  No Material Adverse Change. No material adverse change in
the business, Properties, results of operations or financial condition of either
Remington, or of Borrowers and Guarantors and their respective Subsidiaries,
taken as a whole, shall have occurred since September 30, 2002, and no material
adverse change shall have occurred, in the quality, quantity or value of
Collateral shall have occurred since September 30, 2002.

          11.1.14.  No Change in Business Relationship with Customers. No
material adverse change shall have occurred in the business relationship between
a Borrower and any of its significant customers.

          11.1.15.  Appraisals and Field Audits. Agent and Lenders shall have
received, and found acceptable in all respects, fair market value and orderly
liquidation asset appraisals of all Inventory and Equipment and Intellectual
Property of each Obligor.

          11.1.16.  Fees and Expenses. Wachovia, Arranger and each Lender shall
have received, in immediately available funds, all fees and reimbursement for
all expenses required to be paid by each Borrower to Wachovia, Arranger and to
each Lender, in its capacity as Syndication Agent or Documentation Agent, as
applicable on or prior to the Closing Date.

          11.1.17.  Issuance of New Senior Notes. The New Senior Notes shall
have been issued in accordance with the terms of the New Senior Notes Indenture
and the proceeds thereof applied solely to pay the Special Distribution and the
balance to redeem the Existing Subordinated Notes.

          11.1.18.  Solvency Assurances. Agent shall have received a Solvency
Certificate satisfactory to it that, after giving effect to the transactions to
be concluded on the Closing Date, including the issuance of the New Senior Notes
and the payment of the Special Distribution, each Obligor will be Solvent.

     11.2.  Conditions Precedent to All Revolver Loans. Notwithstanding any
other provision of this Agreement or any of the other Credit Documents, and
without affecting in any manner the rights of Agent and Lenders under the other
sections of this Agreement, Lenders shall not be required to make any Revolver
Loans

                                     - 94 -



or otherwise extend any credit to or for the benefit of Borrowers hereunder,
unless and until each of the following conditions has been and continues to be
satisfied:

          11.2.1.   No Defaults. No Default or Event of Default shall exist at
the time of, or would result from, the funding of such Revolver Loan or other
extension of credit.

          11.2.2.   Satisfaction of Conditions in Other Credit Documents. Each
of the conditions precedent set forth in any other Credit Document shall have
been and shall remain satisfied.

          11.2.3.   No Litigation. No action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or legislative body to enjoin, restrain or
prohibit, or to obtain damages in respect of, or which is related to or arises
out of, this Agreement or any of the other Credit Documents or the consummation
of the transactions contemplated hereby or thereby.

          11.2.4.   No Material Adverse Effect. No event shall have occurred and
no condition shall exist which has or may be reasonably likely to have a
Material Adverse Effect.

          11.2.5.   Borrowing Base Certificate. Agent shall have received most
recent Borrowing Base Certificate required by the terms of this Agreement or
otherwise requested by Agent pursuant to the terms hereof.

     11.3. Limited Waiver of Conditions Precedent. If, after the Closing Date,
Lenders shall make any Revolver Loans, issue any Letter of Credit or otherwise
extend any credit to Borrowers under this Agreement at a time when any of the
foregoing conditions precedent are not satisfied (regardless of whether the
failure of satisfaction of any such conditions precedent was known or unknown to
either of Agent or any Lender), the funding of such Revolver Loans shall not
operate as a waiver of the right of Agent and Lenders to insist upon the
satisfaction of all conditions precedent with respect to each subsequent
Borrowing requested by Borrowers or a waiver of any Default or Event of Default
as a consequence of the failure of any such conditions to be satisfied, unless
Agent, with the prior written consent of the Required Lenders (or the unanimous
written consent of all Lenders with respect to the waiver of any Event of
Default for which the consent of all Lenders is required by Section 13.9.1), in
writing waives the satisfaction of any condition precedent in which event such
waiver shall only be applicable for the specific instance given and only to the
extent and for the period of time expressly stated in such written waiver.

SECTION 12. EVENTS OF DEFAULT; RIGHTS AND REMEDIES ON DEFAULT

     12.1. Events of Default. The occurrence or existence of any one or more of
the following events or conditions shall constitute an "Event of Default" (each
of which Events of Default shall be deemed to exist unless and until waived by
Agent and Lenders in accordance with the provisions of Section 13.9 hereof):

          12.1.1. Payment of Obligations. Borrowers shall fail to pay any of the
Obligations, including any of the Revolver Loans, as and when due and payable
(whether due at stated maturity, on demand, upon acceleration or otherwise).

          12.1.2. Misrepresentations. Any representation, warranty or other
written statement to either of Agent or any Lender by or on behalf of any
Obligor, whether made in or furnished in compliance with or in reference to any
of the Credit Documents, proves to have been false or misleading in any material
respect when made or furnished or when reaffirmed pursuant to Section 9.2
hereof.

                                     - 95 -



          12.1.3. Breach of Specific Covenants. Borrowers shall fail or neglect
to perform, keep or observe any covenant contained in Sections 7, 8.1.1, 8.2.1,
8.2.4, 8.2.5, 8.5, 10.1.1, 10.1.11, 10.1.12, 10.1.13, 10.2 or 10.3 hereof on the
date that each Borrower is required to perform, keep or observe such covenant.

          12.1.4. Breach of Other Covenants. Borrowers shall fail or neglect to
perform, keep or observe any covenant contained in this Agreement (other than a
covenant which is dealt with specifically elsewhere in Section 12.1 hereof) and
the breach of such other covenant is not cured to Agent's and the Required
Lender's satisfaction within 15 days after the sooner to occur of any Senior
Officer's receipt of notice of such breach from Agent or the date on which such
failure or neglect first becomes known to any Senior Officer; provided, however,
that such notice and opportunity to cure shall not apply in the case of any
failure to perform, keep or observe any covenant which is not capable of being
cured at all or within such 15-day period or which is a willful and knowing
breach by Borrowers; and provided further, however, that with respect to
Borrowers' failure to perform any of their obligations under Section 10.1.3, no
notice or 15-day grace period shall apply if, during the 12-month period
preceding the date on which such failure to perform occurs, the Borrowers have
not timely performed any of their obligations under Section 10.1.3 on two other
occasions.

          12.1.5. Default Under Other Documents. Any Obligor shall default in
the due and punctual observance or performance of any liability or obligation to
be observed or performed by it under any of the Other Agreements or any of the
Security Documents.

          12.1.6. Default Under Other Debt. There shall occur any event or
condition that results in the acceleration of the maturity of Debt outstanding
of a Borrower or any of its Subsidiaries in an aggregate principal amount of
$2,500,000 or more (including any required mandatory prepayment or "put" of such
Debt to such Borrower or any of its Subsidiaries) or enables (or, with the
giving of notice or lapse of time or both, would enable) the holders of such
Debt or commitment or any Person acting on such holder's behalf to accelerate
the maturity thereof or terminate any such commitment prior to its normal
expiration (including any required mandatory prepayment or "put" of such Debt to
such Borrower or any of its Subsidiaries).

          12.1.7. Uninsured Losses. Any loss, theft, damage or destruction of
any of Collateral not fully covered (subject to such deductibles as Agent shall
have permitted) by insurance if the amount not covered by insurance exceeds
$2,500,000.

          12.1.8. Solvency. An Obligor shall be unable to pay all of its Debts
as such Debts mature.

          12.1.9. Insolvency Proceedings. Any Obligor shall commence, or shall
consent to the commencement against it of, any Insolvency Proceeding or any
Insolvency Proceeding shall be commenced against an Obligor and the same shall
not have been dismissed within 60 days after the commencement thereof.

          12.1.10. Business Disruption; Condemnation. There shall occur a
cessation of a substantial part of the business of any Obligor for a period
which could be reasonably expected to have a Material Adverse Effect; or any
Obligor shall suffer the loss, revocation or termination of any license
(including any Licensing Agreement), permit or other Material Contract now held
or hereafter acquired by such Obligor, to the extent that such loss or
revocation could be reasonably expected to have a Material Adverse Effect; or
any Obligor shall be enjoined, restrained or in any way prevented by court,
governmental or administrative order from conducting all or any material part of
its business affairs; or any material lease or agreement pursuant to which any
Obligor leases or occupies any premises on which Collateral is located shall be
canceled or terminated prior to the expiration of its stated term and such
cancellation or termination could be reasonably expect to

                                     - 96 -



have a Material Adverse Effect or results in an Out-of-Formula Condition; or any
material part of Collateral shall be taken through condemnation or the value of
such Property shall be materially impaired through condemnation; or the loss by
a Borrower of a material part of the business of any customer of such Borrower
which will be deemed material if such loss accounted for more than 15% of the
aggregate sales of such Borrower during the Fiscal Year ending prior to such
loss.

          12.1.11. Change of Control. A Change of Control shall occur.

          12.1.12. ERISA. A Reportable Event shall occur which constitutes
grounds for the termination by the Pension Benefit Guaranty Corporation of any
Plan or for the appointment by the appropriate United States district court of a
trustee for any Plan, or if, as a result of any Reportable Event, any Plan shall
be terminated or any such trustee shall be requested or appointed, or if any
Obligor is in "default" (as defined in Section 4219(c)(5) of ERISA) with respect
to payments to a Multiemployer Plan resulting from each Borrower's, such
Subsidiary's or such Obligor's complete or partial withdrawal from such
Multiemployer Plan.

          12.1.13. Challenge to Credit Documents. Any Obligor or any of its
Affiliates shall challenge or contest in any action, suit or proceeding the
validity or enforceability of any of the Credit Documents, the legality or
enforceability of any of the Obligations or the perfection or priority of any
Lien granted to Agent.

          12.1.14. Judgment. A judgment or order for the payment of money shall
be entered against an Obligor that (i) exceeds the uncontested insurance
available therefor by $500,000, (ii) results in the creation or imposition of a
Lien upon any asset of such Obligor that is not a Permitted Lien, (iii) has been
levied or executed upon by any holder of such judgment, or (iv) is not paid
within 45 days after the date of entry.

          12.1.15. Repudiation of or Default Under Guaranty. Any Guarantor shall
revoke or attempt to revoke the guaranty signed by such Guarantor, shall
repudiate such Guarantor's liability thereunder, or shall be in default under
the terms thereof, or shall fail to confirm in writing, promptly, after receipt
of Agent's written request therefor, such Guarantor's ongoing liability under
such guaranty in accordance with the terms thereof.

          12.1.16. Default Under New Senior Notes. Any Obligor shall be in
default of any of its obligations under the New Senior Notes or the New Senior
Notes Indenture and, as a consequence of which the payment or maturity of the
New Senior Notes could be accelerated or demand for payment thereof made or
other rights or remedies exercised by or on behalf of the holders of the New
Senior Notes.

          12.1.17. Criminal Forfeiture. Any Obligor shall be convicted under any
criminal law that could lead to a forfeiture of any Property of such Obligor
that could be reasonably expected to have a Material Adverse Effect.

     12.2. Acceleration of Obligations; Termination of Revolver Commitments.
Without in any way limiting the right of Agent to demand payment of the
Obligations owed solely to it or the right of the Agent to demand payment of any
portion of the Obligations payable on demand in accordance with this Agreement
or any of the other Credit Documents;

          12.2.1. Upon or at any time after the occurrence of an Event of
Default (other than pursuant to Section 12.1.9 hereof) and for so long as such
Event of Default shall exist, Agent may in its discretion (and, upon receipt of
written instructions to do so from the Required Lenders, shall) (a) declare the
principal of and any accrued interest on the Revolver Loans and all other
Obligations owing under any of the Credit Documents to be, whereupon the same
shall become without further notice or demand (all of which notice and demand

                                     - 97 -



each Borrower expressly waives), forthwith due and payable and Borrowers shall
forthwith pay to Agent the entire principal of and accrued and unpaid interest
on the Revolver Loans and other Obligations plus reasonable attorneys' fees and
expenses if such principal and interest are collected by or through an
attorney-at-law and (b) terminate the Revolver Commitments.

          12.2.2. Upon the occurrence of an Event of Default specified in
Section 12.1.9 hereof, all of the Obligations shall become automatically due and
payable without declaration, notice or demand by Agent to or upon Borrowers and
the Revolver Commitments shall automatically terminate as if terminated by Agent
pursuant to Section 6.2.1 hereof and with the effect specified in Section 6.2.3
hereof; provided, however, that if either of Agent or Lenders shall continue to
make Revolver Loans, issue Letters of Credit, or otherwise extend credit to
Borrowers pursuant to this Agreement after an automatic termination of the
Revolver Commitments by reason of the commencement of an Insolvency Proceeding
by or against Borrowers, such Revolver Loans and other credit shall nevertheless
be governed by this Agreement and enforceable against and recoverable from each
Obligor as if such Insolvency Proceeding had never been instituted.

     12.3. Other Remedies. Upon and after the occurrence of an Event of Default
and for so long as such Event of Default shall exist, Agent shall, at the
direction of either the Agent or the Required Lenders, exercise from time to
time all of the rights and remedies (without prejudice to the rights of either
of Agent or any Lender to enforce its claim against any or all Obligors) of a
secured party under the UCC or under other Applicable Law, and all other legal
and equitable rights to which Agent may be entitled under any of the Credit
Documents, all of which rights and remedies shall be cumulative and shall be in
addition to any other rights or remedies contained in this Agreement or any of
the other Credit Documents, and none of which shall be exclusive. Agent is
hereby irrevocably granted a license or other right to use, without charge, each
Borrower's Intellectual Property and each Borrower's computer hardware and
software, trade secrets, brochures, customer lists, promotional and advertising
materials, labels, and packaging materials, and any Property of a similar
nature, in advertising for sale, marketing, selling and collecting, and in
completing the manufacturing of, Collateral, and each Borrower's rights under
all licenses and all franchise agreements shall inure to Agent's benefit.

     12.4. Setoff. In addition to any Liens granted under any of the Credit
Documents and any rights now or hereafter available under Applicable Law, each
Lender Group Member (and each of their respective Affiliates) is hereby
authorized by each Borrower at any time that an Event of Default exists, without
notice to Borrowers or any other Person (any such notice being hereby expressly
waived), to set off and to appropriate and apply any and all deposits, general
or special (including Debt evidenced by certificates of deposit whether matured
or unmatured (but not including trust accounts)) and any other Debt at any time
held or owing by such Lender Group Member (or any of their Affiliates) to or for
the credit or the account of Borrowers against and on account of the Obligations
of Borrowers arising under the Credit Documents to each Lender Group Member,
including all Revolver Loans and LC Obligations and all claims of any nature or
description arising out of or in connection with this Agreement, irrespective of
whether or not (i) any Lender Group Member shall have made any demand hereunder,
(ii) Agent, at the request or with the consent of the Required Lenders, shall
have declared the principal of and interest on the Revolver Loans and other
amounts due hereunder to be due and payable as permitted by this Agreement and
even though such Obligations may be contingent or unmatured or (iii) the
Collateral for the Obligations is adequate. Notwithstanding the foregoing, each
Lender Group Member agrees with each other that it shall not, without the
express consent of the Required Lenders, and that it shall (to the extent that
it is lawfully entitled to do so) upon the request of the Required Lenders,
exercise its setoff rights hereunder against any accounts of Borrower now or
hereafter maintained with any Lender Group Member (or any Affiliate of any of
them), but no Borrower shall have a claim or cause of action against any Lender
Group Member for any setoff made without the consent of the Required Lenders and
the

                                     - 98 -



validity of any such setoff shall not be impaired by the absence of such
consent. If any party (or its Affiliate) exercises the right of setoff provided
for hereunder, such party shall be obligated to share any such setoff in the
manner and to the extent required by Section 13.5.

     12.5. REMEDIES CUMULATIVE; NO WAIVER.

          12.5.1. All covenants, conditions, provisions, warranties, guaranties,
indemnities, and other undertakings of Borrowers contained in this Agreement and
the other Credit Documents, or in any document referred to herein or contained
in any agreement supplementary hereto or in any schedule given to either of
Agent or any Lender or contained in any other agreement between either of Agent
or any Lender and Borrowers, heretofore, concurrently, or hereafter entered
into, shall be deemed cumulative to and not in derogation or substitution of any
of the terms, covenants, conditions, or agreements of Borrowers herein
contained. The rights and remedies of Agent and Lenders under this Agreement and
the other Credit Documents shall be cumulative and not exclusive of any rights
or remedies that either of Agent or any Lender would otherwise have.

          12.5.2. The failure or delay of either of Agent or any Lender to
require strict performance by Borrowers of any provision of any of the Credit
Documents or to exercise or enforce any rights, Liens, powers, or remedies under
any of the Credit Documents or with respect to Collateral shall not operate as a
waiver of such performance, Liens, rights, powers and remedies, but all such
requirements, Liens, rights, powers, and remedies shall continue in full force
and effect until all Revolver Loans and all other Obligations owing or to become
owing from Borrowers to either of Agent or any Lender shall have been fully
satisfied. None of the undertakings, agreements, warranties, covenants and
representations of each Borrower contained in this Agreement or any of the other
Credit Documents and no Event of Default under this Agreement or any other
Credit Documents shall be deemed to have been suspended or waived by either of
Agent or any Lender, unless such suspension or waiver is by an instrument in
writing specifying such suspension or waiver and is signed by a duly authorized
representative of Agent or such Lender and directed to Borrowers.

          12.5.3. If either of Agent or any Lender shall accept performance by
Borrowers, in whole or in part, of any obligation that Borrowers are required by
any of the Credit Documents to perform only when a Default or Event of Default
exists, or if either of Agent or any Lender shall exercise any right or remedy
under any of the Credit Documents that may not be exercised other than when a
Default or Event of Default exists, such Agent's or Lender's acceptance of such
performance by Borrowers or such Agent's or Lender's exercise of any such right
or remedy shall not operate to waive any such Event of Default or to preclude
the exercise by such Agent or Lender of any other right or remedy, unless
otherwise expressly agreed in writing by such Agent or such Lender, as the case
may be.

SECTION 13.  PROVISIONS PERTAINING TO AGENTS AND LENDERS

     13.1. APPOINTMENT, AUTHORITY AND DUTIES OF AGENT.

          13.1.1. Each Lender Group Member hereby irrevocably appoints and
designates Wachovia as Agent to act as herein specified. Agent may, and each
Lender Group Member shall be deemed irrevocably to have authorized Agent to,
enter into all Credit Documents to which Agent is or is intended to be a party
and all amendments hereto and all Security Documents at any time executed by
Borrowers, for its benefit and the benefit of each other Lender Group Member
and, except as otherwise provided in this Section 13, to exercise such rights
and powers under this Agreement and the other Credit Documents as are
specifically delegated to Agent by the terms hereof and thereof, together with
such other rights and powers as are reasonably incidental

                                     - 99 -



thereto. Each Lender Group Member agrees that any action taken by Agent, the
Supermajority Lenders or the Required Lenders in accordance with the provisions
of this Agreement or the other Credit Documents, and the exercise by Agent, the
Required Lenders or the Supermajority Lenders of any of the powers set forth
herein or therein, together with such other powers as are reasonably incidental
thereto, shall be authorized and binding upon all Lender Group Members. Without
limiting the generality of the foregoing, Agent shall have the sole and
exclusive right and authority to (a) act as the disbursing and collecting agent
for Lenders with respect to all payments and collections arising in connection
with this Agreement and the other Credit Documents; (b) execute and deliver as
Agent each Credit Document and accept delivery of each such agreement delivered
by a Borrower or any other Obligor; (c) act as Agent for the Lender Group
Members for purposes of the perfection of all security interests and Liens
created by this Agreement or the Security Documents with respect to all items of
the Collateral and, subject to the direction of the Required Lenders, for all
other purposes stated therein, provided that Agent hereby appoints, authorizes
and directs each Lender to act as a collateral sub-agent for Agent and the other
Lenders for purposes of the perfection of all security interests and Liens with
respect to each Borrower's Deposit Accounts maintained with, and all cash held
by, such Lender; (d) subject to the direction of the Required Lenders, manage,
supervise or otherwise deal with the Collateral; and (e) except as may be
otherwise specifically restricted by the terms of this Agreement and subject to
the direction of the Required Lenders, exercise all remedies given to Agent with
respect to any of the Collateral under the Credit Documents relating thereto,
Applicable Law or otherwise. The duties of Agent shall be ministerial and
administrative in nature, and Agent shall not have by reason of this Agreement
or any other Credit Document a fiduciary relationship with any Lender Group
Member (or any Lender's participants). Unless and until its authority to do so
is revoked in writing by Required Lenders, Agent alone shall be authorized to
determine whether any Accounts or Inventory constitute Eligible Accounts or
Eligible Inventory (basing such determination in each case upon the meanings
given to such terms in this Agreement), or whether to impose or release any
reserve, and to exercise its own credit judgment in connection therewith, which
determinations and judgments, if exercised in good faith, shall exonerate Agent
from any liability to any Lender Group Member or any other Person for any errors
in judgment.

          13.1.2. Agent (which term, as used in this sentence, shall include
reference to Agent's officers, directors, employees, attorneys, agents and
Affiliates and to the officers, directors, employees, attorneys and agents of
Agent's Affiliates) shall not: (a) have any duties or responsibilities except
those expressly set forth in this Agreement and the other Credit Documents or
(b) be required to take, initiate or conduct any litigation, foreclosure or
collection proceedings hereunder or under any of the other Credit Documents
except to the extent directed to do so by the Required Lenders during the
continuance of any Event of Default. Once a direction to take any action that
may be directed by the Required Lenders hereunder has been given by the Required
Lenders to Agent, and subject to any other directions which may be given from
time to time by the Required Lenders, decisions regarding the manner in which
any such action has to be implemented and conducted (with the exception of any
decision to settle, compromise or dismiss any legal proceeding, with or without
prejudice, which decision shall require the consent of the Required Lenders)
shall be made by Agent, with such assistance and advice of counsel as it may
deem appropriate. Notwithstanding the provisions of the immediately preceding
sentence, any and all decisions to settle, compromise or dismiss any legal
proceeding, with or without prejudice, which implements, accrues or results in
or has the affect of causing any release, change or occurrence, where such
release, change or occurrence would require the consent of the Supermajority
Lenders or the consent of all Lenders pursuant to the terms of this Agreement,
also shall require the consent of the Supermajority Lenders or the consent of
all Lenders, as applicable. The conferral upon Agent of any right hereunder
shall not imply a duty on Agent's part to exercise any such right unless
instructed in writing to do so by the Required Lenders in accordance with this
Agreement.

                                     - 100 -



          13.1.3. Agent may perform any of its duties by or through its agents
and employees and may employ one or more Agent Professionals and shall not be
responsible for the negligence or misconduct of any such Agent Professionals
selected by it with reasonable care. Each Borrower shall promptly (and in any
event, on demand) reimburse Agent for all reasonable expenses (including all
Extraordinary Expenses) incurred by Agent pursuant to any of the provisions
hereof or of any of the other Credit Documents or in the execution of any of
Agent's duties hereby or thereby created or in the exercise of any right or
power herein or therein imposed or conferred upon it or Lenders (excluding,
however, general overhead expenses), and each Lender agrees promptly to pay to
Agent, on demand, such Lender's Pro Rata share of any such reimbursement for
expenses (including Extraordinary Expenses) that is not timely made by Borrowers
to Agent.

          13.1.4. The rights, remedies, powers and privileges conferred upon
Agent hereunder and under the other Credit Documents may be exercised by Agent
without the necessity of the joinder of any other parties unless otherwise
required by Applicable Law. If Agent shall request instructions from the
Required Lenders with respect to any act or action (including the failure to
act) in connection with this Agreement or any of the other Credit Documents,
Agent shall be entitled to refrain from such act or taking such action unless
and until Agent shall have received instructions from the Required Lenders; and
Agent shall not incur liability to any Lender Group Member or any other Person
by reason of so refraining. Without limiting the foregoing, no Lender Group
Member shall have any right of action whatsoever against Agent as a result of
Agent acting or refraining from acting hereunder or under any of the Credit
Documents pursuant to or in accordance with the instructions of the Required
Lenders except for Agent's own gross negligence or willful misconduct in
connection with any action taken by it. Notwithstanding anything to the contrary
contained in this Agreement, Agent shall not be required to take any action that
is in its opinion contrary to Applicable Law or the terms of any of the Credit
Documents or that would in its reasonable opinion subject it or any of its
officers, employees or directors to personal liability; provided, however, that
if Agent shall fail or refuse to take action that is not contrary to Applicable
Law or to any of the terms of any of the Credit Documents even if such action in
Agent's opinion would subject it to potential liability, the Required Lenders
may remove Agent and appoint a successor Agent in the same manner and with the
same effects as is provided in this Agreement with respect to Agent's
resignation.

          13.1.5. Agent shall promptly, upon receipt thereof, forward to each
Lender (i) copies of any significant written notices, reports, certificates and
other information received by Agent from any Obligor (but only if and to the
extent such Obligor is not required by the terms of the Credit Documents to
supply such information directly to Lenders) and (ii) copies of the results of
any field audits by Agent with respect to each Borrower. Agent shall have no
liability to any Lender Group Member for any errors in or omissions from any
field audit or other examination of each Borrower or the Collateral, unless such
error or omission was the direct result of Agent's willful misconduct.

     13.2. AGREEMENTS REGARDING COLLATERAL AND EXAMINATION REPORTS

          13.2.1. Agent shall be authorized, at its option and in its
discretion, to release any Lien upon any Collateral (i) upon the termination of
the Revolver Commitments and payment or satisfaction of all of the Obligations
or (ii) constituting Property sold or disposed of in accordance with the terms
of Section 8.4.2 or Section 10.2.9 if each Borrower certifies to Agent that the
disposition is made in compliance with the terms of this Agreement (and Agent
may rely conclusively on any such certificate, without further inquiry). Agent
shall, if directed to do so by the Required Lenders, release any Lien upon any
Collateral so long as the aggregate value (as determined by the Required Lenders
in their sole discretion) of all Collateral in respect of which Agent shall have
released its Lien during any period of 12 months (excluding Collateral from
which Agent's Lien is released in accordance with Section 8.4.2) does not exceed
$5,000,000. Except as expressly

                                     - 101 -



authorized or required by this Agreement or Applicable Law, Agent shall not
execute any release or termination of any Lien upon any of the Collateral
without the prior written authorization of all Lenders. Agent shall have no
obligation whatsoever to any Lender Group Member to assure that any of the
Collateral exists or is owned by each Borrower or is cared for, protected or
insured or has been encumbered, or that Agent's Liens have been properly,
sufficiently or lawfully created, perfected, protected or enforced or entitled
to any particular priority or to exercise any duty of care with respect to any
of the Collateral.

          13.2.2. Agent shall furnish each Lender, promptly after the same
becomes available, a copy of each field audit or examination report (each a
"Report" and collectively, "Reports") prepared by or on behalf of Agent. Each
Lender agrees that neither Wachovia nor Agent makes any representation or
warranty as to the accuracy or completeness of any Report and shall not be
liable for any information contained in or omitted from any such Report; agrees
that the Reports are not intended to be comprehensive audits or examinations,
that Wachovia or Agent or any other Person performing any audit or examination
will inspect only specific information regarding Borrowers or the Collateral and
will rely significantly upon each Borrower's books and records as well as upon
representations of each Borrower's officers and employees; agrees to keep all
Reports confidential and strictly for its internal use and not to distribute the
Reports to any Person (except to its Participants, accountants, attorneys and
other Persons with whom such Lender has a confidential relationship) or use any
Report in any other manner; and, without limiting the generality of any other
indemnification contained herein, agrees to hold Agent and any other Person
preparing a Report harmless from any action that the indemnifying Lender may
take or conclusion the indemnifying Lender may reach or draw from any Report in
connection with any Revolver Loans or other credit accommodations that the
indemnifying Lender has made or may make to Borrowers, or the indemnifying
Lender's participation in, or its purchase of, a loan or loans of Borrowers, and
to pay and protect, and indemnify, defend and hold Agent and each other such
Person preparing a Report harmless from and against all claims, actions,
proceedings, damages, costs, expenses and other amounts (including attorneys'
fees incurred by Agent and any such other Person preparing a Report as the
direct or indirect result of any third parties who might obtain all or any part
of any Report through the indemnifying Lender.

     13.3. Reliance By Agent. Agent shall be entitled to rely, and shall be
fully protected in so relying, upon any certification, notice or other
communication (including any thereof by telephone, telex, telegram, telecopier
message or cable) believed by it to be genuine and correct and to have been
signed, sent or made by or on behalf of the proper Person or Persons, and upon
advice and statements of Agent Professionals selected by Agent. As to any
matters not expressly provided for by this Agreement or any of the other Credit
Documents, Agent shall in all cases be fully protected in acting or refraining
from acting hereunder and thereunder in accordance with the instructions of the
Required Lenders, and such instructions of the Required Lenders and any action
taken or failure to act pursuant thereto shall be binding upon the Lender Group.

     13.4. Action Upon Default. Agent shall not be deemed to have knowledge of
the occurrence of a Default or an Event of Default unless it has received
written notice from a Lender or a Borrower specifying the occurrence and nature
of such Default or Event of Default. If Agent shall receive such a notice of a
Default or an Event of Default or shall otherwise acquire actual knowledge of
any Default or Event of Default, Agent shall promptly notify Lenders in writing
and Agent shall take such action and assert such rights under this Agreement and
the other Credit Documents, or shall refrain from taking such action and
asserting such rights, as the Required Lenders shall direct from time to time.
If any Lender shall receive a notice of a Default or Event of Default or shall
otherwise acquire actual knowledge of any Default or Event of Default, such
Lender shall promptly notify Agent and the other Lenders in writing. As provided
in Section 13.3 hereof, Agent shall not be subject to any liability by reason of
acting or refraining to act pursuant to any request of the Required Lenders
except for its own willful misconduct or gross negligence in connection with any
action

                                     - 102 -



taken by it. Before directing Agent to take or refrain from taking any action or
asserting any rights or remedies under this Agreement and the other Credit
Documents on account of any Event of Default, the Required Lenders shall consult
with and seek the advice of (but without having to obtain the consent of) each
other Lender, and promptly after directing Agent to take or refrain from taking
any such action or asserting any such rights, the Required Lenders will so
advise each other Lender of the action taken or refrained from being taken and,
upon request of any Lender, will supply information concerning actions taken or
not taken. In no event shall the Required Lenders, without the prior written
consent of each Lender, direct Agent to accelerate and demand payment of the
Revolver Loans held by one Lender without accelerating and demanding payment of
all other Revolver Loans or to terminate the Revolver Commitments of one or more
Lenders without terminating the Revolver Commitments of all Lenders. Each Lender
agrees that, except as otherwise provided in any of the Credit Documents or as
authorized by the Required Lenders, it will not take any legal action or
institute any action or proceeding against any Obligor with respect to any of
the Obligations or Collateral or accelerate or otherwise enforce its portion of
the Obligations. Without limiting the generality of the foregoing, no Lender
Group Member may exercise any right that it might otherwise have under
Applicable Law to credit bid at foreclosure sales, UCC sales or other similar
sales or dispositions of any of the Collateral except as authorized by the
Required Lenders. Notwithstanding anything to the contrary set forth in this
Section 13.4 or elsewhere in this Agreement, each Lender and LC Issuer shall be
authorized to take such action to preserve or enforce its rights against any
Obligor where a deadline or limitation period is otherwise applicable and would,
absent the taken of specified action, bar the enforcement of Obligations held by
such Lender against such Obligor, including the filing of proofs of claim in any
Insolvency Proceeding.

     13.5. Ratable Sharing. If any Lender shall obtain any payment or reduction
(including any amounts received as adequate protection of a bank account deposit
treated as cash collateral under the Bankruptcy Code) of any Obligation of
Borrowers hereunder (whether voluntary, involuntary, through the exercise of any
right of set-off or otherwise) in excess of its Pro Rata share of payments or
reductions on account of such Obligations obtained by all of the Lenders, such
Lender shall forthwith (i) notify the other Lenders and Agent of such receipt
and (ii) purchase from the other Lenders such participations in the affected
Obligations as shall be necessary to cause such purchasing Lender to share the
excess payment or reduction, net of costs incurred in connection therewith, on a
Pro Rata basis, provided that if all or any portion of such excess payment or
reduction is thereafter recovered from such purchasing Lender or additional
costs are incurred, the purchase shall be rescinded and the purchase price
restored to the extent of such recovery or such additional costs, but without
interest. Each Borrower agrees that any Lender so purchasing a participation
from another Lender pursuant to this Section 13.5 may, to the fullest extent
permitted by Applicable Law, exercise all of its rights of payment (including
the right of set-off) with respect to such participation as fully as if such
Lender were the direct creditor of such Borrower in the amount of such
participation.

     13.6. INDEMNIFICATION OF AGENT INDEMNITEES.

          13.6.1. Each Lender agrees to indemnify and defend the Agent
Indemnitees (to the extent not reimbursed by Borrowers under this Agreement, but
without limiting the indemnification obligation of Borrowers under this
Agreement), on a Pro Rata basis, and to hold each of the Agent Indemnitees
harmless from and against, any and all Indemnified Claims which may be imposed
on, incurred by or asserted against any of the Agent Indemnitees in any way
related to or arising out of this Agreement or any of the other Credit Documents
or any other document contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby (including the costs and expenses
which Borrowers are obligated to pay under Section 15.2 hereof or amounts Agent
may be called upon to pay in connection with any Lockbox or Collateral Reserve
Account contemplated hereby or the enforcement of any of the terms hereof or
thereof or of any such

                                     - 103 -



other documents), provided that no Lender shall be liable to any Agent
Indemnitee for any of the foregoing to the extent that they result solely from
the willful misconduct or gross negligence of such Agent Indemnitee.

          13.6.2. Without limiting the generality of the foregoing provisions of
this Section 13.6, if Agent should be sued by any receiver, trustee in
bankruptcy, debtor-in-possession or other Person on account of any alleged
preference or fraudulent transfer received or alleged to have been received from
a Borrower or any other Obligor as the result of any transaction under the
Credit Documents, then in such event any monies paid by Agent in settlement or
satisfaction of such suit, together with all Extraordinary Expenses incurred by
Agent in the defense of same, shall be promptly reimbursed to Agent by Lenders
to the extent of each Lender's Pro Rata share.

          13.6.3. Without limiting the generality of the foregoing provisions of
this Section 13.6, if at any time (whether prior to or after the Commitment
Termination Date) any action or proceeding shall be brought against any of the
Agent Indemnitees by an Obligor or by any other Person claiming by, through or
under an Obligor, to recover damages for any act taken or omitted by Agent under
any of the Credit Documents or in the performance of any rights, powers or
remedies of Agent against any Obligor, any Account Debtor, the Collateral or
with respect to any Revolver Loans, or to obtain any other relief of any kind on
account of any transaction involving any Agent Indemnitees under or in relation
to any of the Credit Documents, each Lender agrees to indemnify, defend and hold
the Agent Indemnitees harmless with respect thereto and to pay to the Agent
Indemnitees such Lender's Pro Rata share of such amount as any of the Agent
Indemnitees shall be required to pay by reason of a judgment, decree, or other
order entered in such action or proceeding or by reason of any compromise or
settlement agreed to by the Agent Indemnitees, including all interest and costs
assessed against any of the Agent Indemnitees in defending or compromising such
action, together with all expenses paid or incurred by the Agent Indemnitees to
any Agent Professionals or other Persons in connection therewith; provided,
however, that no Lender shall be liable to any Agent Indemnitee for any of the
foregoing to the extent that they arise solely from the willful misconduct or
gross negligence of such Agent Indemnitee. In Agent's discretion, Agent may also
reserve for or satisfy any such judgment, decree or order from proceeds of
Collateral prior to any distributions therefrom to or for the account of
Lenders.

     13.7. Limitation on Responsibilities of Agent. Agent shall in all cases be
fully justified in failing or refusing to act hereunder unless it shall have
received further assurances to its satisfaction from Lenders of their
indemnification obligations under Section 13.6 hereof against any and all
Indemnified Claims which may be incurred by Agent by reason of taking or
continuing to take any such action. Agent shall not be liable to any Lender
Group Member (or any Lender's participants) for any action taken or omitted to
be taken under or in connection with this Agreement or the other Credit
Documents except as a result of actual gross negligence or willful misconduct on
the part of Agent. Agent does not assume any responsibility for any failure or
delay in performance or breach by any Obligor or any Lender of its obligations
under this Agreement or any of the other Credit Documents. Agent does not make
to any Lender Group Member, and no Lender Group Member makes to Agent or the
other Lender Group Member, any express or implied warranty, representation or
guarantee with respect to the Revolver Loans, the Collateral, the Credit
Documents or any Obligor. Neither Agent nor any of its officers, directors,
employees, attorneys or agents shall be responsible to any Lender Group Member,
and no Lender Group Member nor any of its agents, attorneys or employees shall
be responsible to Agent or the any other Lender Group Member, for: (i) any
recitals, statements, information, representations or warranties contained in
any of the Credit Documents or in any certificate or other document furnished
pursuant to the terms hereof; (ii) the execution, validity, genuineness,
effectiveness or enforceability of any of the Credit Documents; (iii) the
validity, genuineness, enforceability, collectibility, value, sufficiency or
existence of any Collateral, or the perfection or priority of any Lien therein;
or (iv) the assets, liabilities, financial condition, results of operations,
business, creditworthiness or legal status of any Obligor or any Account Debtor.
Neither

                                     - 104 -



Agent nor any of its officers, directors, employees, attorneys or agents shall
have any obligation to any Lender Group Member to ascertain or inquire into the
existence of any Default or Event of Default, the observance or performance by
any Obligor of any of the duties or agreements of such Obligor under any of the
Loan Documents or the satisfaction of any conditions precedent contained in any
of the Credit Documents. Agent may consult with and employ legal counsel,
accountants and other experts and shall be entitled to act upon, and shall be
fully protected in any action taken in good faith reliance upon, any advice
given by such experts.

     13.8. SUCCESSOR AGENT AND CO-AGENT.

          13.8.1. Subject to the appointment and acceptance of a successor Agent
as provided below, Agent may resign at any time by giving at least 30 days
written notice thereof to each Lender and each Borrower. Upon receipt of any
notice of such resignation, the Required Lenders, after prior consultation with
(but without having to obtain consent of) each Lender, shall have the right to
appoint a successor Agent which shall be (i) a Lender, (ii) a United States
based affiliate of a Lender, or (iii) a commercial bank that is organized under
the laws of the United States or of any State thereof and has a combined capital
surplus of at least $100,000,000 and, provided no Default or Event of Default
then exists, is reasonably acceptable to each Borrower (and for purposes hereof,
any successor to Wachovia shall be deemed acceptable to each Borrower). Upon the
acceptance by a successor Agent of an appointment to serve as Agent hereunder,
such successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent without further act,
deed or conveyance, and the retiring Agent shall be discharged from its duties
and obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Section 13 (including the provisions of Section
13.6 hereof) shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Agent. Notwithstanding
anything to the contrary contained in this Agreement, any successor by merger or
acquisition of the stock or assets of Wachovia shall continue to be Agent
hereunder unless such successor shall resign in accordance with the provisions
hereof.

          13.8.2. It is the purpose of this Agreement that there shall be no
violation of any Applicable Law denying or restricting the right of financial
institutions to transact business as agent or otherwise in any jurisdiction. It
is recognized that, in case of litigation under any of the Credit Documents, or
in case Agent deems that by reason of present or future laws of any jurisdiction
agent might be prohibited from exercising any of the powers, rights or remedies
granted to agent or Lenders hereunder or under any of the Credit Documents or
from holding title to or a Lien upon any Collateral or from taking any other
action which may be necessary hereunder or under any of the Credit Documents,
agent may appoint an additional Person as a separate agent or co-agent which is
not so prohibited from taking any of such actions or exercising any of such
powers, rights or remedies. If Agent shall appoint an additional Person as a
separate agent or co-agent as provided above, each and every remedy, power,
right, claim, demand or cause of action intended by any of the Credit Documents
to be exercised by or vested in or conveyed to Agent with respect thereto shall
be exercisable by and vested in such separate agent or co-agent, but only to the
extent necessary to enable such separate agent or co-agent to exercise such
powers, rights and remedies, and every covenant and obligation necessary to the
exercise thereof by such separate agent or co-agent shall run to and be
enforceable by either of them. Should any instrument from the Lender Group be
required by the separate agent or co-agent so appointed by Agent in order more
fully and certainly to vest in and confirm to him or it such rights, powers,
duties and obligations, any and all of such instruments shall, on request, be
executed, acknowledged and delivered by the Lender Group Members, whether or not
a Default or Event of Default then exists. In case any separate agent or
co-collateral agent, or a successor to either, shall die, become incapable of
acting, resign or be removed, all the estates, properties, rights, powers,
duties and obligations of such separate agent or co-agent, so

                                     - 105 -



far as permitted by Applicable Law, shall vest in and be exercised by the Agent
until the appointment of a new Agent or successor to such separate agent or
co-agent.

     13.9. CONSENTS, AMENDMENTS AND WAIVERS; OUT-OF-FORMULA LOANS.

          13.9.1. No amendment or modification of any provision of this
Agreement shall be effective without the prior written agreement of the Required
Lenders and each Borrower, and no waiver of any Default or Event of Default
shall be effective without the prior written consent of the Required Lenders;
provided, however, that (i) without the prior written consent of Agent, no
amendment or waiver shall be effective with respect to any provision in any of
the Credit Documents (including this Section 13) to the extent such provision
relates to the rights, duties or immunities of Agent; (ii) without the prior
written consent of Wachovia, no amendment or waiver with respect to the
provisions of Sections 2.3 or 4.1.3 shall be effective; (iii) without the prior
written consent of all Lenders, no waiver of any Default or Event of Default
shall be effective if the Default or Event of Default relates to a Borrower's
failure to observe or perform any covenant that may not be amended without the
unanimous written consent of Lenders (and, where so provided hereinafter, the
written consent of Agent) as hereinafter set forth in this Section 13.9.1; and
(iv) written agreement of all Lenders (except a defaulting Lender as provided in
Section 4.2 of this Agreement) shall be required to effectuate any amendment,
modification or waiver that would (a) alter the provisions of Sections 3.2, 3.4,
3.9, 5.5, 5.6, 5.7, 5.9, 5.10, 6.1, 13, 15.2, 15.3, or 15.17, (b) amend the
definitions of "Pro Rata," "Required Lenders," "Supermajority Lenders,"
"Availability Reserve" or "Borrowing Base" (and the other defined terms used in
such definitions, but the percentage rates of advance may be adjusted as
expressly provided in or contemplated by Section 2.1.5 and the definition of
Applicable Inventory Percentage), if the effect would be to increase the amount
of Availability, or any provision of this Agreement obligating Agent to take
certain actions at the direction of the Required Lenders, or any provision of
any of the Credit Documents regarding the Pro Rata treatment or obligations of
Lenders, (c) increase or otherwise modify any of the Revolver Commitments (other
than to reduce proportionately each Lender's Revolver Commitment in connection
with any overall reduction in the amount of the Revolver Commitments), (d) alter
or amend (other than to increase) the rate of interest payable in respect of the
Revolver Loans (except as may be expressly authorized by the Credit Documents or
as may be necessary, in Agent's judgment, to comply with Applicable Law), (e)
waive or agree to defer collection of any fee or other charge provided for under
any of the Credit Documents or the unused line fee in Section 3.2.1 hereof, (f)
subordinate the priority of any Liens granted to Agent under any of the Loan
Documents with respect to any material part of the Collateral to Liens granted
to any other Person, except as currently provided in or contemplated by the
Credit Documents in connection with Borrowers' incurrence of Permitted Purchase
Money Debt and except for Liens granted by an Obligor to financial institutions
with respect to amounts on deposit with such financial institutions to cover
returned items, processing and analysis charges and other charges in the
Ordinary Course of Business that relate to deposit accounts with such financial
institutions, (g) alter the time or amount of repayment of any of the Loans
(except a moratorium or deferral of payment pursuant to a forbearance agreement
entered into by Agent and the Required Lenders with Borrowers at any time that
an Event of Default exists) or waive any Event of Default resulting from
nonpayment of the Loans on the due date thereof (or within any applicable period
of grace), or (h) release any Obligor from liability for any of the Obligations.
No Lender shall be authorized to amend or modify any Note held by it, unless
such amendment or modification is consented to in writing by all Lenders;
provided, however, that the foregoing shall not be construed to prohibit an
amendment or modification to any provision of this Agreement that may be
effected pursuant to this Section 13.9.1 by agreement of Borrowers and the
Required Lenders even though such an amendment or modification results in an
amendment or modification of the Notes by virtue of the incorporation by
reference in each of the Notes of this Agreement. The making of any Revolver
Loans hereunder by any Lender during the existence of a Default or Event of
Default shall not be deemed to constitute a waiver of such Default or Event of
Default. Any waiver or consent

                                     - 106 -



granted by Lenders hereunder shall be effective only if in writing and then only
in the specific instance and for the specific purpose for which it was given.

          13.9.2. Unless otherwise directed in writing by the Required Lenders,
Agent may require Lenders to honor requests by Borrowers for Out-of-Formula
Loans (in which event, and notwithstanding anything to the contrary set forth in
Section 2.1.1 or elsewhere in this Agreement, Lenders shall continue to make
Revolver Loans up to their Pro Rata share of the Revolver Commitments) and to
forbear from requiring Borrowers to cure an Out-of-Formula Condition, (1) when
no Event of Default exists (or if an Event of Default exists, when the existence
of such Event of Default is not known by Agent), if and for so long as (i) such
Out-of-Formula Condition does not continue for a period of more than 10
consecutive Business Days, following which no Out-of-Formula Condition exists
for at least 10 consecutive Business Days before another Out-of-Formula
Condition exists, (ii) the amount of the Revolver Loans outstanding at any time
does not exceed the aggregate of the Revolver Commitments at such time, and
(iii) the Out-of-Formula Condition is not known by Agent at the time in question
to exceed $5,000,000; and (2) regardless of whether or not an Event of Default
exists, if Agent discovers the existence of an Out-of-Formula Condition not
previously known by it to exist, but Lenders shall be obligated to continue
making such Revolver Loans as directed by Agent only (A) if the amount of the
Out-of-Formula Condition is not increased by more than $2,000,000 above the
amount determined by Agent to exist on the date of discovery thereof and (B) for
a period not to exceed 5 Business Days. In no event shall Borrowers or any other
Obligor be deemed to be a beneficiary of this Section 13.9.2 or authorized to
enforce any of the provisions of this Section 13.9.2.

          13.9.3  In connection with any proposed amendment to any of the Credit
Documents or waiver of any terms thereof or any Default or Event of Default
thereunder, no Borrower shall solicit, request or negotiate for or with respect
to any such proposed amendment or waiver of any of the provisions of this
Agreement or any of the other Credit Documents unless each Lender shall be
informed thereof by such Borrower and shall be afforded an opportunity of
considering the same and shall be supplied by such Borrower with sufficient
information to enable such Lender to make an informed decision with respect
thereto. No Borrower will, directly or indirectly, pay or cause to be paid any
remuneration or other thing of value, whether by way supplemental or additional
interest, fee or otherwise, to any Lender (in it capacity as Lender hereunder)
as consideration for or as an inducement to the consent to or agreement by such
Lender with any waiver or amendment of any of the terms or conditions of this
Agreement or any of the Credit Documents that require unanimous consent of all
Lenders, unless such remuneration or thing of value is concurrently paid on the
same terms on a Pro Rata basis to all Lenders; provided, however, that if any
amendment or waiver of any of the terms or conditions of this Agreement or any
of the other Credit Documents may be effected by the Required Lenders, then any
fee that Borrowers contract to pay in connection with any such amendment or
waiver may be paid only to those Lenders which agree in writing to such
amendment or waiver and not to any of the other Lenders which do not so agree.

          13.9.4  Any request, authority or consent of any Person who, at the
time of making such request or giving such a authority or consent, as a Lender,
shall be conclusive and binding upon any Assignee of such Lender.

     13.10. Due Diligence and Non-Reliance. Each Lender hereby acknowledges and
represents that it has, independently and without reliance upon Agent or the
other Lenders, and based upon such documents, information and analyses as it has
deemed appropriate, made its own credit analysis of each Obligor and its own
decision to enter into this Agreement and to fund the Revolver Loans to be made
by it hereunder and to purchase participations in the LC Obligations pursuant to
Section 2.3.2 hereof, and each Lender has made such inquiries concerning the
Credit Documents, the Collateral and each Obligor as such Lender feels necessary
and

                                     - 107 -



appropriate, and has taken such care on its own behalf as would have been the
case had it entered into the other Credit Documents without the intervention or
participation of the other Lenders or Agent. Each Lender hereby further
acknowledges and represents that the other Lenders and Agent have not made any
representations or warranties to it concerning any Obligor, any of the
Collateral or the legality, validity, sufficiency or enforceability of any of
the Credit Documents. Each Lender also hereby acknowledges that it will,
independently and without reliance upon the other Lenders or Agent, and based
upon such financial statements, documents and information as it deems
appropriate at the time, continue to make and rely upon its own credit decisions
in making Revolver Loans and in taking or refraining to take any other action
under this Agreement or any of the other Credit Documents. Except for notices,
reports and other information expressly required to be furnished to Lenders by
Agent hereunder, Agent shall not have any duty or responsibility to provide any
Lender with any notices, reports or certificates furnished to Agent by any
Obligor or any credit or other information concerning the affairs, financial
condition, business or Properties of any Obligor (or any of its Affiliates)
which may come into possession of Agent or any of Agent's Affiliates.

     13.11. Representations and Warranties of Lenders. By its execution of this
Agreement, each Lender hereby represents and warrants to Borrowers and the other
Lenders that it has the power to enter into and perform its obligations under
this Agreement and the other Credit Documents; that it has taken all necessary
and appropriate action to authorize its execution and performance of this
Agreement and the other Credit Documents to which it is a party, each of which
will be binding upon it and the obligations imposed upon it herein or therein
will be enforceable against it in accordance with the respective terms of such
documents; and that no part of the funds to be used by it to fund Loans
hereunder from time to time constitutes (i) assets allocated to any separate
account maintained by such Lender in which any employee benefit plan (or its
related trust) has any interest or (ii) any other assets of any employee benefit
plan (as the terms "employee benefit plan" and "separate account" are defined in
ERISA).

     13.12. The Required and Supermajority Lenders. As to any provisions of this
Agreement or the other Credit Documents under which action may or is required to
be taken upon direction or approval of the Required Lenders or the Supermajority
Lenders, the direction or approval of the Required Lenders or the Supermajority
Lenders, as applicable, shall be binding upon each Lender to the same extent and
with the same effect as if each Lender had joined therein. Notwithstanding
anything to the contrary contained in this Agreement, no Borrower shall be
deemed to be a beneficiary of, or be entitled to enforce, sue upon or assert as
a defense to any of the Obligations, any provisions of this Agreement that
requires Agent or any Lender to act, or conditions their authority to act, upon
the direction or consent of the Required Lenders or the Supermajority Lenders;
and any action taken by Agent or any Lender that requires the consent or
direction of the Required Lenders or the Supermajority Lenders as a condition to
taking such action shall, insofar as a Borrower is concerned, be presumed to
have been taken with the requisite consent or direction of the Required Lenders
or the Supermajority Lenders, as applicable.

     13.13. Several Obligations.The obligations and commitments of each Lender
under this Agreement and the other Credit Documents are several and neither
Agent nor any Lender shall be responsible for the performance by the other
Lenders of its obligations or commitments hereunder or thereunder.
Notwithstanding any liability of Lenders stated to be joint and several to third
Persons under any of the Credit Documents, such liability shall be shared, as
among Lenders, Pro Rata according to the respective Revolver Commitments of
Lenders.

     13.14. Agent in its Individual Capacity. With respect to its obligation to
lend under this Agreement, the Revolver Loans made by it and each Note issued to
it, Agent shall have the same rights and powers hereunder and under the other
Credit Documents as any other Lender or holder of a Note and may

                                     - 108 -



exercise the same as though it were not performing the duties specified herein;
and the terms "Lenders," "Required Lenders," or any similar term shall, unless
the context clearly otherwise indicates, include Agent in its capacity as a
Lender. Agent and its Affiliates may each accept deposits from, maintain
deposits or credit balances for, invest in, lend money to, act as trustee under
indentures of, serve as financial advisor to, and generally engage in any kind
of business with each Borrower or any other Obligor, or any affiliate of a
Borrower or any other Obligor, as if it were any other bank and without any duty
to account therefor (or for any fees or other consideration received in
connection therewith) to the other Lenders. Wachovia or its Affiliates may
receive information regarding each Borrower or any of such Borrower's Affiliates
and account debtors (including information that may be subject to
confidentiality obligations in favor of such Borrower or any of its Affiliates)
and neither Agent nor Wachovia shall be under any obligation to provide such
information to any other Lender Group Member to the extent acquired by Wachovia
in its individual capacity and not as Agent hereunder.

     13.15. No Third Party Beneficiaries. This Section 13 is not intended to
confer any rights or benefits upon a Borrower or any other Person except Lenders
and Agent, and no Person (including a Borrower) other than Lenders and Agent
shall have any right to enforce any of the provisions of this Section 13 except
as expressly provided in Section 13.17 hereof. As between Borrowers and Agent,
any action that Agent may take or purport to take on behalf of Lenders under any
of the Credit Documents shall be conclusively presumed to have been authorized
and approved by Lenders as herein provided.

     13.16. Notice of Transfer. Agent may deem and treat a Lender party to this
Agreement as the owner of such Lender's portion of the Revolver Loans for all
purposes, unless and until a written notice of the assignment or transfer
thereof executed by such Lender has been received by Agent.

     13.17. Replacement of Certain Lenders. If a Lender ("Affected Lender")
shall have (i) failed to fund its Pro Rata share of any Revolver Loan requested
(or deemed requested) by Borrowers which such Lender is obligated to fund under
the terms of this Agreement and which such failure has not been cured, (ii)
requested compensation from Borrowers under Section 3.7 to recover increased
costs incurred by such Lender (or its parent or holding company) which are not
being incurred generally by the other Lenders (or their respective parents or
holding companies), or (iii) delivered a notice pursuant to Section 3.6 hereof
claiming that such Lender is unable to extend Euro-Dollar Loans to Borrowers for
reasons not generally applicable to the other Lenders, then, in any such case
and in addition to any other rights and remedies that Agent, any other Lender or
Borrowers may have against such Affected Lender, Borrowers or Agent may make
written demand on such Affected Lender (with a copy to Agent in the case of a
demand by Borrowers and a copy to Borrowers in the case of a demand by Agent)
for the Affected Lender to assign, and such Affected Lender shall assign
pursuant to one or more duly executed Assignment and Acceptances within 5
Business Days after the date of such demand, to one or more Lenders willing to
accept such assignment or assignments, or to one or more Eligible Assignees
designated by Agent, all of such Affected Lender's rights and obligations under
this Agreement (including its Revolver Commitments and all Obligations owing to
it) in accordance with Section 14 hereof; provided, however, that Agent shall
have no duty to locate an Eligible Assignee for the purpose of accepting such
assignment. Agent is hereby irrevocably authorized to execute one or more
Assignment and Acceptances as attorney-in-fact for any Affected Lender which
fails or refuses to execute and deliver the same within 5 Business Days after
the date of such demand. The Affected Lender shall be entitled to receive, in
cash and concurrently with execution and delivery of each such Assignment and
Acceptance, all amounts owed to the Affected Lender hereunder or under any other
Credit Document, including the aggregate outstanding principal amount of the
Revolver Loans owed to such Lender, together with accrued interest thereon
through the date of such assignment. Upon the replacement of any Affected Lender
pursuant to this Section 13.17,

                                     - 109 -



such Affected Lender shall cease to have any participation in, entitlement to,
or other right to share in the Liens of Agent in any Collateral and such
Affected Lender shall have no further liability to Agent, any Lender or any
other Person under any of the Credit Documents (except as provided in Section
13.6 hereof as to events or transactions which occur prior to the replacement of
such Affected Lender), including any commitment to make Revolver Loans or
purchase participations in LC Obligations.

     13.18. REMITTANCE OF PAYMENTS AND COLLECTIONS.

          13.18.1. All payments by any Lender to Agent shall be made not later
than the time set forth elsewhere in this Agreement on the Business Day such
payment is due; provided, however, that if such payment is due on demand by
Agent and such demand is made on the paying Lender after 11:00 a.m. on such
Business Day, then payment shall be made by 11:00 a.m. on the next Business Day.
Payment by Agent to any Lender shall be made by wire transfer, promptly
following Agent's receipt of funds for the account of such Lender and in the
type of funds received by Agent; provided, however, that if Agent receives such
funds at or prior to 12:00 noon, Agent shall pay such funds to such Lender by
2:00 p.m. on such Business Day, but if Agent receives such funds after 12:00
noon, Agent shall pay such funds to such Lender by 2:00 p.m. on the next
Business Day.

          13.18.2. With respect to the payment of any funds from Agent to a
Lender or from a Lender to Agent, the party failing to make full payment when
due pursuant to the terms hereof shall, on demand by the other party, pay such
amount together with interest thereon at the Federal Funds Rate. In no event
shall each Borrower be entitled to receive any credit for any interest paid by
Agent to any Lender, or by any Lender to Agent, at the Federal Funds Rate as
provided herein.

          13.18.3. If Agent pays any amount to a Lender in the belief or
expectation that a related payment has been or will be received by Agent from an
Obligor and such related payment is not received by Agent, then Agent shall be
entitled to recover such amount from each Lender that receives such amount. If
Agent determines at any time that any amount received by it under this Agreement
or any of the other Credit Documents must be returned to an Obligor or paid to
any other Person pursuant to any Applicable Law, court order or otherwise, then,
notwithstanding any other term or condition of this Agreement or any of the
other Credit Documents, Agent shall not be required to distribute such amount to
any Lender.

     13.19. Syndication/Documentation Agent and Arranger. None of the
Syndication Agent, the Documentation Agent or the Arranger in their capacities
as such shall have any duties or responsibilities or incur any liability under
this Agreement or any of the Credit Documents.

SECTION 14.  BENEFIT OF AGREEMENT;  ASSIGNMENTS  AND  PARTICIPATIONS

     14.1. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of each Borrower, Agent and Lenders and their respective
successors and assigns, except that (i) no Borrower shall have the right to
assign its rights or delegate performance of any of its obligations under any of
the Credit Documents and (ii) any assignment by any Lender must be made in
compliance with Section 14.3 hereof. Agent may treat the payee of any Note as
the owner thereof for all purposes hereof unless and until such payee complies
with Section 14.3 in the case of an assignment thereof or, in the case of any
other transfer, a written notice of the transfer is filed with Agent. Any
assignee or transferee of a Note agrees by acceptance thereof to be bound by all
the terms and provisions of the Credit Documents. Any request, authority or
consent of any Person, who at the time of making such request or giving such
authority or consent is the holder of a Note,

                                     - 110 -



shall be conclusive and binding on any subsequent holder, transferee or assignee
of such Note or of any Note or Notes issued in exchange therefor.

     14.2. PARTICIPATIONS.

          14.2.1. Permitted Participants; Effect. Any Lender may, in the
Ordinary Course of Business of such Lender and in accordance with Applicable
Law, but subject to Agent's written consent and (if no Event of Default exists),
the prior consent of Borrowers (which consent of Borrowers shall not be
unreasonably withheld or delayed) at any time sell to one or more banks or other
financial institutions (each a "Participant") a participating interest in any of
the Obligations owing to such Lender, any Revolver Commitment of such Lender or
any other interest of such Lender under any of the Credit Documents. In the
event of any such sale by a Lender of participating interests to a Participant,
such Lender's obligations under the Credit Documents shall remain unchanged,
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, such Lender shall remain the holder of any Note
for all purposes under the Credit Documents, all amounts payable by Borrowers
under this Agreement and any of the Notes shall be determined as if such Lender
had not sold such participating interests, and Borrowers and Agent shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under the Credit Documents. If a Lender sells a
participation to a Person other than an Affiliate of such Lender, then such
Lender shall give prompt written notice thereof to each Borrower and the other
Lenders.

          14.2.2. Voting Rights. Each Lender shall retain the sole right to
approve, without the consent of any Participant, any amendment, modification or
waiver of any provision of the Credit Documents other than an amendment,
modification or waiver with respect to any Revolver Loans or Revolver Commitment
in which such Participant has an interest which forgives principal, interest or
fees or reduces the stated interest rate or the stated rates at which fees are
payable with respect to any such Revolver Loan or Revolver Commitment, postpones
the Commitment Termination Date, or any date fixed for any regularly scheduled
payment of interest or fees on such Revolver Loan or Revolver Commitment, or
releases from liability Borrowers or any Guarantor or releases substantially all
of the Collateral.

          14.2.3. Benefit of Set-Off. Each Borrower agrees that each Participant
shall be deemed to have the right of set-off provided in Section 12.4 hereof in
respect of its participating interest in amounts owing under the Credit
Documents to the same extent and subject to the same requirements under this
Agreement (including Section 13.5) as if the amount of its participating
interest were owing directly to it as a Lender under the Credit Documents,
provided that each Lender shall retain the right of set-off provided in Section
12.4 hereof with respect to the amount of participating interests sold to each
Participant. Lenders agree to share with each Participant, and each Participant
by exercising the right of set-off provided in Section 12.4 agrees to share with
each Lender, any amount received pursuant to the exercise of its right of
set-off, such amounts to be shared in accordance with Section 13.5 hereof as if
each Participant were a Lender.

     14.3. ASSIGNMENTS.

          14.3.1. Permitted Assignments. Subject to its compliance with Section
14.3.2, a Lender may, in accordance with Applicable Law, at any time assign to
any Eligible Assignee all or any part of its rights and obligations under the
Credit Documents, so long as (i) each assignment is of a constant, and not a
varying, ratable percentage of all of the transferor Lender's rights and
obligations under the Credit Documents with respect to the Revolver Loans and
the LC Obligations and, in the case of a partial assignment, is in a minimum
principal amount of $2,500,000 or integral multiples of $1,000,000 in excess of
that amount; (ii) except in the case of an assignment in whole of a Lender's
rights and obligations under the Credit Documents or an

                                     - 111 -



assignment by one original signatory to this Agreement to another such
signatory, immediately after giving effect to any assignment, the aggregate
amount of the Revolver Commitments retained by the transferor Lender shall in no
event be less than $10,000,000; (iii) the parties to each such assignment shall
execute and deliver to Agent, for its acceptance and recording, an Assignment
and Acceptance. Nothing contained herein shall limit in any way the right of a
Lender to assign any or all or any portion of the Obligations owing to it to any
Federal Reserve Bank or the United States Treasury as collateral security
pursuant to Regulation A of the Board of Governors and any Operating Circular
issued by such Federal Reserve Bank, provided that any payment made by Borrowers
in respect of such assigned Revolver Loans in accordance with the terms of this
Agreement shall satisfy each Borrower's obligations hereunder in respect of such
assigned Revolver Loans to the extent of such payment, and no such assignment
shall release the assigning Lender from its obligations hereunder.

          14.3.2. Effect; Effective Date. Upon (i) delivery to Agent of a notice
of assignment substantially in the form attached as Exhibit H hereto at least 2
Business Days prior to the proposed assignment, together with any consents
required by Section 14.3.1, and (ii) payment of a $4,000 fee to the Agent for
processing any assignment to an Eligible Assignee that is not an Affiliate of
the transferor Lender, such assignment shall become effective on the effective
date specified in such notice of assignment (provided that such fee shall not be
payable with respect to any assignment by a transferor Lender party hereto on
the date of this Agreement if, after giving effect to such assignment, the
amount of the Revolver Commitment retained by such transferor Lender is at least
$25,000,000). On and after the effective date of such assignment, such Eligible
Assignee shall for all purposes be a Lender party to this Agreement and any
other Credit Document executed by the Lenders and shall have all the rights and
obligations of the Lender under the Credit Documents to the same extent as if it
were an original party thereto, and no further consent or action by Borrowers,
Lenders or Agent shall be required to release the transferor Lender with respect
to the Revolver Commitment (or portion thereof) of such Lender and Obligations
assigned to such Eligible Assignee. Upon the consummation of any assignment to
an Eligible Assignee pursuant to this Section 14.3.2, the transferor Lender,
Agent and Borrowers shall make appropriate arrangements so that replacement
Notes are issued to such transferor Lender and new Notes or, as appropriate,
replacement Notes, are issued to such Eligible Assignee, in each case in
principal amounts reflecting their respective Revolver Commitments, as adjusted
pursuant to such assignment.

          14.3.3. Dissemination of Information. Each Borrower authorizes each
Lender and Agent to disclose to any Participant, any Eligible Assignee or any
other Person acquiring an interest in the Credit Documents by operation of law
(each a "Transferee"), and any prospective Transferee, any and all information
in Agent's or such Lender's possession concerning such Borrower, the
Subsidiaries of such Borrower or the Collateral, subject to confidentiality
undertakings on the part of such Transferee identical in substance to Section
15.15.

     14.4. Tax Treatment. If any interest in any Credit Document is transferred
to any Transferee that is organized under the laws of any jurisdiction other
than the United States or any State thereof, the transferor Lender shall cause
such Transferee, concurrently with the effectiveness of such transfer, to comply
with the provisions of Sections 5.10 and 5.11 hereof. No Transferee shall be
entitled to receive any greater payment under Section 5.10 than the transferor
Lender would have been entitled to receive as of such date.

SECTION 15. MISCELLANEOUS

     15.1. Power of Attorney. Each Borrower hereby irrevocably designates,
makes, constitutes and appoints Agent (and all Persons designated by Agent,
including Agent) as such Borrower's true and lawful

                                     - 112 -



attorney (and agent-in-fact) and Agent, or Agent's designee, may, without notice
to such Borrower and in either such Borrower's or Agent's name, but at the cost
and expense of such Borrower:

          15.1.1. At such time or times as Agent or said designee, in its sole
discretion, may determine, endorse such Borrower's name on any Payment Item or
proceeds of Collateral which come into the possession of Agent or under Agent's
control.

          15.1.2. At such time or times upon or after the occurrence of an Event
of Default as Agent or its designee in its sole discretion may determine: (i)
demand payment of the Accounts from the Account Debtors, enforce payment of the
Accounts by legal proceedings or otherwise, and generally exercise all of such
Borrower's rights and remedies with respect to the collection of the Accounts;
(ii) settle, adjust, compromise, discharge or release any of the Accounts or
other Collateral or any legal proceedings brought to collect any of the Accounts
or other Collateral; (iii) sell or assign any of the Accounts and other
Collateral upon such terms, for such amounts and at such time or times as Agent
deems advisable; (iv) take control, in any manner, of any item of payment or
proceeds relating to Collateral; (v) prepare, file and sign such Borrower's name
to a proof of claim in bankruptcy or similar document against any Account Debtor
or to any notice of lien, assignment or satisfaction of Lien or similar document
in connection with any of Collateral; (vi) receive, open and dispose of all mail
addressed to such Borrower and to notify postal authorities to change the
address for delivery thereof to such address as Agent may designate; (vii)
endorse the name of such Borrower upon any of the items of payment or proceeds
relating to Collateral and deposit the same to the account of Agent on account
of the Obligations; (viii) endorse the name of such Borrower upon any chattel
paper, document, instrument, invoice, freight bill, bill of lading or similar
document or agreement relating to any Accounts or Inventory of any Obligor and
any other Collateral; (ix) use such Borrower's stationery and sign the name of
such Borrower to verifications of the Accounts and notices thereof to Account
Debtors; (x) use the information recorded on or contained in any data processing
equipment and computer hardware and software relating to the Accounts,
Inventory, Equipment and any other Collateral; (xi) make and adjust claims under
policies of insurance; and (xii) do all other acts and things necessary, in
Agent's determination, to fulfill such Borrower's obligations under this
Agreement.

     15.2. General Indemnity. Each Borrower hereby agrees to indemnify and
defend the Indemnitees and to hold the Indemnitees harmless from and against any
Indemnified Claim ever suffered or incurred by any of the Indemnitees arising
out of or related to this Agreement or any of the other Credit Documents, the
performance by Agent or Lenders of their respective duties or the exercise of
any of their respective rights or remedies hereunder, or the result of such
Borrower's failure to observe, perform or discharge any of its duties hereunder.
Each Borrower shall also indemnify and defend the Indemnitees against and save
the Indemnitees harmless from all Indemnified Claims of any Person arising out
of, related to or with respect to any of the transactions entered into pursuant
to this Agreement or any of the other Credit Documents or Agent's Lien upon any
Collateral. Without limiting the generality of the foregoing, this indemnity
shall extend to any Environmental Damages and other Indemnified Claims asserted
against or incurred (whether before or after the release, satisfaction or
extinguishment of any Mortgage or Mortgages) by any of the Indemnitees
(including Agent or any Lender as mortgagee-in-possession or
successor-in-interest to any Obligor as owner of any of the Real Estate by
virtue of a foreclosure or acceptance of deed-in-lieu of foreclosure) by any
Person under any Environmental Laws or similar laws by reason of each Borrower's
or any other Person's violation or non-compliance, or alleged violation or
non-compliance, with any Environmental Laws, or any unauthorized release of any
Regulated Substances or any Contamination on, in, under, affecting, migrating or
threatening to migrate to or from all or any portions of the Real Estate.
Additionally, if any Taxes other than (i) Non-Excluded Taxes, the payment of
which shall be controlled by Section 5.10 and (ii) the Taxes described in
clauses (i), (ii) and (iii) of the first sentence of Section 5.10.1 (but
excluding any stamp, documentary,

                                     - 113 -



recording or similar taxes) shall now or at any time or times hereafter be
payable by either of Agent, any Lender or any Obligor on account of the
execution or delivery of this Agreement, or the execution, delivery, issuance or
recording of any of the other Credit Documents or any amendment thereto, or the
creation or repayment of any of the Obligations hereunder, by reason of any
Applicable Law now or hereafter in effect, each Borrower will pay (or will
promptly reimburse Agent and Lenders for the payment of) all such Taxes,
including any interest and penalties thereon, and will indemnify and hold
Indemnitees harmless from and against all liability in connection therewith. The
foregoing indemnities are in addition to and not in lieu of any other
indemnities contained in any of the other Credit Documents, but shall not apply
to Indemnified Claims incurred by any of the Indemnitees as a direct and
proximate result of their own gross negligence or willful misconduct.

     15.3. Survival of All Indemnities. Notwithstanding anything to the contrary
in this Agreement or any of the other Credit Documents, the obligation of
Borrowers and each Lender with respect to each indemnity given by it in this
Agreement, whether given by each Borrower to Agent Indemnitees, or Lender
Indemnitees or Wachovia Indemnitees or by any Lender to any Agent Indemnitees or
Wachovia Indemnitees, shall survive the payment in full of the Obligations and
the termination of any of the Revolver Commitments.

     15.4. Modification of Agreement. This Agreement may not be modified,
altered or amended, except by an agreement in writing signed by each Borrower,
Agent and Lenders; provided, however, that no consent, written or otherwise, of
Borrowers shall be necessary or required in connection with any amendment of any
of the provisions of Section 13 (other than Section 13.7) or any other provision
of this Agreement that affects only the rights, duties and responsibilities of
Lenders and Agent as among themselves so long as no such amendment imposes any
additional obligations on Borrowers.

     15.5. Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
Applicable Law, but if any provision of this Agreement shall be prohibited by or
invalid under Applicable Law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

     15.6. English Language. The parties hereto acknowledge that they have
requested and are satisfied that the Credit Documents as well as all notices,
actions and legal proceedings, be drawn up in the English language.

     15.7. Cumulative Effect; Conflict of Terms. To the fullest extent permitted
by Applicable Law, the provisions of the Other Agreements and the Security
Documents are hereby made cumulative with the provisions of this Agreement.
Except as otherwise provided in any of the other Credit Documents by specific
reference to the applicable provision of this Agreement, if any provision
contained in this Agreement is in direct conflict with, or inconsistent with,
any provision in any of the other Credit Documents, the provision contained in
this Agreement shall govern and control.

     15.8. Execution in Counterparts. Execution in Counterparts. This Agreement
and any amendments hereto may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which
counterparts taken together shall constitute but one and the same instrument.

                                     - 114 -



     15.9. Notice. All notices, requests and demands to or upon a party hereto
shall be in writing and shall be sent by certified or registered mail, return
receipt requested, personal delivery against receipt or by telecopier or other
facsimile transmission and shall be deemed to have been validly served, given or
delivered when delivered against receipt or, in the case of facsimile
transmission, when received (if on a Domestic Business Day and, if not received
on a Domestic Business Day, then on the next Domestic Business Day after
receipt) at the office where the noticed party's telecopier is located, in each
case addressed to the noticed party at the address shown for such party on the
signature page hereof or, in the case of a Person who becomes a Lender after the
date hereof, at the address shown on the Assignment and Acceptance by which such
Person became a Lender. Notwithstanding the foregoing, no notice to or upon
Agent pursuant to Sections 2.1.6, 2.3, 3.1, 4.1 or 6.2.2 shall be effective
until actually received by the Asset Based Lending Group of Agent in Charlotte,
North Carolina. Any written notice, request or demand that is not sent in
conformity with the provisions hereof shall nevertheless be effective on the
date that such notice, request or demand is actually received by the individual
to whose attention at the noticed party such notice, request or demand is
required to be sent. In no event, however, shall any notice given to Agent be
deemed to constitute notice to Agent, or vice versa.

     15.10. Performance of Borrowers' Obligations. If an Event of Default exists
by virtue of the failure of a Borrower to discharge any covenant, duty or
obligation hereunder or under any of the other Credit Documents, Agent may, in
its sole discretion at any time or from time to time, for such Borrower's
account and at such Borrower's expense, pay any amount or do any act required of
such Borrower hereunder or under any of the other Credit Documents or otherwise
lawfully requested by Agent to (i) enforce any of the Credit Documents or
collect any of the Obligations, (ii) preserve, protect, insure or maintain or
realize upon any of the Collateral, or (iii) preserve, defend, protect or
maintain the validity or priority of Agent's Liens upon any of the Collateral,
including the payment of any judgment against such Borrower, any insurance
premium, any warehouse charge, any finishing or processing charge, any landlord
claim, any other Lien upon or with respect to any of the Collateral (whether or
not a Permitted Lien). All payments that Agent may make under this Section and
all out-of-pocket costs and expenses (including Extraordinary Expenses) that
Agent pays or incurs in connection with any action taken by it hereunder shall
be reimbursed to Agent by Borrowers on demand, with interest from the date such
payment is made or such costs or expenses are incurred to the date of payment
thereof at the Default Rates applicable for Revolver Loans that are Base Rate
Loans. Any payment made or other action taken by Agent under this Section shall
be without prejudice to any right to assert, and without waiver of, any Event of
Default hereunder and without prejudice to any right of Agent to proceed
thereafter as provided herein or in any of the other Credit Documents.

     15.11. Agent's, Required Lenders' or Supermajority Lenders' Consent.
Whenever any Lender Group Member's consent is required to be obtained under this
Agreement or any of the other Credit Documents as a condition to any action,
inaction, condition or event, such Lender Group Member shall be authorized to
give or withhold its consent in its sole and absolute discretion and to
condition its consent upon the giving of additional collateral security for the
Obligations, the payment of money or any other matter.

     15.12. Credit Inquiries. Each Borrower hereby authorizes and permits Agent
and Lenders (but Agent and Lenders shall have no obligation) to respond to usual
and customary credit inquiries from third parties concerning such Borrower or
any of its Subsidiaries.

     15.13. Time of Essence. Time is of the essence of this Agreement, the Other
Agreements and the Security Documents.

                                     - 115 -



     15.14. Entire Agreement; Exhibits and Schedules. This Agreement and the
other Credit Documents, together with all other instruments, agreements and
certificates executed by the parties in connection therewith or with reference
thereto, embody the entire understanding and agreement between the parties
hereto and thereto with respect to the subject matter hereof and thereof and
supersede all prior agreements, understandings and inducements, whether express
or implied, oral or written. Each of the Exhibits and each of the Schedules
attached hereto are incorporated into this Agreement and by this reference made
a part hereof.

     15.15. Interpretation. No provision of this Agreement or any of the other
Credit Documents shall be construed against or interpreted to the disadvantage
of any party hereto by any court or other governmental or judicial authority by
reason of such party having or being deemed to have structured or dictated such
provision.

     15.16. Confidentiality. Each Lender Group Member agrees to exercise
reasonable efforts (and, in any event, with at least the same degree of care as
it ordinarily exercises with respect to confidential information of its other
customers) to keep any confidential information delivered or made available by a
Borrower to it, including information obtained by it as a result of a visit or
investigation pursuant to Section 10.1.1 hereof, confidential from any Person
other than individuals employed or retained by it who are or are expected to
become engaged in evaluating, approving, structuring, administering or otherwise
giving professional advice with respect to any of the Revolver Loans or
Collateral; provided, however, that nothing herein shall prevent a Lender Group
Member from disclosing such confidential information (i) to any party to this
Agreement from time to time or any Participant so long as such Participant has
agreed in writing to be bound by the provisions of this Section; (ii) pursuant
the order of any court or administrative agency, (iii) upon the request or
demand of any regulatory agency or authority having jurisdiction over either of
Agent or such Lender, (iv) which has been publicly disclosed other than by an
act or omission of Agent or any Lender except as permitted herein, (v) to the
extent reasonably required in connection with any litigation (with respect to
any of the Credit Documents or any of the transactions contemplated thereby) to
which any Lender Group Member or its Affiliates may be a party, (vi) to the
extent reasonably required in connection with the exercise of any remedies
hereunder, (vii) to any Agent Professionals or any Lender's legal counsel and
independent auditors, (viii) to any actual or proposed Participant, Assignee or
other Transferee of all or part of a Lender's rights hereunder so long as such
Participant or Transferee has agreed in writing to be bound by the provisions of
this Section, (ix) to the National Association of Insurance Commissioners or any
similar organization or to any nationally recognized rating agency that requires
access to information about a Lender's portfolio in connection with ratings
issued with respect to such Lender, or (x) with the consent of each Borrower.

     15.17. Obligations of Lenders Several. The obligations of each Lender
hereunder are several, and no Lender shall be responsible for the obligations or
Revolver Commitment of any other Lender. Nothing contained in this Agreement and
no action taken by Lenders pursuant hereto shall be deemed to constitute the
Lenders to be a partnership, association, joint venture or any other kind of
entity. The amounts payable at any time hereunder to each Lender shall be a
separate and independent debt, and each Lender shall be entitled, to the extent
not otherwise restricted hereunder, to protect and enforce its rights arising
out of this Agreement and any of the other Credit Documents and it shall not be
necessary for either of Agent or any other Lender to be joined as an additional
party in any proceeding for such purpose.

                                     - 116 -



     15.18. Advertising and Publicity. With the prior consent of each Borrower
(which shall not be unreasonably withheld or delayed), Agent, on behalf of
Lenders, may issue and disseminate to the public (by advertisement or otherwise)
information describing the credit accommodations made available by Lenders
pursuant to this Agreement, including the name and address of each Borrower, the
amount and security for the credit accommodations and the general nature of each
Borrower's business, provided that detail regarding terms (such as interest
rate) may be provided only to industry publications, such as the "LPC Gold
Sheets."

     15.19. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York (without giving effect to the
conflict of laws principles thereof, other than Section 5-1401 of the New York
General Obligations Law); provided, however, that if any of Collateral shall be
located in any jurisdiction other than New York, the laws of such jurisdiction
shall govern the method, manner and procedure for foreclosure of Agent's Lien
upon Collateral and the enforcement of Agent's other remedies of Collateral to
the extent that the laws of such jurisdiction are different from or inconsistent
with the laws of the State of New York. Notwithstanding the foregoing provision
for the notice and sale of Collateral under the law of the situs, it is the
parties' intention that New York law control the obligations of each Borrower
under the Credit Documents and the enforcement of the same such that, for
example, each Borrower agrees and acknowledges that pursuant to New York law
they shall be liable for a deficiency judgment notwithstanding the sale of real
Property collateral under a power of sale and further that Lenders or Agent may,
at their election, seek a money judgment under the Credit Documents without
first exhausting all Collateral securing the Obligations thereunder.

     15.20. SPECIFIC WAIVERS.

          15.20.1. Each Borrower waives (i) the right to trial by jury (which
each Agent and each Lender hereby also waives) in any action, suit, proceeding
or counterclaim of any kind arising out of or related to any of the Credit
Documents, the Obligations or the Collateral; (ii) presentment, demand and
protest and notice of presentment, protest, default, non payment, maturity,
release, compromise, settlement, extension or renewal of any or all commercial
paper, accounts, contract rights, documents, instruments, chattel paper and
guaranties at any time held by Agent on which such Borrower may in any way be
liable and hereby ratifies and confirms whatever Agent may do in this regard;
(iii) notice prior to taking possession or control of the Collateral or any bond
or security which might be required by any court prior to allowing Agent to
exercise any of such Agent's remedies; (iv) the benefit of all valuation,
appraisement and exemption laws; and (v) notice of acceptance hereof. Each
Borrower acknowledges that the foregoing waivers are a material inducement to
each Agent's and each Lender's entering into this Agreement and that Agent and
Lenders are relying upon the foregoing waivers in its future dealings with such
Borrower. Each Borrower warrants and represents that it has reviewed the
foregoing waivers with its legal counsel and has knowingly and voluntarily
waived its jury trial rights following consultation with legal counsel. In the
event of litigation, this Agreement may be filed as a written consent to a trial
by the Court.

          15.20.2. The parties to this Agreement expressly waive and agree to
forego any right under Applicable Law to recover punitive, exemplary, loss
profits, consequential or similar damages in any arbitration, action, suit or
other proceeding involving a controversy or claim arising out of or relating to
any of the Credit Documents or any of the transactions contemplated thereby.

                                     - 117 -



          15.20.3. Each Borrower waives any and all rights and defenses such
Borrower may have because any of the Obligations are secured by real Property.
This means, among other things: (i) Agent and Lenders may collect from such
Borrower without first resorting to any Collateral, and (ii) if the Agent
forecloses on any Collateral constituting real Property, (a) the amount of the
Obligations may be reduced only by the price for which such Collateral is sold
at the foreclosure sale, even if such Collateral is worth more than the sale
price, and (b) Agent and Lenders may collect from such Borrower even if the
Agent, by foreclosing on such real Property, have extinguished any right each
Borrower may have to collect from the other such Borrower.

[Remainder of page intentionally left blank; signatures begin on following page]

                                     - 118 -



     IN WITNESS WHEREOF, this Agreement has been duly executed on the day and
year specified at the beginning of this Agreement.

                                   BORROWERS:

                                   REMINGTON ARMS COMPANY , INC.


                                   By: /s/ Thomas Millner
                                      -----------------------------------------
                                   Name:   Thomas Millner
                                        ---------------------------------------
                                   Title:  President
                                         --------------------------------------

                                   Address:
                                   870 Remington Drive
                                   Madison, North Carolina 27025
                                   Attention:  President
                                   Telecopier No.:  (336)548-7801

                                   RA FACTORS, INC.

                                   By: /s/ Mark Little
                                      -----------------------------------------
                                   Name:   Mark Little
                                        ---------------------------------------
                                   Title:  Executive Vice President
                                         --------------------------------------

                                   Address:
                                   870 Remington Drive
                                   Madison, North Carolina 27025-0700
                                   Attention:  President
                                   Telecopier No.:  (336)548-7801

                    [Signatures continued on following page]

                                     - 119 -



                                   LENDERS:

                                   WACHOVIA BANK, NATIONAL
                                   ASSOCIATION


Revolver Commitment: $50,000,000
                                   By:  /s/  Brian O' Fallon
                                        --------------------------------------
                                         Name:  Brian O' Fallon
                                         Title: Director

                                   Address:

                                   301South College Street
                                   Charlotte, North Carolina 28288
                                   Attention:   Brian O'Fallon,
                                                Director, Asset Based Lending
                                   Telecopier No.: (704) 374-2703

                                   LIBOR Lending Office:
                                   301South College Street
                                   Charlotte, North Carolina  28288
                                   Attention:  Brian O'Fallon,
                                                Director, Asset Based Lending
                                   Telecopier No.: (704) 374-2703

                    [Signatures continued on following page]

                                     - 120 -



                                   FLEET CAPITAL CORPORATION

Revolver Commitment: $50,000,000
                                   By: /s/  George D. Tongring
                                       ----------------------------------------
                                      Name:  George D. Tongring
                                      Title: S.V.P.

                                   Address:

                                   1633 Broadway, 29th Floor
                                   New York, New York  10019
                                   Attention: Account Officer - Remington
                                   Telecopier No.: (646) 366-4389

                                   with a copy to:

                                   Fleet Capital Corporation
                                   200 Glastonbury Boulevard
                                   Glastonbury, Connecticut  06033
                                   Attention:  Northeast Loan Administrator
                                   Telecopier No.:  (860) 657-7759

                                   LIBOR Lending Office:

                                   Fleet Capital Corporation
                                   200 Glastonbury Boulevard
                                   Glastonbury, Connecticut  06033
                                   Attention:  Northeast Loan Administrator
                                   Telecopier No.:  (860) 657-7759


                                     - 121 -




                                   NATIONAL CITY COMMERCIAL
                                   FINANCE, INC.

Revolver Commitment: $25,000,000

                                   By: /s/  James C. Ritchie
                                      ----------------------------------------
                                     Name:  James C. Ritchie
                                     Title: Vice President
                                          --------------------------------

                                   Address:
                                   400 National City - East Sixth Building
                                   1965 East Sixth Street
                                   Cleveland, Ohio  44114
                                   Attention:  James C. Ritchie
                                   Telecopier No.:  (216) 222-9555

                                   LIBOR Lending Office:
                                   400 National City - East Sixth Building
                                   1965 East Sixth Street
                                   Cleveland, Ohio  44114
                                   Attention:  Kate George
                                   Telecopier No.:  (216) 222-9555


                                     - 122 -



                                   EXHIBIT A-1

                              FORM OF REVOLVER NOTE          ____________, ____
                                                            [New York, New York]
U.S. $____________.___

     FOR VALUE RECEIVED, the undersigned, REMINGTON ARMS COMPANY, INC., a
Delaware corporation, and RA FACTORS, INC., a Delaware corporation
(individually, a "Borrower" and collectively, the "Borrowers"), hereby
unconditionally, and jointly and severally, promise to pay to the order of
_________________________ (herein, together with any subsequent holder hereof,
called the "Holder") the principal sum of $_______________ or such lesser sum as
may constitute Holder's Pro Rata share of the outstanding principal amount of
all Revolver Loans pursuant to the terms of the Credit Agreement (as defined
below) on the date on which such outstanding principal amounts become due and
payable pursuant to Section 5.2 of the Credit Agreement, in strict accordance
with the terms thereof. Borrowers likewise unconditionally, and jointly and
severally, promise to pay to Holder interest from and after the date hereof on
Lender's Pro Rata share of the outstanding principal amount of Revolver Loans at
such interest rates, payable at such times, and computed in such manner as are
specified in Section 3.1 of the Credit Agreement, in strict accordance with the
terms thereof.

     This Revolver Note ("Note") is issued pursuant to, and is one of the
"Revolver Notes" referred to in, the Credit Agreement dated January __, 2003 (as
the same may be amended from time to time, the "Credit Agreement"), among
Borrowers, the financial institutions from time to time parties thereto as
lenders ("Lenders"), Wachovia Bank, National Association, as Administrative and
Collateral Agent for Lenders (in such capacity, "Agent"), Fleet Capital
Corporation as Syndication Agent, and National City Commercial Finance, Inc. as
Documentation Agent, and Holder is and shall be entitled to all benefits thereof
and of all Credit Documents executed and delivered in connection therewith. All
capitalized terms used herein, unless otherwise defined herein, shall have the
meanings ascribed to such terms in the Credit Agreement.

     The repayment of the principal balance of this Note shall be made in the
manner and to the extent stated in Section 5.2 of the Credit Agreement. The
entire unpaid principal balance and all accrued interest on this Note shall be
due and payable immediately upon the Commitment Termination Date.

     All payments of principal and interest shall be made in U.S. Dollars in
immediately available funds as specified in the Credit Agreement.

     Upon or after the occurrence of an Event of Default and for so long as such
Event of Default exists, the principal balance and all accrued interest of this
Note may be declared due and payable in the manner and with the effect provided
in the Credit Agreement, and the unpaid principal balance hereof shall bear
interest at the Default Rate as and when provided in Section 3.1.5 of the Credit
Agreement. Borrowers agree to pay, and save Holder harmless against any
liability for the payment of, all costs and expenses, including, but not limited
to, reasonable attorneys' fees, if this Note is collected by or through an
attorney-at-law.

     All principal amounts of Revolver Loans made by Holder to Borrowers
pursuant to the Credit Agreement, and all accrued and unpaid interest thereon,
shall be deemed outstanding under this Note and shall continue to be owing by
Borrowers until paid in accordance with the terms of this Note and the Credit
Agreement.



     In no contingency or event whatsoever, whether by reason of advancement of
the proceeds hereof or otherwise, shall the amount paid or agreed to be paid to
Holder for the use, forbearance or detention of money advanced hereunder exceed
the highest lawful rate permissible under any law which a court of competent
jurisdiction may deem applicable hereto; and, in the event of any such payment
inadvertently paid by a Borrower or inadvertently received by Holder, such
excess sum shall be, at such Borrower's option, returned to such Borrower
forthwith or credited as a payment of principal, but shall not be applied to the
payment of interest. It is the intent hereof that Borrowers not pay or contract
to pay, and that Holder not receive or contract to receive, directly or
indirectly in any manner whatsoever, interest in excess of that which may be
paid by Borrowers under Applicable Law.

     Time is of the essence of this Note. To the fullest extent permitted by
Applicable Law, each Borrower, for itself and its legal representatives,
successors and assigns, expressly waives presentment, demand, protest, notice of
dishonor, notice of non-payment, notice of maturity, notice of protest,
presentment for the purpose of accelerating maturity, diligence in collection,
and the benefit of any exemption or insolvency laws.

     Wherever possible each provision of this Note shall be interpreted in such
a manner as to be effective and valid under Applicable Law, but if any provision
of this Note shall be prohibited or invalid under Applicable Law, such provision
shall be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or remaining provisions of this
Note. No delay or failure on the part of Holder in the exercise of any right or
remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in
any default, nor shall any single or partial exercise by Holder of any right or
remedy preclude any other right or remedy. Agent may, at its option, enforce its
rights against any Collateral securing this Note without enforcing its rights
against any Borrower, any guarantor of the indebtedness evidenced hereby or any
other property or indebtedness due or to become due to any Borrower. Each
Borrower agrees that, without releasing or impairing Borrowers' liability
hereunder, Agent or any Holder may at any time release, surrender, substitute or
exchange any Collateral securing this Note and may at any time release any party
primarily or secondarily liable for the indebtedness evidenced by this Note.

     The rights of Holder and obligations of Borrowers hereunder shall be
construed in accordance with and governed by the laws (without giving effect to
the conflict of law principles thereof other than Section 5-1401 of the New York
General Obligations Law) of the State of New York.

     IN WITNESS WHEREOF, each Borrower has caused this Note to be executed and
delivered by its duly authorized officers on the date first above written.

                                   REMINGTON ARMS COMPANY, INC.

                                   By:
                                      -----------------------------------------

                                      Title:
                                            -----------------------------------

                                   RA FACTORS, INC.

                                   By:
                                      -----------------------------------------

                                      Title:
                                            -----------------------------------

                                      - 2 -



                                   EXHIBIT A-2

                             FORM OF SETTLEMENT NOTE
                                                               __________, ____
U.S. $5,000,000.00                                          [New York, New York]

     FOR VALUE RECEIVED, the undersigned, REMINGTON ARMS COMPANY, INC., a
Delaware corporation, and RA FACTORS, INC., a Delaware corporation
(individually, a "Borrower" and collectively, the "Borrowers"), hereby
unconditionally, and jointly and severally, promise to pay to the order of
Wachovia Bank, National Association (herein, together with any subsequent holder
hereof, called "Wachovia") the principal sum of $5,000,000 or such lesser sum as
may constitute the outstanding principal amount of all Settlement Loans pursuant
to the terms of the Credit Agreement (as defined below) on the date on which
such outstanding principal amounts become due and payable pursuant to the Credit
Agreement, in strict accordance with the terms thereof. Borrowers likewise
unconditionally promise to pay to Wachovia interest from and after the date
hereof on the outstanding principal amount of Settlement Loans at such interest
rates, payable at such times, and computed in such manner as are specified in
Section 3.1 of the Credit Agreement, in strict accordance with the terms
thereof.

     This Settlement Note ("Note") is issued pursuant to, and is the "Settlement
Note" referred to in, the Credit Agreement dated January __, 2003 (as the same
may be amended from time to time, the "Credit Agreement"), among Borrowers, the
financial institutions from time to time parties thereto as lenders ("Lenders"),
Wachovia Bank, National Association, as Administrative and Collateral Agent for
Lenders (in such capacity, "Agent"), Fleet Capital Corporation as Syndication
Agent, and National City Commercial Finance, Inc. as Documentation Agent, and
Wachovia is and shall be entitled to all benefits thereof and of all Credit
Documents executed and delivered in connection therewith. All capitalized terms
used herein, unless otherwise defined herein, shall have the meanings ascribed
to such terms in the Credit Agreement.

     The repayment of the principal balance of this Note shall be made in the
manner and to the extent stated in Section 5.2 of the Credit Agreement. The
entire unpaid principal balance and all accrued interest on this Note shall be
due and payable immediately upon the Commitment Termination Date.

     All payments of principal and interest shall be made in U.S. Dollars in
immediately available funds as specified in the Credit Agreement.

     Upon or after the occurrence of an Event of Default and for so long as such
Event of Default exists, the principal balance and all accrued interest of this
Note may be declared due and payable in the manner and with the effect provided
in the Credit Agreement, and the unpaid principal balance hereof shall bear
interest at the Default Rate as and when provided in Section 3.1.5 of the Credit
Agreement. Borrowers agree to pay, and save Wachovia harmless against any
liability for the payment of, all costs and expenses, including, but not limited
to, reasonable attorneys' fees, if this Note is collected by or through an
attorney-at-law.

     All principal amounts of Settlement Loans made by Wachovia to Borrowers
pursuant to the Credit Agreement, and all accrued and unpaid interest thereon,
shall be deemed outstanding under this Note and shall continue to be owing by
Borrowers until paid in accordance with the terms of this Note and the Credit
Agreement.

     In no contingency or event whatsoever, whether by reason of advancement of
the proceeds hereof or otherwise, shall the amount paid or agreed to be paid to
Wachovia for the use, forbearance or detention of



money advanced hereunder exceed the highest lawful rate permissible under any
law which a court of competent jurisdiction may deem applicable hereto; and, in
the event of any such payment inadvertently paid by a Borrower or inadvertently
received by Wachovia, such excess sum shall be, at such Borrower' s option,
returned to such Borrower forthwith or credited as a payment of principal, but
shall not be applied to the payment of interest. It is the intent hereof that
Borrowers not pay or contract to pay, and that Wachovia not receive or contract
to receive, directly or indirectly in any manner whatsoever, interest in excess
of that which may be paid by Borrowers under Applicable Law.

     Time is of the essence of this Note. To the fullest extent permitted by
Applicable Law, each Borrower, for itself and its legal representatives,
successors and assigns, expressly waives presentment, demand, protest, notice of
dishonor, notice of non-payment, notice of maturity, notice of protest,
presentment for the purpose of accelerating maturity, diligence in collection,
and the benefit of any exemption or insolvency laws.

     Wherever possible each provision of this Note shall be interpreted in such
a manner as to be effective and valid under Applicable Law, but if any provision
of this Note shall be prohibited or invalid under Applicable Law, such provision
shall be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or remaining provisions of this
Note. No delay or failure on the part of Wachovia in the exercise of any right
or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in
any default, nor shall any single or partial exercise by Wachovia of any right
or remedy preclude any other right or remedy. Agent may, at its option, enforce
its rights against any Collateral securing this Note without enforcing its
rights against any Borrower, any Guarantor of the indebtedness evidenced hereby
or any other property or indebtedness due or to become due to any Borrower. Each
Borrower agrees that, without releasing or impairing Borrowers' liability
hereunder, Agent or Holder may at any time release, surrender, substitute or
exchange any Collateral securing this Note and may at any time release any party
primarily or secondarily liable for the indebtedness evidenced by this Note.

     The rights of Wachovia and obligations of Borrowers hereunder shall be
construed in accordance with and governed by the laws (without giving effect to
the conflict of law principles thereof other than Section 5-1401 of the New York
General Obligations Law) of the State of New York.

     IN WITNESS WHEREOF, each Borrower has caused this Note to be executed and
delivered by its duly authorized officers on the date first above written.

                          REMINGTON ARMS COMPANY, INC.

                                   By:
                                      -----------------------------------------

                                      Title:
                                            -----------------------------------

                                   RA FACTORS, INC.

                                   By:
                                      -----------------------------------------

                                      Title:
                                            -----------------------------------

                                      - 2 -



                                    EXHIBIT B

                        FORM OF LETTER OF CREDIT REQUEST

TO:  Lenders listed in that certain Credit Agreement, dated as of January ___,
     2003 (the "Credit Agreement"), among Remington Arms Company, Inc., RA
     Factors, Inc., the Lenders listed therein and Wachovia Bank, National
     Association, as Agent ("Agent")

     Pursuant to Section 2.3.1 of the Credit Agreement, the undersigned
authorized officer of the undersigned Borrower hereby requests [a] Letter[s] of
Credit as follows:




FACE AMOUNT              DATE OF ISSUANCE       EXPIRY DATE            LETTER OF CREDIT       NAME AND
                                                                       PURPOSE                ADDRESS OF
                                                                                              BENEFICIARY
- --------------------------------------------------------------------------------------------------------------------
                                                                                  

- --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------------------------------


     The undersigned hereby certifies that the amount of the outstanding LC
Obligations prior to giving effect to any Letter of Credit requested hereby is
equal to $_____________.

     Unless otherwise defined herein, terms defined in the Credit Agreement
shall have the same meaning in this notice.

Date:    ____________________, 200___.

                                   REMINGTON ARMS COMPANY, INC.

                                   By:
                                      -----------------------------------------

                                       Name:
                                            -----------------------------------
                                       Title:
                                            -----------------------------------

                                      - 3 -



                                    EXHIBIT C

                    FORM OF NOTICE OF CONVERSION/CONTINUATION

                            Date ______________,200_

Wachovia Bank, National Association, as Agent
301 South College Street
6th Floor
Charlotte, North Carolina  28288
Attention: Brian O'Fallon
           Director, Asset Based Lending

          Re:  Credit Agreement dated January __, 2003, by and among Remington
               Arms Company, Inc., RA Factors, Inc., certain "Lenders" from time
               to time parties thereto, Wachovia Bank, National Association, as
               Administrative and Collateral Agent for such Lenders, Fleet
               Capital Corporation as Syndication Agent and National City
               Commercial Finance, Inc. as Documentation Agent (as at any time
               amended, the "Credit Agreement")

Gentlemen:

          This Notice of Conversion/Continuation is delivered to you pursuant to
Section 3.1.2 of the Credit Agreement. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings attributable thereto in
the Credit Agreement. Borrowers hereby give notice of their request as follows:

Check as applicable:

          [ ]  A conversion of Revolver Loans from one Type to another, as
follows:

               (i)   The requested date of the proposed conversion is
                     ______________, ____ (the "Conversion Date");

               (ii)  The Type of Revolver Loans to be converted pursuant hereto
                     are presently __________________ [select either Euro-Dollar
                     Loans or Base Rate Loans] in the principal amount of
                     $_____________ outstanding as of the Conversion Date;

               (iii) The portion of the aforesaid Revolver Loans to be converted
                     on the Conversion Date is $_____________ (the "Conversion
                     Amount");

               (iv)  The Conversion Amount is to be converted into a ___________
                     [select either a Euro-Dollar Loan or a Base Rate Loan] (the
                     "Converted Loan") on the Conversion Date.

               (v)   [In the event Borrowers select a Euro-Dollar Loan:]
                     Borrowers hereby request that the Interest Period for such
                     Converted Loan be for a duration of _____ [insert length of
                     Interest Period].



          [ ]  A continuation of Revolver Loans which are Euro-Dollar Loans for
a new Interest Period, as follows:

               (i)   The requested date of the proposed continuation is
                     _______________, _____ (the "Continuation Date");

               (ii)  The aggregate amount of such Euro-Dollar Loans subject to
                     such continuation is $__________________;

               (iii) The duration of the selected Interest Period for such
                     Euro-Dollar Loans which are the subject of such
                     continuation is: _____________ [select duration of
                     applicable Interest Period];

     Each Borrower hereby ratifies and reaffirms all of its liabilities and
obligations under the Credit Documents and certifies that no Default or Event of
Default exists on the date hereof.

     Borrowers have caused this Notice of Conversion/Continuation to be executed
and delivered by their duly authorized representatives, this _______ day of
______________, 200_.

                                   REMINGTON ARMS COMPANY, INC.

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

                                   RA FACTORS, INC.

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

                                      - 2 -



                                    EXHIBIT D

                           FORM OF NOTICE OF BORROWING

                             Date ____________, 200_

Wachovia Bank, National Association, as Agent
301 South College Street
6th Floor
Charlotte, North Carolina  28288
Attention: Brian O'Fallon
           Director, Asset Based Lending

          Re:  Credit Agreement dated January __, 2003, by and among Remington
               Arms Company, Inc., RA Factors, Inc., certain "Lenders" from time
               to time parties thereto, Wachovia Bank, National Association, as
               Administrative and Collateral Agent for such Lenders, Fleet
               Capital Corporation as Syndication Agent and National City
               Commercial Finance, Inc. as Documentation Agent(as at any time
               amended, the "Credit Agreement")

Gentlemen:

          This Notice of Borrowing is delivered to you pursuant to Section 4.1.1
of the Credit Agreement. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings attributable thereto in the Credit Agreement.
Borrowers hereby request a Revolver Loan in the aggregate principal amount of
$______________, to be made on _____________, 200 _, to be disbursed to the
Funding Account, and to consist of:

          Check as applicable:

               [ ]   Base Rate Loans in the aggregate principal amount of
                     $_____________

               [ ]   Euro-Dollar Loans in the aggregate principal amount of
                     $___________, with Interest Periods as follows:

                    (i)   As to $_____________, an Interest Period of ______
                          month(s);

                    (ii)  As to $_____________, an Interest Period of ______
                          months;

                    (iii) As to $_____________, an Interest Period of ______
                          months.



     Each Borrower hereby ratifies and reaffirms all of its liabilities and
obligations under the Credit Documents and hereby certifies that no Default or
Event of Default exists on the date hereof.

     Borrower have caused this Notice of Borrowing to be executed and delivered
by their duly authorized representative, this ______ day of _____________, 200_.


                                   REMINGTON ARMS COMPANY, INC.

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

                                   RA FACTORS, INC.

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

                                      - 2 -



                                    EXHIBIT E

                         FORM OF COMPLIANCE CERTIFICATE

                            [Letterhead of Remington]

                           Date: _____________, 200__

Wachovia Bank, National Association, as Agent
301 South College Street
6th Floor
Charlotte, North Carolina  28288
Attention: Brian O'Fallon
           Director, Asset Based Lending

     Reference is hereby made to the Credit Agreement dated January __, 2003, by
and among Remington Arms Company, Inc. and RA Factors, Inc. (collectively,
"Borrowers"), certain "Lenders" from time to time parties thereto, Wachovia
Bank, National Association, as Administrative and Collateral Agent for such
Lenders, Fleet Capital Corporation, as Syndication Agent, and National City
Commercial Finance, Inc., as Documentation Agent (as at any time amended, the
"Credit Agreement"). Capitalized terms used in this Compliance Certificate,
unless otherwise defined herein, shall have the meanings ascribed to them in the
Credit Agreement.

     Pursuant to Section 10.1.3 of the Credit Agreement, the undersigned, the
chief financial officer of each Borrower, hereby certifies to the Agent and the
Lenders that (1) the information contained in the Compliance Checklist attached
hereto is true, accurate and complete in all material respects as of __________,
200__, and (2), except as expressly stated in the Compliance Certificate
attached hereto: (a) no Default or Event of Default is in existence on and as of
the date hereof, (b) as of the date hereof, Borrowers are current in their
payment of all accrued rent and other charges to Persons who own or lease any
premises where any of the Collateral is located or who provide processing or
logistics services with respect to any of the Collateral at any location, and
there are no pending disputes or claims regarding any Borrower's failure to pay
or delay in payment of any such rent or other charges, and (c) as of the date
hereof, each Borrower and each of its Subsidiaries has filed all federal, state,
municipal, local, and foreign tax returns and other reports it is required by
law to file and has paid, all Taxes upon it, its income and Properties
(including all federal excise taxes), prior to the date on which such Taxes
became delinquent, in each case except to the extent that such Taxes are being
Properly Contested and except where the same could not reasonably be expected to
have a Material Adverse Effect.

                                   REMINGTON ARMS COMPANY, INC.

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

                                   RA FACTORS, INC.

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



                          REMINGTON ARMS COMPANY, INC.
                              COMPLIANCE CHECKLIST

                                      - 2 -


                                    EXHIBIT G

                        FORM OF ASSIGNMENT AND ACCEPTANCE

                            Dated as of ______, 200_

     Reference is made to the Credit Agreement dated January __, 2003 (at any
time amended, the "Credit Agreement"), among REMINGTON ARMS COMPANY, INC., a
Delaware corporation and RA FACTORS, INC., a Delaware corporation (hereinafter
referred to individually as "Borrower" and collectively as "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"),
FLEET CAPITAL CORPORATION , in its capacity as Syndication Agent, and NATIONAL
CITY COMMERCIAL FINANCE, INC., in its capacity as Documentation Agent.
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Credit Agreement.

     ____________________________ (the "Assignor") and
________________________________ (the "Assignee") agree as follows:

     1.   (A) Assignor hereby assigns to Assignee and Assignee hereby purchases
and assumes from Assignor (i) a principal amount of $________ of the outstanding
Settlement Loans held by Assignor (which amounts, according to the records of
Agent, represent _______% of the total principal amount of outstanding Revolver
Loans) and (ii) a principal amount of $__________ of Assignor's Revolver
Commitment (which amount includes Assignor's outstanding Revolver Loans being
assigned to Assignee pursuant to clause (i) above and which, according to the
records of Agent, represents ____% of the total Revolver Commitments of Lenders
under the Credit Agreement) (the "Assigned Interests"), together with an
interest in the Credit Documents corresponding to the Assigned Interest. This
Agreement shall be effective from the date (the "Assignment Effective Date") on
which Assignor receives both (x) the principal amount of the Assigned Interest
in the Revolver Loans on the Assignment Effective Date, if any, and (y) a copy
of this Agreement duly executed by Assignee. From and after the Assignment
Effective Date, Assignee hereby expressly assumes, and undertakes to perform,
all of Assignor's obligations in respect of Assignor's Revolver Commitments to
the extent, and only to the extent, of Assignee's Assigned Interest, and all
principal, interest, fees and other amounts which would otherwise be payable to
or for Assignor's account in respect of the Assigned Interest shall be payable
to or for Assignee's account, to the extent such amounts have accrued subsequent
to the Assignment Effective Date.

     2.   Assignor (i) represents that as of the date hereof, the aggregate of
its Revolver Commitment under the Credit Agreement (without giving effect to
assignments thereof, which have not yet become effective) is $__________, and
the outstanding balance of its Revolver Loans (unreduced by any assignments
thereof, which have not yet become effective) is $__________; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Agreement or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or any other
instrument or document furnished pursuant thereto, other than that Assignor is
the legal and beneficial owner of the interest being assigned by it hereunder
and that such interest is free and clear of any adverse claim; (iii) makes no
representation or warranty and assumes no responsibility



with respect to the financial condition of any Borrower, the performance or
observance by any Borrower of any of its obligations under the Credit Agreement
or any of the Credit Documents; and (iv) attaches the Notes held by it and
requests that Agent exchange such Notes for new Notes payable to Assignee and
the Assignor in the principal amounts set forth on Schedule A hereto.

     3.   Assignee (i) represents and warrants that it is legally authorized to
enter into this Assignment and Acceptance; (ii) confirms that it has received a
copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to the terms thereof, and copies of such other
Credit Documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance; (iii)
agrees that it shall, independently and without reliance upon Assignor and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Credit Agreement; (iv) confirms that it is eligible to become an Assignee;
(v) appoints and authorizes Agent to take such action as Agent on its behalf and
to exercise such powers under the Credit Documents as are delegated to Agent, by
the terms thereof, together with such powers as are incidental thereto; (vi)
agrees that it will strictly observe and perform all the obligations that are
required to be performed by it as a "Lender" under the terms of the Credit
Agreement and the other Credit Documents; and (vii) agrees that it will keep
confidential all information with respect to each Borrower furnished to it by
any Borrower or the Assignor to the extent provided in the Credit Agreement.

     4.   Assignor acknowledges and agrees that it will not sell or otherwise
dispose of the Assigned Interests or any portion thereof, or grant any
participation therein, in a manner which, or take any action in connection
therewith which, would violate the terms of any of the Credit Documents.

     5.   This Agreement and all rights and obligations shall be interpreted in
accordance with and governed by 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:

                                      - 2 -



     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.

                                   ("Assignor")

                                   By:
                                      -----------------------------------------

                                      Title:
                                            -----------------------------------

                                   ("Assignee")

                                   By:
                                      -----------------------------------------

                                      Title:
                                            -----------------------------------

                                      - 3 -



                     SCHEDULE A TO ASSIGNMENT AND ACCEPTANCE

                                       -4-



                                    EXHIBIT H

                                 FORM OF NOTICE

     Reference is made to (i) the Credit Agreement dated January __, 2003 (at
any time amended, the "Credit Agreement"), among REMINGTON ARMS COMPANY, INC., a
Delaware corporation and RA FACTORS, INC., a Delaware corporation (hereinafter
referred to individually as "Borrower" and collectively as "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"),
FLEET CAPITAL CORPORATION, in its capacity as Syndication Agent, and NATIONAL
CITY COMMERCIAL FINANCE, 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), together with an interest in the Credit Documents
corresponding to the interest in the Revolver Loans and Revolver Commitments so
assigned. Pursuant to the Assignment Agreement, Assignee has expressly assumed
all of Assignor's obligations under the Credit Agreement to the extent of the
Assigned Interest (as defined in the Assignment Agreement).

     For purposes of the Credit Agreement, Agent shall deem Assignor's share of
the Revolver Commitment to be reduced by $_________, and Assignee's share of the
Revolver Commitment to be increased by $_________.

     The address of the Assignee to which notices, information and payments are
to be sent under the terms of the Credit Agreement is:

                                ______________________________

                                ______________________________

                                ______________________________

                                ______________________________

     Assignees LIBOR Lending Office address is as follows:

                                ______________________________

                                ______________________________

                                ______________________________

                                ______________________________



     This Notice is being delivered to Borrowers and Agent pursuant to the
Credit Agreement. Please acknowledge your receipt of this Notice by executing
and returning to Assignee and Assignor a copy of this Notice.

     IN WITNESS WHEREOF, the undersigned have caused the execution of this
Notice, as of _________________, 200_.

                                   ("Assignor")
                                   By:
                                      -----------------------------------------
                                      Title:
                                            -----------------------------------

                                   ("Assignee")

                                   By:
                                      -----------------------------------------

                                      Title:
                                            -----------------------------------

ACKNOWLEDGED AND AGREED TO
AS OF THE DATE SET FORTH ABOVE:

BORROWERS:

REMINGTON ARMS COMPANY, INC.

By:
   --------------------------------------

   Title:
         --------------------------------

RA FACTORS, INC.

By:
   --------------------------------------

   Title:
         --------------------------------

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Agent

By:
   --------------------------------------

   Title:
         --------------------------------

                                      - 2 -



                                    EXHIBIT I

                     FORM OF U.S. TAX COMPLIANCE CERTIFICATE

     Reference is made to the Loan(s) held by the undersigned pursuant to the
Credit Agreement (as amended, supplemented, waived or otherwise modified from
time to time, the "Credit Agreement"), made on January 24, 2003, by and among
Remington Arms Company, Inc., a Delaware corporation ("Remington"), RA Factors,
Inc. a Delaware corporation (together with Remington, the "Borrowers"), the
various financial institutions from time to time parties thereto (the
"Lenders"), Wachovia Bank, National Association, a national banking association
in its capacity as administrative and collateral agent for the Lenders (the
"Agent"), Fleet Capital Corporation, a Rhode Island corporation in its capacity
as syndication agent and National City Commercial Finance, Inc., an Ohio
corporation in its capacity as documentation agent. The undersigned hereby
certifies under penalties of perjury that:

     (1)  The undersigned is the sole record and beneficial owner of the Loan(s)
          (as well as any Note(s) evidencing such Loan(s)) registered in its
          name;

     (2)  The income from the Loan(s) held by the undersigned is not effectively
          connected with the conduct of a trade or business within the United
          States;

     (3)  The undersigned is not a bank (as such term is used in Section
          881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the
          "Code")), is not subject to regulatory or other legal requirements as
          a bank in any jurisdiction, and has not been treated as a bank for
          purposes of any tax, securities law or other filing or submission made
          to any governmental authority, any application made to a rating agency
          or any qualification for any exemption from any tax, securities law or
          other legal requirements;

     (4)  The undersigned is not a 10-percent shareholder of the Borrowers
          within the meaning of Section 871(h)(3)(B) of the Code; and

     (5)  The undersigned is not a controlled foreign corporation receiving
          interest from a related person within the meaning of Section
          881(c)(3)(C) of the Code.

          The undersigned has furnished you with a certificate of its non-U.S.
     person status on Internal Revenue Service Form W-8BEN. By executing this
     certificate, the undersigned agrees that (1) if the information provided on
     this certificate changes, the undersigned shall so inform the Borrowers
     (for the benefit of the Borrowers and the Agent) in writing within thirty
     days of such change and (2) the undersigned shall furnish the Borrowers
     (for the benefit of the Borrowers and the Agent) a properly completed and
     currently effective certificate in either the calendar year in which
     payment is to be made by the Borrowers to the undersigned, or in either of
     the two calendar years preceding such payment.



     Unless otherwise defined herein, terms defined in the Credit Agreement and
used herein shall have the meanings given to them in the Credit Agreement.

                                   [NAME OF LENDER]

                                   By:
                                       --------------------------------

                                   [Address]

Dated:_______________

                                       2

EX-10.18

                                                                   EXHIBIT 10.18

                           BORROWER SECURITY AGREEMENT

          THIS SECURITY AGREEMENT, dated January 24, 2003, is made by REMINGTON
ARMS COMPANY, INC., a Delaware corporation ("Remington"), in favor of WACHOVIA
BANK, NATIONAL ASSOCIATION, a national banking association with an office at 301
South College Street, 6th Floor, Charlotte, North Carolina 28288, in its
capacity as administrative and collateral agent (together with its successors in
such capacities, the "Agent") for various financial institutions ("Lenders")
from time to time parties to that certain Credit Agreement dated January 24,
2003 (as the same may be amended, supplemented, waived or otherwise modified
from time to time, the "Credit Agreement"), among Remington, RA Factors, Inc.
("Factors", together with Remington, the "Borrowers"), the Agent, Fleet Capital
Corporation, in its capacity as syndication agent, National City Commercial
Finance, Inc., in its capacity as documentation agent, and the Lenders.

                              W I T N E S S E T H:

          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make Revolver Loans and provide other financial accommodations to the Borrowers
upon the terms and subject to the conditions set forth therein; and

          WHEREAS, it is a condition precedent to the obligations of the Lenders
to make Revolver Loans and provide other financial accommodations to the
Borrowers under the Credit Agreement that Remington shall have executed and
delivered this Agreement to the Agent for its benefit and the ratable benefit of
the Lenders;

          NOW, THEREFORE, in consideration of the premises and to induce the
Agent and the Lenders to enter into the Credit Agreement and to induce the
Lenders to make Revolver Loans and provide other financial accommodations to the
Borrowers thereunder, Remington hereby agrees with the Agent, for its benefit
and the ratable benefit of the Lenders, as follows:

          1.     Defined Terms.

          (a)    Unless otherwise defined herein, capitalized terms defined in
the Credit Agreement are used herein as defined therein. The following terms are
used herein as defined in the UCC from time to time: Accounts, Chattel Paper,
Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper,
Equipment, Farm Products, Financial Assets, Fixtures, General Intangibles,
Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights,
Payment Intangibles, Proceeds, Software, and Supporting Obligations. The
following terms shall have the following meanings:

                 "Agreement": this Security Agreement, as the same may be
          amended, supplemented, waived or otherwise modified from time to time.

                                        1




                 "Collateral": as defined in Section 2 of this Agreement.

                 "Computer Hardware and Software": all rights of Remington
          (including rights as licensee and lessee) with respect to (i) computer
          and other electronic data processing hardware, including all
          integrated computer systems, central processing units, memory units,
          display terminals, printers, computer elements, card readers, tape
          drives, hard and soft disc drives, cables, electrical supply hardware,
          generators, power equalizers, accessories, peripheral devices and
          other related computer hardware; (ii) all Software and all software
          programs designed for use on the computers and electronic data
          processing hardware described in clause (i) above, including all
          operating system software, utilities and application programs in any
          form (service code and object code in magnetic tape, disc or hard copy
          format or any other listings whatsoever); (iii) any firmware
          associated with any of the foregoing; (iv) any documentation for
          hardware, Software and firmware described in clauses (i), (ii) and
          (iii) above, including flow charts, logic diagrams, manuals,
          specifications, training materials, charts and pseudo codes; and all
          rights with respect thereto, including any and all licenses, options,
          warrants, service contracts, program services, test rights,
          maintenance rights, support rights, improvement rights, renewal rights
          and indemnifications, and any substitutions, replacements, additions
          or model conversions of any of the foregoing.

                 "Contracts": all contracts, agreements, instruments and
          indentures in any form, and portions thereof, to which Remington is a
          party, or under which Remington has any right, title or interest, or
          to which Remington or any property of Remington is subject, as the
          same may from time to time be amended, supplemented or otherwise
          modified, including (a) all rights of Remington to receive moneys due
          and to become due to Remington thereunder or in connection therewith,
          (b) all rights of Remington to damages arising out of, or for, breach
          or default in respect thereof and (c) all rights of Remington to
          perform and to exercise all remedies thereunder.

                 "Copyright Licenses": all United States written license
          agreements to which Remington is a party with any other Person in
          connection with any of the Copyrights or such other Person's
          copyrights, whether Remington is a licensor or a licensee under any
          such license agreement, subject, in each case, to the terms of such
          license agreements, and the right to prepare for sale, sell and
          advertise for sale, all Inventory now or hereafter covered by such
          licenses.

                 "Copyrights": all United States copyrights, whether or not the
          underlying works of authorship have been published, and whether or not
          the copyrights have been registered, copyright registrations and
          applications, and all works of authorship and other intellectual
          property rights therein, including (a) all renewals thereof, (b) all
          income, royalties, damages and other payments now and hereafter due or
          payable with respect thereto (including payments under all licenses
          entered into in connection

                                        2



          therewith, and damages and payments for past or future infringements
          thereof), (c) the right to sue for past, present and future
          infringements and misappropriations thereof, and (d) all rights
          corresponding thereto throughout the world and all other rights of any
          kind whatsoever of Remington accruing thereunder or pertaining
          thereto.

                 "Patent License": all United States written license agreements
          to which Remington is a party with any other Person in connection with
          any of the Patents or such other Person's patents, whether Remington
          is a licensor or a licensee under any such license agreement,
          including the license agreements listed in Schedule II attached hereto
          and made a part hereof, subject, in each case, to the terms of such
          license agreements, and the right to prepare for sale, sell and
          advertise for sale, all Inventory now or hereafter covered by such
          licenses.

                 "Patents": all United States patents, patent applications and
          patentable inventions, including all patents and patent applications
          identified in Schedule II attached hereto and made a part hereof, and
          including (a) all inventions and improvements described and claimed
          therein, and patentable inventions, (b) the right to sue or otherwise
          recover for any and all past, present and future infringements and
          misappropriations thereof, (c) all income, royalties, damages and
          other payments now and hereafter due or payable with respect thereto
          (including payments under all licenses entered into in connection
          therewith, and damages and payments for past or future infringements
          thereof), and (d) all rights corresponding thereto in the United
          States and all reissues, divisions, continuations,
          continuations-in-part, substitutes, renewals, and extensions thereof,
          all improvements thereon, and all other rights of any kind whatsoever
          of Remington accruing thereunder or pertaining thereto.

                 "Permitted Liens": Liens permitted pursuant to Section 10.2.5
          of the Credit Agreement or as otherwise expressly permitted to exist
          under any of the Credit Documents.

                 "Trademark License": all United States written license
          agreements to which Remington is a party with any other Person in
          connection with any of the Trademarks or such other Person's names or
          trademarks, whether Remington is a licensor or a licensee under any
          such license agreement, including the license agreements listed in
          Schedule I attached hereto and made a part hereof, subject, in each
          case, to the terms of such license agreements, and the right to
          prepare for sale, sell and advertise for sale, all Inventory now or
          hereafter covered by such licenses.

                 "Trademarks": all United States trademarks, service marks,
          trade names, trade dress or other indicia of trade origin, trademark
          and service mark registrations, and applications for trademark or
          service mark registrations (except for "intent to use" applications
          for trademark or service mark registrations filed pursuant to Section
          1(b)

                                        3



          of the Lanham Act, unless and until an Amendment to Allege Use or a
          Statement of Use under Sections 1(c) and 1(d) of said Act has been
          filed), and any renewals thereof, including each registration and
          application identified in Schedule I attached hereto and made a part
          hereof, and including (a) the right to sue or otherwise recover for
          any and all past, present and future infringements and
          misappropriations thereof, (b) all income, royalties, damages and
          other payments now and hereafter due or payable with respect thereto
          (including payments under all licenses entered into in connection
          therewith, and damages and payments for past or future infringements
          thereof), and (c) all rights corresponding thereto in the United
          States and all other rights of any kind whatsoever of Remington
          accruing thereunder or pertaining thereto, together in each case with
          the goodwill of the business connected with the use of, and symbolized
          by, each such trademark, service mark, trade name, trade dress or
          other indicia of trade origin.

                 "UCC": the Uniform Commercial Code (or any successor statute)
          as adopted and in force in the State of New York or, when the laws of
          any other state govern the method or manner of the perfection or
          enforcement of any security interest in any of the Collateral, the
          Uniform Commercial Code (or any successor statute) of such state.

                 "Work": any work which is subject to copyright protection
          pursuant to Title 17 of the United States Code.

                 (b) Certain Matters of Construction. The terms "herein,"
          "hereof" and "hereunder" and other words of similar import when used
          in this Agreement shall refer to this Agreement as a whole and not to
          any particular section, paragraph or subdivision. Any pronoun used
          shall be deemed to cover all genders. All references to statutes and
          related regulations shall include any amendments of same and any
          successor statutes and regulations; any of the Credit Documents shall
          include any and all amendment or modifications thereto and any and all
          restatements, extensions or renewals thereof; to any Person shall mean
          and include the successors and permitted assigns of such Person; to
          "including" and "include" shall be understood to mean "including,
          without limitation." A Default or an Event of Default shall be deemed
          to exist at all times during the period commencing on the date that
          such Default or Event of Default occurs to the date on which such
          Default or Event of Default is waived in writing pursuant to this
          Agreement or, in the case of a Default, is cured within any period of
          cure expressly provided in this Agreement or the applicable Credit
          Document; and an Event of Default shall "continue" or be "continuing"
          until such Event of Default has been waived in writing by Agent. Any
          Lien referred to in this Agreement or any of the other Credit
          Documents as having been created in favor of Agent, any agreement
          entered into by Agent pursuant to this Agreement or any of the other
          Credit Documents, any payment made by or to or funds received by Agent
          pursuant to or as contemplated by any of the Credit Documents, or any
          other act taken or omitted to be taken by Agent shall, unless

                                        4



          otherwise expressly provided, be created, entered into, made or
          received, or taken or omitted for its benefit and the benefit or
          account of the Lenders.

          2.     Grant of Security Interest. As collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations, Remington hereby
assigns, pledges and grants, subject to existing licenses to use Patents or
Trademarks granted by Remington in the ordinary course of business, to the
Agent, a security interest in and Lien on all of the following property now
owned or at any time hereafter acquired by Remington or in which Remington now
has or at any time in the future may acquire any right, title or interest
(collectively, the "Collateral"):

                 (i)      all Accounts;

                 (ii)     all Chattel Paper, including all Electronic Chattel
                          Paper;

                 (iii)    all Commercial Tort Claims;

                 (iv)     all Computer Hardware and Software;

                 (v)      all Contracts;

                 (vi)     all Deposit Accounts;

                 (vii)    all Documents;

                 (viii)   all Financial Assets;

                 (ix)     all General Intangibles;

                 (x)      all Goods, including all Equipment and all Inventory;

                 (xi)     all Instruments;

                 (xii)    all Investment Property;

                 (xiii)   all Letter-of-Credit Rights

                 (xiv)    all Patent Licenses;

                 (xv)     all Patents;

                 (xvi)    all Payment Intangibles;

                                        5



                 (xvii)   all Supporting Obligations;

                 (xviii)  all Trademark Licenses;

                 (xix)    all Trademarks;

                 (xx)     all monies now or at any time or times  hereafter in
                          the possession or under the control  of  Agent  or any
                          Lender,  or a bailee  or  affiliate  of Agent or any
                          Lender;

                 (xxi)    all accessions to, substitutions for and all
                          replacements, products, and cash and non-cash
                          Proceeds of (i) through (xx) above, including,
                          Proceeds of and unearned premiums with respect to
                          insurance policies insuring any of the Collateral and
                          claims against any Person for loss of, damage to, or
                          destruction of any of the Collateral; and

                 (xxii)   all books and records (including customer lists,
                          files, correspondence, tapes, computer programs,
                          print-outs and other computer materials and records)
                          of Remington pertaining to any of (i) through (xxi)
                          above;

provided that in no event shall there be pledged, nor shall Remington be
required to pledge, directly or indirectly, (x) more than 65% of any series of
the outstanding Equity Interests of any Foreign Subsidiary or (y) any Investment
Property or Financial Assets (including any Equity Interests) with respect to
Industrias Tecnos S.A. de C.V., a Mexican corporation.

Notwithstanding anything to the contrary set forth above, the types or items of
Collateral described shall not include any rights or interests in any
Instrument, Contract, Chattel Paper, General Intangible, Patent License or
Trademark License, as such, if under the terms of such Instrument, Contract,
Chattel Paper, General Intangible, Patent License or Trademark License, or
Applicable Law with respect thereto, the valid grant of a security interest or
Lien therein to Agent is prohibited and such prohibition has not been or is not
waived or the consent of the other party to such Instrument, Contract, Chattel
Paper, General Intangible, Patent License or Trademark License has not been or
is not otherwise obtained or under Applicable Law such prohibition cannot be
waived, provided that the foregoing exclusion shall in no way be construed (a)
to apply if any such prohibition is unenforceable under Sections 9-406 or 9-408
of the UCC or other Applicable Law or (b) so as to limit, impair or otherwise
affect Agent's unconditional continuing security interests in and Liens upon any
rights or interests of Remington in or to monies due or to become due under any
such Instrument, Contract, Chattel Paper, General Intangible, Patent License or
Trademark License (including any Accounts).

          3.     Rights of Agent and Lenders; Limitations on Agent's and
Lenders' Obligations.

                                        6



                 (a)      No Liability of Agent or Lenders under Accounts or
          Contracts. None of the Agent nor any Lender shall have any obligation
          or liability under any Account (or any agreement giving rise thereto)
          or Contract by reason of or arising out of this Agreement or the
          receipt by the Agent or any such Lender of any payment relating to
          such Account or Contract pursuant hereto, nor shall the Agent or any
          Lender be obligated in any manner to perform any of the obligations of
          Remington under or pursuant to any Account (or any agreement giving
          rise thereto) or Contract, to make any payment, to make any inquiry as
          to the nature or the sufficiency of any payment received by it or as
          to the sufficiency of any performance by any party under any Account
          (or any agreement giving rise thereto) or Contract, to present or file
          any claim, to take any action to enforce any performance or to collect
          the payment of any amounts which may have been assigned to it or to
          which it may be entitled at any time or times.

                 (b)      Accounts and Account Debtors. The Agent shall have all
          rights and remedies with respect to the Accounts and all Account
          Debtors as are described in the Credit Agreement.

                 (c)      Deposit Accounts. With respect to the grant of a
          security interest in Remington's Deposit Accounts, Remington hereby
          authorizes and directs each such bank or other depository at which
          Remington maintains a Deposit Account to pay or deliver to the Agent
          upon its written demand therefor made at any time upon the occurrence
          and during the continuation of an Event of Default and without further
          notice to Remington (such notice being hereby expressly waived), all
          balances in each Deposit Account maintained by Remington with such
          bank or other depository for application to the Obligations then
          outstanding, and the rights given the Agent in this Section shall be
          cumulative with and in addition to the Agent's other rights and
          remedies in regard to the foregoing property as proceeds of
          Collateral.

          4.     Representations and Warranties. Remington hereby represents
and warrants that:

                 (a)      Title; No Other Liens. Except for Permitted Liens,
          Remington owns each item of the Collateral free and clear of any and
          all Liens. No security agreement, financing statement or other public
          notice similar in effect with respect to all or any part of the
          Collateral that has been authorized or executed by Remington is on
          file or of record in any public office, except such as may have been
          filed in favor of the Agent, pursuant to this Agreement or any other
          Credit Document, or which are permitted pursuant to the Credit
          Documents.

                 (b)      Perfected First Priority Liens. (i) This Agreement is
          effective to create, as collateral security for the Obligations, valid
          and enforceable Liens on the Collateral in favor of the Agent, except
          with respect to Commercial Tort Claims acquired by Remington after the
          date hereof, and except as enforceability may be affected by
          bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium and other similar laws relating to or affecting creditor's
          rights generally, general equitable principles (whether considered in
          a

                                        7



          proceeding in equity or at law) and an implied covenant of good faith
          and fair dealing. (ii) Except with regard to Liens on Specified
          Assets, upon the completion of the Filings, and the delivery to and
          continuing possession by the Agent of all Instruments, Chattel Paper
          and Documents, Investment Property and monies, a security interest in
          which is perfected by possession, and the obtaining and maintenance of
          "control" (as described in the UCC) by the Agent of all Deposit
          Accounts, Electronic Chattel Paper, Investment Property, and
          Letter-of-Credit Rights, a security interest in which is perfected by
          "control", the Liens created pursuant to this Agreement will
          constitute valid Liens on and (to the extent provided herein)
          perfected security interests in the Collateral in favor of the Agent
          and will be prior to all other Liens of all other Persons other than
          Permitted Liens, and enforceable as such as against all other Persons
          other than Ordinary Course Buyers, and except as enforceability may be
          limited by the Assignment of Claims Act and except as enforceability
          may be limited by applicable bankruptcy, insolvency, reorganization,
          moratorium or similar laws affecting the enforcement of creditors'
          rights generally and by general equitable principles (whether
          enforcement is sought by proceedings in equity or at law) or by an
          implied covenant of good faith and fair dealing. As used in this
          Section 4(b)(ii), the following terms shall have the following
          meanings:

                          "Filings": the filing or recording of the Financing
                 Statements, any Patent and Trademark Security Agreement with
                 the U.S. Patent and Trademark Office, any Copyright Security
                 Agreement with the U.S. Copyright Office, and any filings after
                 the Closing Date in any jurisdiction as may be necessary under
                 any Applicable Law.

                          "Financing Statements": the financing statements
                 prepared by the Agent naming Remington as debtor and the Agent
                 as secured party filed on or about the Closing Date in the
                 jurisdictions as may be necessary under any Applicable Law.

                          "Ordinary Course Buyers": (i) with respect to Goods
                 only, buyers in the ordinary course of business to the extent
                 provided in Section 9-320(a) and 9-321 of the UCC, (ii) with
                 respect to General Intangibles only, licensees in the ordinary
                 course of business to the extent provided in Section 9-321 of
                 the UCC as in effect from time to time in the relevant
                 jurisdiction and (iii) any other Person who is entitled to take
                 free of the Lien pursuant to the UCC or other applicable law.

                          "Specified Assets": the following property and assets
                 of Remington: (1) Patents, Patent Licenses, Trademarks and
                 Trademark Licenses to the extent that Liens thereon cannot be
                 perfected by the filing of financing statements under the UCC
                 or by the filing and acceptance of a Patent and Trademark
                 Security Agreement in the United States Patent and Trademark
                 Office; (2) Collateral for which the perfection of Liens
                 thereon requires

                                        8



                 filings in or other actions under the laws of jurisdictions
                 outside the United States of America, any State, territory or
                 dependency thereof or the District of Columbia; (3) Commercial
                 Tort Claims acquired by Remington after the date hereof, (4)
                 motor vehicles, (5) monies and (6) goods included in Collateral
                 received by any Person for "sale or return" within the meaning
                 of Section 2-326 of the UCC of the applicable jurisdiction, to
                 the extent of claims of creditors of such Person.

                 (c)      Accounts. The places where Remington keeps its records
          concerning the Accounts are 870 Remington Drive, Madison, North
          Carolina 27025 or such other location or locations of which Remington
          shall have provided prior written notice to the Agent pursuant to
          Section 5(p).

                 (d)      Consents. Except as set forth in Schedules I and II
          hereto, no consent of any party (other than Remington) to any Patent
          License or Trademark License constituting Collateral or any obligor in
          respect of any material Account constituting Collateral or which owes
          in the aggregate a material portion of all the Accounts constituting
          Collateral is required, or purports to be required, to be obtained by
          or on behalf of Remington in connection with the execution, delivery
          and performance of this Agreement that has not been obtained. Each
          Patent License, Trademark License and Account constituting Collateral
          is in full force and effect and constitutes a valid and legally
          enforceable obligation of Remington and (to the knowledge of
          Remington) each other party thereto except as enforceability may be
          limited by bankruptcy, insolvency, reorganization, moratorium or
          similar laws affecting the enforcement of creditor's rights generally
          and by general equitable principles (whether enforcement is sought by
          proceedings in equity or at law) and except to the extent the failure
          of any such Patent License, Trademark License or Account constituting
          Collateral to be in full force and effect or valid or legally
          enforceable could not be reasonably expected, in the aggregate, to
          have a Material Adverse Effect on the value of the Collateral. Except
          as set forth in Schedules I and II hereto, no consent or authorization
          of, filing with or other act by or in respect of any Governmental
          Authority is required in connection with the execution, delivery,
          performance, validity or enforceability of any of the Patent Licenses,
          Trademark Licenses and Accounts constituting Collateral by any party
          thereto other than those which have been duly obtained, made or
          performed and are in full force and effect and those the failure of
          which to make or obtain could not be reasonably expected, in the
          aggregate, to have a Material Adverse Effect on the value of the
          Collateral. Except as set forth in Schedules I and II hereto, neither
          Remington nor (to the knowledge of Remington) any other party to any
          Patent License or Trademark License or Account constituting Collateral
          is in default in the performance or observance of any of the terms
          thereof, except for such defaults as could not reasonably be expected,
          in the aggregate, to have a Material Adverse Effect on the value of
          the Collateral. The right, title and interest of Remington in, to and
          under each Patent License and Trademark License and each Account
          constituting Collateral are not subject to any defense, offset,
          counterclaim or claim which could be reasonably expected,

                                        9



          either individually or in the aggregate, to have a Material Adverse
          Effect on the value of the Collateral.

                 (e)      Location of Tangible Property. Remington's Inventory
          and Equipment are kept at the locations listed in Schedule III hereto
          or such other locations of which Remington shall provide written
          notice to the Agent pursuant to Section 5(p), and after the date
          hereof at other locations to the extent permitted pursuant to Section
          8.1.1 of the Credit Agreement.

                 (f)      Chief Executive Office. Remington's chief executive
          office and chief place of business is located at 870 Remington Drive,
          Madison, North Carolina 27025 or such other location of which
          Remington shall have provided written notice to the Agent pursuant to
          Section 5(p).

                 (g)      Farm Products. None of the Collateral constitutes, or
          is the Proceeds of, Farm Products.

                 (h)      Patents and Trademarks. Schedules I and II hereto
          include all Trademarks and Patents owned by Remington in its own name
          as of the date hereof and all material Trademark Licenses and all
          material Patent Licenses owned by Remington in its own name as of the
          date hereof.

                 (i)      Governmental Obligors. As of the date hereof, none of
          the obligors on any Accounts, and none of the parties to any
          Contracts, is a Governmental Authority, except for any such Accounts
          or Contracts that are not material in relation to the business of
          Remington and its Subsidiaries, taken as a whole.

                 (j)      Copyrights. As of the date hereof, Remington does not
          own any Copyrights and is not a party to any Copyright Licenses (other
          than Computer Hardware and Software licenses granted to Remington in
          the Ordinary Course of Business) which are material to the business of
          Remington and its Subsidiaries, taken as a whole. Remington agrees
          that the foregoing representations and warranties shall be deemed to
          have been made by Remington on and as of each date on which a Revolver
          Loan is made by the Lenders to the Borrowers under the Credit
          Agreement, in each case as though made on and as of each such date
          (or, if any such representation or warranty is expressly stated to
          have been made as of a specific date, as of such specific date).

          5.     Covenants. Remington covenants and agrees with the Agent and
the Lenders and, with respect to Section 5(a), the Agent covenants and agrees
with Remington, that, from and after the date of this Agreement until the
payment in full of the Obligations (except for contingent obligations of any
Obligor under indemnifications that survive termination of the Revolver
Commitments) and the termination of all the Revolver Commitments:

                                       10



                 (a)      Further Documentation; Pledge of Instruments and
          Chattel Paper. Subject to Section 7.4 of the Credit Agreement, at any
          time and from time to time, upon the written request of the Agent or
          Remington, as the case may be, and at the sole expense of Remington,
          Remington or the Agent, as the case may be, will promptly and duly
          execute and deliver such further instruments and documents and take
          such further action as the Agent or Remington may reasonably request
          for the purpose of obtaining or preserving the full benefits of this
          Agreement and of the rights and powers herein granted, including the
          filing of any financing or continuation statements under the UCC in
          effect in any jurisdiction with respect to the Liens created hereby.
          Remington also hereby authorizes the Agent to prepare and file any
          such financing or continuation statement without the signature of
          Remington to the extent permitted by Applicable Law. The Agent agrees
          to notify Remington and Remington agrees to notify the Agent of any
          financing or continuation statement filed by it pursuant to this
          Section 5(a), provided that any failure to give any such notice shall
          not affect the validity or effectiveness of any such filing. Unless an
          Event of Default shall have occurred and be continuing, Remington
          shall be entitled to retain possession of all Collateral evidenced by
          any Instrument or Chattel Paper, and shall hold all such Collateral in
          trust for the Agent, and shall not commingle any of such Collateral
          with any other assets of Remington. In the event an Event of Default
          shall have occurred and be continuing, upon the request of the Agent,
          such Collateral shall be immediately delivered to the Agent, duly
          endorsed in a manner satisfactory to the Agent, to be held as
          Collateral pursuant to this Agreement. Remington shall not permit any
          other Person to possess any such Collateral other than in connection
          with any sale or other disposition of such Collateral as permitted by
          the Credit Agreement, or as otherwise consented to by Agent in
          writing.

                 (b)      Indemnification. Remington agrees to pay, and to save
          harmless and defend the Agent and the Lenders from, any and all
          liabilities and reasonable costs and expenses (including, reasonable
          legal fees and expenses) (i) with respect to, or resulting from, any
          delay by Remington in paying, any and all excise, sales or other
          similar taxes which may be payable or determined to be payable with
          respect to any of the Collateral, (ii) with respect to, or resulting
          from, any delay by Remington in complying with any material
          requirement of Applicable Law with respect to any of the Collateral or
          (iii) in connection with any of the transactions contemplated by this
          Agreement, provided that such indemnity shall not, as to the Agent or
          any Lender, be available to the extent that such liabilities, costs
          and expenses resulted from the gross negligence or willful misconduct
          of the Agent or any Lender. In any suit, proceeding or action brought
          by the Agent or any Lender under any Account for any sum owing
          thereunder, or to enforce any provisions of any Account, Remington
          will save, indemnify and keep harmless and defend the Agent and such
          Lender from and against all expense, loss or damage suffered by reason
          of any defense, setoff, counterclaim, recoupment or reduction or
          liability whatsoever of the account debtor thereunder, arising out of
          a material breach by Remington of any obligation thereunder.

                 (c)      Maintenance of Records. Remington will keep and
          maintain at its own cost and expense reasonably satisfactory and
          complete records of the Collateral, including a

                                       11



          record of all payments received and all credits granted with respect
          to the Accounts constituting Collateral. For the Agent's and the
          Lenders' further security, the Agent, shall have a security interest
          in all of Remington's books and records pertaining to the Collateral,
          and Remington shall permit the Agent or its representatives to review
          such books and records upon reasonable advance notice during normal
          business hours at the location where such books and records are kept
          and at the reasonable request of the Agent.

                 (d)      Right of Inspection. Upon reasonable advance notice to
          Remington and at reasonable intervals, or at any time and from time to
          time after the occurrence and during the continuance of an Event of
          Default, the Agent and the Lenders shall have reasonable access during
          normal business hours to all the books, correspondence and records of
          Remington, and the Agent and the Lenders and their respective
          representatives may examine the same, and to the extent reasonable
          take extracts therefrom and make photocopies thereof, and Remington
          agrees to render to the Agent and the Lenders, at Remington's
          reasonable cost and expense, such clerical and other assistance as may
          be reasonably requested with regard thereto. The Agent and the Lenders
          and their respective representatives shall also have the right upon
          reasonable advance notice to Remington to enter during normal business
          hours into and upon any premises where any of Remington's Inventory or
          Equipment is located for the purpose of inspecting the same, observing
          its use or otherwise protecting its interests therein.

                 (e)      Compliance with Laws, etc. Remington will comply in
          all material respects with all Applicable Law with respect to the
          Collateral or any part thereof, except to the extent that the failure
          to so comply could not be reasonably expected to have a Material
          Adverse Effect, in the aggregate, on the Agent's or the Lenders'
          rights hereunder, the priority of their Liens on the Collateral or the
          value of the Collateral.

                 (f)      Compliance with Contractual Obligations. Remington
          will perform and comply in all material respects with all its
          contractual obligations relating to the Collateral, unless (i) such
          performance or compliance is fully excused by breach by the other
          party or parties thereto or (ii) such failure to comply or perform
          could not be reasonably expected, in the aggregate, to have a Material
          Adverse Effect on the value of the Collateral.

                 (g)      Payment of Obligations. Remington will pay promptly
          when due all taxes, assessments and governmental charges or levies
          imposed upon the Collateral, as well as all claims of any kind
          (including claims for labor, materials and supplies) against or with
          respect to the Collateral, except that no such tax, assessment, charge
          or levy need be paid if (i) the validity thereof is being contested in
          good faith by appropriate proceedings diligently conducted and (ii)
          such tax, assessment, charge or levy is adequately reserved against on
          Remington's books in accordance with GAAP.

                 (h)      Limitation on Liens on Collateral. Remington will not
          create, incur or permit to exist, will defend the Collateral against,
          and will take such other action as is reasonably

                                       12



          necessary to remove, any Lien or material adverse claim on or to any
          of the Collateral, other than the Liens created hereby and other than
          Permitted Liens, and will defend the right, title and interest of the
          Agent and the Lenders in and to any of the Collateral against the
          claims and demands of all Persons whomsoever.

                 (i)      Limitations on Dispositions of Collateral. Without the
          prior written consent of the Agent, Remington will not sell, assign,
          transfer, exchange or otherwise dispose of, or grant any option with
          respect to, the Collateral, or attempt, offer or contract to do so,
          except with respect to exclusive licenses in the Ordinary Course of
          Business or as permitted by this Agreement or the Credit Documents.

                 (j)      Limitations on Modifications, Waivers, Extensions of
          Contracts, Licenses and Accounts. Remington will not, except in the
          Ordinary Course of Business, amend, modify, terminate or waive any
          provision of any material Trademark License or any agreement giving
          rise to a material Account constituting Collateral in any manner which
          could reasonably be expected to materially adversely affect the value
          of such Trademark License or Account as Collateral.

                 (k)      Limitations on Discounts, Compromises, Extensions of
          Accounts. At all times, Remington will not, except in the Ordinary
          Course of Business, grant any extension of the time of payment of any
          material Account constituting Collateral, compromise, compound or
          settle the same for less than the full amount thereof, release, wholly
          or partially, any Person liable for the payment thereof, or allow any
          credit or discount whatsoever thereon, unless such extensions,
          compromises, compoundings, settlements, releases, credits or discounts
          are permitted by the Credit Documents.

                 (l)      Maintenance of Equipment. Remington will maintain each
          material item of its Equipment in good operating condition, ordinary
          wear and tear and immaterial impairments of value and damage by the
          elements excepted, and will provide all maintenance, service and
          repairs necessary for such purpose, except to the extent that the
          failure to do any of the foregoing could not be reasonably expected to
          have a Material Adverse Effect.

                 (m)      Maintenance of Insurance. Remington will maintain,
          with financially sound and reputable insurance companies, (i)
          insurance (including property insurance) in at least such amounts and
          against at least such risks (but including in any event public
          liability, product liability and business interruption where
          reasonably obtainable) as are usually insured against in the same
          general area by companies engaged in the same or a similar business;
          and furnish to the Agent, upon written request, information in
          reasonable detail as to the insurance carried and (ii) insurance
          policies relating to Remington's Inventory and Equipment (A) insuring
          Remington's Inventory and Equipment against loss by fire, explosion,
          theft and such other casualties as are usually insured against by
          companies engaged in the same or a similar business, (B) insuring
          Remington against liability for

                                       13



          personal injury and property damage relating to such Inventory and
          Equipment, (C) providing that no cancellation, material reduction in
          amount or material change in the coverage referred to in clause (A)
          shall be effective until at least 10 days after receipt by the Agent
          of written notice thereof, (D) naming the Agent and the Lenders as
          additional insured parties and (E) being otherwise reasonably
          satisfactory in all material respects to the Agent.

                 (n)      Further Identification of Collateral. Remington will
          furnish to the Agent and the Lenders from time to time such statements
          and schedules further identifying and describing the Collateral, and
          such other reports in connection with the Collateral, as the Agent may
          reasonably request, all in reasonable detail.

                 (o)      Notices. Remington will advise the Agent and the
          Lenders promptly, in reasonable detail, at their respective addresses
          set forth in the Credit Agreement, (i) of any Lien (other than
          Permitted Liens) on, or material adverse claim asserted against, any
          of the Collateral and (ii) of the occurrence of any other event which
          could reasonably be expected, in the aggregate, to have a Material
          Adverse Effect on the aggregate value of the Collateral or the Liens
          created hereunder.

                 (p)      Changes in Locations, Name, etc. Remington will not
          (i) change the location of its chief executive office/chief place of
          business from that specified in Section 4(f) or remove its books and
          records from the locations specified in Section 4(c), (ii) except as
          permitted pursuant to Section 8.1.1 of the Credit Agreement, permit
          any of the Inventory or the Equipment to be kept at locations other
          than those listed in Schedule III hereto, unless such Inventory or
          Equipment is conveyed, sold, leased, transferred, assigned or
          otherwise disposed of as permitted by Section 10.2.9 of the Credit
          Agreement or (iii) change its name, identity or corporate structure to
          such an extent that any financing statement filed by the Agent in
          connection with this Agreement would become seriously misleading,
          unless Remington shall have complied with the following: (A) with
          respect to clause (i) and (ii) above, Remington shall have given the
          Agent prior written notice thereof, (B) with respect to clause (iii)
          above, Remington (x) shall have given the Agent at least 30 days'
          prior written notice thereof and (y) prior to effecting any such
          change, shall have taken such actions as may be necessary or, upon the
          reasonable request of the Agent, advisable to continue the perfection
          and priority of the Liens granted pursuant hereto; provided in each
          case under clause (B)(y), that the Agent shall have taken all actions
          required by Section 5(a) hereof in connection with such actions of
          Remington.

                 (q)      Copyrights. Remington will not own nor at any time in
          the future acquire any right, title or interest in or to any Copyright
          or Copyright License which is material to the business of Remington
          and its Subsidiaries, taken as a whole, other than (i) with respect to
          Computer Hardware and Software licenses or other Copyright licenses
          granted to Remington in the Ordinary Course of Business, (ii) in
          connection with any rights of Remington in respect of security
          interests in collateral or (iii) with respect to which (A) the Agent
          shall have been given prior written notice of the acquisition of any
          right, title or interest therein or

                                       14



          thereto and (B) if reasonably requested by the Agent, a security
          agreement reasonably satisfactory to the Agent shall have been
          executed by Remington.

                 (r)      Commercial Tort Claims. If Remington shall at any time
          hold or acquire a Commercial Tort Claim, Remington shall promptly
          notify Agent in a writing signed by Remington of the brief details
          thereof and grant to Agent in such writing a security interest therein
          and in the proceeds thereof, all upon the terms of this Agreement,
          with such writing to be in form and substance satisfactory to Agent.

          6.     Agent's Appointment as Attorney-in-Fact.

                 (a)      Powers. Remington hereby irrevocably constitutes and
          appoints the Agent and any officer or agent thereof, with full power
          of substitution, as its true and lawful attorney-in-fact with full
          irrevocable power and authority in the place and stead of Remington
          and in the name of Remington or in its own name, from time to time in
          the Agent's discretion, for the purpose of carrying out the terms of
          this Agreement, to take any and all appropriate action and to execute
          any and all documents and instruments which may be necessary or
          desirable to accomplish the purposes of this Agreement, and, without
          limiting the generality of the foregoing, Remington hereby gives the
          Agent the power and right, on behalf of Remington, without notice to
          or assent by Remington, to do the following at any time when any Event
          of Default shall have occurred and be continuing, and to the extent
          permitted by Applicable Law:

                          (i) in the name of Remington or its own name, or
                 otherwise, to take possession of and indorse and collect any
                 checks, drafts, notes, acceptances or other instruments for the
                 payment of moneys due under any Account, Contract, Instrument
                 or General Intangible (to the extent that any of the foregoing
                 constitute Collateral) or with respect to any other Collateral
                 and to file any claim or to take any other action or institute
                 any proceeding in any court of law or equity or otherwise
                 deemed appropriate by the Agent for the purpose of collecting
                 any and all such moneys due under any such Account, Contract,
                 Instrument or General Intangible or with respect to any such
                 other Collateral whenever payable;

                          (ii) to pay or discharge taxes and Liens levied or
                 placed on the Collateral, other than Permitted Liens, to effect
                 any repairs or any insurance required by the terms of this
                 Agreement and to pay all or any part of the premiums therefor
                 and the costs thereof; and

                          (iii) (A) to direct any party liable for any payment
                 with respect to any of the Collateral to make payment of any
                 and all moneys due or to become due thereunder directly to the
                 Agent or as the Agent shall direct; (B) to ask for, or demand,
                 collect, receive payment of and receipt for, any and all

                                       15



                 moneys, claims and other amounts due or to become due at any
                 time in respect of or arising out of any Collateral; (C) to
                 sign and indorse any invoices, freight or express bills, bills
                 of lading, storage or warehouse receipts, drafts against
                 debtors, assignments, verifications, notices and other
                 documents in connection with any of the Collateral; (D) to
                 commence and prosecute any suits, actions or proceedings at law
                 or in equity in any court of competent jurisdiction to collect
                 the Collateral or any thereof and to enforce any other right in
                 respect of any Collateral; (E) to defend any suit, action or
                 proceeding brought against Remington with respect to any of the
                 Collateral; (F) to settle, compromise or adjust any suit,
                 action or proceeding described in clause (E) above and, in
                 connection therewith, to give such discharges or releases as
                 the Agent may deem appropriate; (G) subject to any pre-existing
                 rights or licenses, to assign any Patent or Trademark (along
                 with the goodwill of the business to which any such Patent or
                 Trademark pertains), for such term or terms, on such
                 conditions, and in such manner, as the Agent shall in its sole
                 discretion determine; and (H) generally, to sell, transfer,
                 pledge and make any agreement with respect to or otherwise deal
                 with any of the Collateral as fully and completely as though
                 the Agent were the absolute owner thereof for all purposes, and
                 to do, at the Agent's option and Remington's expense, at any
                 time, or from time to time, all acts and things which the Agent
                 deems necessary to protect, preserve or realize upon the
                 Collateral and the Agent's Liens thereon and to effect the
                 intent of this Agreement, all as fully and effectively as
                 Remington might do.

          Remington hereby ratifies all that said attorneys shall lawfully do or
          cause to be done by virtue hereof. This power of attorney is a power
          coupled with an interest and shall be irrevocable until payment in
          full of the Obligations (except for contingent obligations of any
          Obligor under indemnifications that survive termination of the
          Revolver Commitments) and the termination of all Revolver Commitments.

                 (b)      Other Powers. Remington also authorizes the Agent,
          from time to time if an Event of Default shall have occurred and be
          continuing, to execute, in connection with any sale provided for in
          Section10 hereof, any endorsements, assignments or other instruments
          of conveyance or transfer with respect to the Collateral.

                 (c)      No Duty on the Part of Agent or Lenders. The powers
          conferred on the Agent and the Lenders hereunder are solely to protect
          the Agent's and the Lenders' interests in the Collateral and shall not
          impose any duty upon the Agent or any Lender to exercise any such
          powers. The Agent and the Lenders shall be accountable only for
          amounts that they actually receive as a result of the exercise of such
          powers, and neither they nor any of their officers, directors,
          employees or agents shall be responsible to Remington for any act or
          failure to act hereunder, except for their own gross negligence or
          willful misconduct.

                                       16



          7.     Performance by Agent of Remington's Obligations. If Remington
fails to perform or comply with any of its agreements contained herein and the
Agent, as provided for by the terms of this Agreement, shall itself perform or
comply, or otherwise cause performance or compliance, with such agreement, the
reasonable expenses of the Agent incurred in connection with such performance or
compliance, together with interest thereon at the Default Rate shall be payable
by Remington to the Agent on demand and shall constitute Obligations secured
hereby.

          8.     Proceeds. It is agreed that if an Event of Default shall occur
and be continuing, (a) all Proceeds of any Collateral received by Remington
consisting of cash, checks and other near-cash items shall be held by Remington
in trust for the Agent and the Lenders, segregated from other funds of
Remington, and at the request of the Agent shall, forthwith upon receipt by
Remington, be turned over to the Agent in the exact form received by Remington
(duly indorsed by Remington to the Agent, if required by the Agent), and (b) any
and all such Proceeds received by the Agent (whether from Remington or
otherwise) may, in the sole discretion of the Agent, be held by the Agent, as
collateral security for the Obligations (whether matured or unmatured), and then
or at any time thereafter may be applied by the Agent against, the Obligations
then due and owing. Any balance of such Proceeds remaining after the payment in
full of the Obligations (except for contingent obligations of any Obligor under
indemnifications that survive termination of the Revolver Commitments) and the
termination of all the Revolver Commitments, shall be paid over to Remington or
to whomsoever may be lawfully entitled to receive the same.

          9.     Events of Default. It is understood and agreed that an event of
default shall be deemed to have occurred under this Agreement, and Agent shall
be entitled to take such actions as are elsewhere provided herein, in the event
that an Event of Default under and (as defined in) the Credit Agreement or any
of the other Credit Documents shall have occurred.

          10.    Remedies. If an Event of Default shall occur and be continuing,
the Agent may (and, upon written instructions to do so from the Required
Lenders, shall) exercise all rights and remedies of a secured party under the
UCC, together with every right and remedy available to Agent, under any other
Applicable Law, and, to the extent permitted by Applicable Law, all other rights
and remedies granted to them in this Agreement and in any other instrument or
agreement securing, evidencing or relating to the Obligations. Without limiting
the generality of the foregoing, the Agent, without demand of performance or
other demand, presentment, protest, advertisement or notice of any kind (except
any notice required by law referred to below) to or upon Remington or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may (and upon written instructions to do so from the Required
Lenders, shall) in such circumstances, to the extent permitted by Applicable
Law, forthwith collect, receive, appropriate and realize upon the Collateral, or
any part thereof, and may forthwith sell, lease, assign, give option or options
to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), whether on Remington's
premises or elsewhere, but subject to any pre-existing rights or licenses, in
one or more parcels at public or private sale or sales, at any exchange,
broker's board or office of the Agent or any Lender or elsewhere upon such terms
and conditions as it may deem advisable and at such prices as it may deem best,
for cash or on credit or for future delivery

                                       17



without assumption of any credit risk. The Agent or any Lender shall have the
right, to the extent permitted by Applicable Law, upon any such sale or sales,
to purchase the whole or any part of the Collateral so sold, free of any right
or equity of redemption in Remington, which right or equity is hereby waived or
released. Remington further agrees, at the Agent's request, upon the occurrence
and during the continuance of an Event of Default, to assemble the Collateral
and make it available to the Agent at places which the Agent shall reasonably
select, whether at Remington's premises or elsewhere. Alternatively, Agent may
peaceably by its own means or with judicial assistance enter Remington's
premises and take possession of the Collateral or dispose of the Collateral on
Remington's premises without resistance or interference by Remington. The Agent
shall apply the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all reasonable costs and
expenses of every kind incurred therein or incidental to the care or safekeeping
of any of the Collateral or in any way relating to the Collateral or the rights
of the Agent and the Lenders hereunder, including reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Obligations then due
and owing, and only after such application and after the payment by the Agent of
any other amount required by any provision of Applicable Law, need the Agent
account for the surplus, if any, to Remington. To the extent permitted by
Applicable Law, Remington waives all claims, damages and demands it may acquire
against the Agent or any Lender arising out of the repossession, retention or
sale of the Collateral, other than any such claims, damages and demands that may
arise from the gross negligence or willful misconduct of any of them. If any
notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition. Remington shall remain liable for
any deficiency if the proceeds of any sale or other disposition of the
Collateral are insufficient to pay the then outstanding Obligations, including
the reasonable fees and disbursements of any attorneys employed by the Agent or
any Lender to collect such deficiency.

          11.    Limitation on Duties Regarding Preservation of Collateral. The
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the UCC
or otherwise, shall be to deal with it in the same manner as the Agent deals
with similar property for its own account. Except as provided in the foregoing
sentence or elsewhere herein or in any other Credit Document, neither the Agent
nor any Lender shall be liable or responsible to Remington in any way for the
safeguarding of any of the Collateral, for any loss or damage thereto, for any
diminution in the value thereof, or for any act or default of any carrier,
warehouseman, forwarding agency, or other person whomsoever, but the same shall
be at all times at Remington's risk.

          12.    Waivers. In addition to the other waivers contained herein and
in any other Credit Document, Remington hereby expressly waives, to the extent
permitted by Applicable Law: demand, protest, notice of protest, notice of
default or dishonor, notice of payments and nonpayments, or of any default,
release, compromise, settlement, extension or renewal of all commercial paper,
instruments or guaranties at any time held by Agent or any of the Lenders on
which Remington may in any way be liable; notice or hearing in connection with,
and the requirement to post a bond as a condition to, the issuance of an
immediate writ of possession with respect to any of the Collateral; any
requirement that the

                                       18



Agent or any of the Lenders protect, secure, perfect or insure any Lien or any
property subject thereto or exhaust any right or take any action against any
Obligor or any other Person or any Collateral, including any rights any Obligor
may otherwise have under the New York General Obligations Law; and notice of any
action taken by Agent, in each case unless expressly required by this Agreement,
any other Credit Document or by Applicable Law.

          13.    Powers Coupled with an Interest. All authorizations and
agencies herein contained with respect to the Collateral are powers coupled with
an interest and are irrevocable until payment in full of the Obligations (except
for contingent obligations of any Obligor under indemnifications that survive
termination of the Revolver Commitments) and the termination of all Revolver
Commitments.

          14.    Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          15.    Section Headings. The section headings used in this Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.

          16.    No Waiver; Cumulative Remedies. Neither the Agent nor any
Lender shall by any act (except by a written instrument pursuant to Section 17
hereof), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Default or Event of
Default or in any breach of any of the terms and conditions hereof. No failure
to exercise, nor any delay in exercising, on the part of the Agent or any
Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Agent or any Lender of
any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which the Agent or such Lender would otherwise have
on any future occasion. The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any rights or
remedies provided by law.

          17.    Amendments in Writing; No Waiver; Cumulative Remedies;
Successors and Assigns. None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by Remington and the Agent. This Agreement shall be binding
upon the successors and assigns of Remington and shall inure to the benefit of
the Agent and the Lenders and their respective successors and assigns, except
that Remington may not assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the Agent.

                                       19



          18.    Notices. All notices, requests and demands to or upon the
respective parties hereto shall be made in accordance with Section 15.9 of the
Credit Agreement.

          19.    Authority of Agent. Remington acknowledges that the rights and
responsibilities of the Agent under this Agreement with respect to any action
taken by the Agent or the exercise or non-exercise by the Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as among the Agent and the
Lenders be governed by the Credit Documents and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Agent and Remington, the Agent shall be conclusively presumed to be acting as
agent for the Lenders with full and valid authority so to act or refrain from
acting, and Remington shall not be under any obligation to make any inquiry
respecting such authority.

          20.    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW); PROVIDED, HOWEVER, THAT IF ANY COLLATERAL
SHALL BE LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE LAWS OF SUCH
JURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF
AGENT'S LIEN UPON COLLATERAL AND THE ENFORCEMENT OF AGENT'S OTHER REMEDIES OF
COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM
OR INCONSISTENT WITH THE LAWS OF THE STATE OF NEW YORK. NOTWITHSTANDING THE
FOREGOING PROVISION FOR THE NOTICE AND SALE OF COLLATERAL UNDER THE LAW OF THE
SITUS, IT IS THE PARTIES' INTENTION THAT NEW YORK LAW CONTROL THE OBLIGATIONS OF
REMINGTON UNDER THE CREDIT DOCUMENTS AND THE ENFORCEMENT OF THE SAME SUCH THAT,
FOR EXAMPLE, REMINGTON AGREES AND ACKNOWLEDGES THAT PURSUANT TO NEW YORK LAW
REMINGTON SHALL BE LIABLE FOR A DEFICIENCY JUDGMENT NOTWITHSTANDING THE SALE OF
REAL PROPERTY COLLATERAL UNDER A POWER OF SALE AND FURTHER THAT LENDERS OR AGENT
MAY, AT THEIR ELECTION, SEEK A MONEY JUDGMENT UNDER THE CREDIT DOCUMENTS WITHOUT
FIRST EXHAUSTING ALL COLLATERAL SECURING THE OBLIGATIONS THEREUNDER.

          21.    Release of Collateral and Termination.

                 (a)      At such time as the payment in full of the Obligations
          (except for contingent obligations of any Obligor under
          indemnifications that survive termination of the Revolver Commitments)
          and the termination of all Revolver Commitments shall have occurred,
          the Collateral shall be released from the Liens created hereby, and
          this Agreement and all obligations (other than those expressly stated
          to survive such termination) of the Agent and Remington hereunder
          shall terminate, all without delivery of any instrument or performance
          of any act by any party, and all rights to the Collateral shall revert
          to Remington. Upon

                                       20



          request of Remington following any such termination, the Agent shall
          deliver (at the sole cost and expense of Remington) to Remington any
          Collateral held by the Agent hereunder, and execute and deliver (at
          the sole cost and expense of Remington) to Remington such documents as
          Remington shall reasonably request to evidence such termination.

                 (b)      If any of the Collateral shall be sold, transferred or
          otherwise disposed of by Remington in a transaction permitted by the
          Credit Agreement, then the Agent shall execute and deliver to
          Remington (at the sole cost and expense of Remington) all releases or
          other documents reasonably necessary or desirable for the release of
          the Liens created hereby on such Collateral.

                                       21



          IN WITNESS WHEREOF, Remington has caused this Agreement to be duly
executed and delivered as of the date first above written.

                                 REMINGTON ARMS COMPANY, INC.

                                 By: /s/  Thomas Millner
                                     ----------------------------------------
                                 Name:  Thomas Millner
                                       --------------------------------------
                                 Title: President
                                       --------------------------------------

                                 ACKNOWLEDGED AND AGREED AS OF THE
                                 DATE HEREOF BY:

                                 WACHOVIA BANK, NATIONAL ASSOCIATION,
                                 as Agent

                                 By: /s/  Brian O' Fallon
                                     ----------------------------------------
                                 Name:  Brian O' Fallon
                                       --------------------------------------
                                 Title: Director
                                       --------------------------------------

                                       22

EX-10.19

                                                                   EXHIBIT 10.19

                           BORROWER SECURITY AGREEMENT

          THIS SECURITY AGREEMENT, dated January 24, 2003, is made by RA
FACTORS, INC., a Delaware corporation ("Factors"), in favor of WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association with an office at 301 South
College Street, 6th Floor, Charlotte, North Carolina 28288, in its capacity as
administrative and collateral agent (together with its successors in such
capacities, the "Agent") for various financial institutions ("Lenders") from
time to time parties to that certain Credit Agreement dated January 24, 2003 (as
the same may be amended, supplemented, waived or otherwise modified from time to
time, the "Credit Agreement"), among Factors, Remington Arms Company, Inc.
("Remington", together with Factors, the "Borrowers"), the Agent, Fleet Capital
Corporation, in its capacity as syndication agent, National City Commercial
Finance, Inc., in its capacity as documentation agent, and the Lenders.

                              W I T N E S S E T H :

          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make Revolver Loans and provide other financial accommodations to the Borrowers
upon the terms and subject to the conditions set forth therein; and

          WHEREAS, it is a condition precedent to the obligations of the Lenders
to make Revolver Loans and provide other financial accommodations to the
Borrowers under the Credit Agreement that Remington shall have executed and
delivered this Agreement to the Agent for its benefit and the ratable benefit of
the Lenders;

          NOW, THEREFORE, in consideration of the premises and to induce the
Agent and the Lenders to enter into the Credit Agreement and to induce the
Lenders to make Revolver Loans and provide other financial accommodations to the
Borrowers thereunder, Factors hereby agrees with the Agent, for its benefit and
the ratable benefit of the Lenders, as follows:

          1.     Defined Terms.

          (a)    Unless otherwise defined herein, capitalized terms defined in
the Credit Agreement are used herein as defined therein. The following terms are
used herein as defined in the UCC from time to time: Accounts, Chattel Paper,
Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper,
Equipment, Farm Products, Financial Assets, Fixtures, General Intangibles,
Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights,
Payment Intangibles, Proceeds, Software, and Supporting Obligations. The
following terms shall have the following meanings:

                 "Agreement": this Security Agreement, as the same may be
          amended, supplemented, waived or otherwise modified from time to time.

                                        1




                 "Collateral": as defined in Section 2 of this Agreement.

                 "Computer Hardware and Software": all rights of Factors
          (including rights as licensee and lessee) with respect to (i) computer
          and other electronic data processing hardware, including all
          integrated computer systems, central processing units, memory units,
          display terminals, printers, computer elements, card readers, tape
          drives, hard and soft disc drives, cables, electrical supply hardware,
          generators, power equalizers, accessories, peripheral devices and
          other related computer hardware; (ii) all Software and all software
          programs designed for use on the computers and electronic data
          processing hardware described in clause (i) above, including all
          operating system software, utilities and application programs in any
          form (service code and object code in magnetic tape, disc or hard copy
          format or any other listings whatsoever); (iii) any firmware
          associated with any of the foregoing; (iv) any documentation for
          hardware, Software and firmware described in clauses (i), (ii) and
          (iii) above, including flow charts, logic diagrams, manuals,
          specifications, training materials, charts and pseudo codes; and all
          rights with respect thereto, including any and all licenses, options,
          warrants, service contracts, program services, test rights,
          maintenance rights, support rights, improvement rights, renewal rights
          and indemnifications, and any substitutions, replacements, additions
          or model conversions of any of the foregoing.

                 "Contracts": all contracts, agreements, instruments and
          indentures in any form, and portions thereof, to which Factors is a
          party, or under which Factors has any right, title or interest, or to
          which Factors or any property of Factors is subject, as the same may
          from time to time be amended, supplemented or otherwise modified,
          including (a) all rights of Factors to receive moneys due and to
          become due to Factors thereunder or in connection therewith, (b) all
          rights of Factors to damages arising out of, or for, breach or default
          in respect thereof and (c) all rights of Factors to perform and to
          exercise all remedies thereunder.

                 "Copyright Licenses": all United States written license
          agreements to which Factors is a party with any other Person in
          connection with any of the Copyrights or such other Person's
          copyrights, whether Factors is a licensor or a licensee under any such
          license agreement, subject, in each case, to the terms of such license
          agreements, and the right to prepare for sale, sell and advertise for
          sale, all Inventory now or hereafter covered by such licenses.

                 "Copyrights": all United States copyrights, whether or not the
          underlying works of authorship have been published, and whether or not
          the copyrights have been registered, copyright registrations and
          applications, and all works of authorship and other intellectual
          property rights therein, including (a) all renewals thereof, (b) all
          income, royalties, damages and other payments now and hereafter due or
          payable with respect thereto (including payments under all licenses
          entered into in connection

                                        2



          therewith, and damages and payments for past or future infringements
          thereof), (c) the right to sue for past, present and future
          infringements and misappropriations thereof, and (d) all rights
          corresponding thereto throughout the world and all other rights of any
          kind whatsoever of Factors accruing thereunder or pertaining thereto.

                 "Patent License": all United States written license agreements
          to which Factors is a party with any other Person in connection with
          any of the Patents or such other Person's patents, whether Factors is
          a licensor or a licensee under any such license agreement, including
          the license agreements listed in Schedule II attached hereto and made
          a part hereof, subject, in each case, to the terms of such license
          agreements, and the right to prepare for sale, sell and advertise for
          sale, all Inventory now or hereafter covered by such licenses.

                 "Patents": all United States patents, patent applications and
          patentable inventions, including all patents and patent applications
          identified in Schedule II attached hereto and made a part hereof, and
          including (a) all inventions and improvements described and claimed
          therein, and patentable inventions, (b) the right to sue or otherwise
          recover for any and all past, present and future infringements and
          misappropriations thereof, (c) all income, royalties, damages and
          other payments now and hereafter due or payable with respect thereto
          (including payments under all licenses entered into in connection
          therewith, and damages and payments for past or future infringements
          thereof), and (d) all rights corresponding thereto in the United
          States and all reissues, divisions, continuations,
          continuations-in-part, substitutes, renewals, and extensions thereof,
          all improvements thereon, and all other rights of any kind whatsoever
          of Factors accruing thereunder or pertaining thereto.

                 "Permitted Liens": Liens permitted pursuant to Section 10.2.5
          of the Credit Agreement or as otherwise expressly permitted to exist
          under any of the Credit Documents.

                 "Trademark License": all United States written license
          agreements to which Factors is a party with any other Person in
          connection with any of the Trademarks or such other Person's names or
          trademarks, whether Factors is a licensor or a licensee under any such
          license agreement, including the license agreements listed in Schedule
          I attached hereto and made a part hereof, subject, in each case, to
          the terms of such license agreements, and the right to prepare for
          sale, sell and advertise for sale, all Inventory now or hereafter
          covered by such licenses.

                 "Trademarks": all United States trademarks, service marks,
          trade names, trade dress or other indicia of trade origin, trademark
          and service mark registrations, and applications for trademark or
          service mark registrations (except for "intent to use" applications
          for trademark or service mark registrations filed pursuant to Section
          1(b) of the Lanham Act, unless and until an Amendment to Allege Use or
          a Statement of

                                        3



          Use under Sections 1(c) and 1(d) of said Act has been filed), and any
          renewals thereof, including each registration and application
          identified in Schedule I attached hereto and made a part hereof, and
          including (a) the right to sue or otherwise recover for any and all
          past, present and future infringements and misappropriations thereof,
          (b) all income, royalties, damages and other payments now and
          hereafter due or payable with respect thereto (including payments
          under all licenses entered into in connection therewith, and damages
          and payments for past or future infringements thereof), and (c) all
          rights corresponding thereto in the United States and all other rights
          of any kind whatsoever of Factors accruing thereunder or pertaining
          thereto, together in each case with the goodwill of the business
          connected with the use of, and symbolized by, each such trademark,
          service mark, trade name, trade dress or other indicia of trade
          origin.

                 "UCC": the Uniform Commercial Code (or any successor statute)
          as adopted and in force in the State of New York or, when the laws of
          any other state govern the method or manner of the perfection or
          enforcement of any security interest in any of the Collateral, the
          Uniform Commercial Code (or any successor statute) of such state.

                 "Work": any work which is subject to copyright protection
          pursuant to Title 17 of the United States Code.

                 (b) Certain Matters of Construction. The terms "herein,"
          "hereof" and "hereunder" and other words of similar import when used
          in this Agreement shall refer to this Agreement as a whole and not to
          any particular section, paragraph or subdivision. Any pronoun used
          shall be deemed to cover all genders. All references to statutes and
          related regulations shall include any amendments of same and any
          successor statutes and regulations; any of the Credit Documents shall
          include any and all amendment or modifications thereto and any and all
          restatements, extensions or renewals thereof; to any Person shall mean
          and include the successors and permitted assigns of such Person; to
          "including" and "include" shall be understood to mean "including,
          without limitation." A Default or an Event of Default shall be deemed
          to exist at all times during the period commencing on the date that
          such Default or Event of Default occurs to the date on which such
          Default or Event of Default is waived in writing pursuant to this
          Agreement or, in the case of a Default, is cured within any period of
          cure expressly provided in this Agreement or the applicable Credit
          Document; and an Event of Default shall "continue" or be "continuing"
          until such Event of Default has been waived in writing by Agent. Any
          Lien referred to in this Agreement or any of the other Credit
          Documents as having been created in favor of Agent, any agreement
          entered into by Agent pursuant to this Agreement or any of the other
          Credit Documents, any payment made by or to or funds received by Agent
          pursuant to or as contemplated by any of the Credit Documents, or any
          other act taken or omitted to be taken by Agent shall, unless

                                        4



          otherwise expressly provided, be created, entered into, made or
          received, or taken or omitted for its benefit and the benefit or
          account of the Lenders.

          2.     Grant of Security Interest. As collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations, Factors hereby
assigns, pledges and grants, subject to existing licenses to use Patents or
Trademarks granted by Factors in the ordinary course of business, to the Agent,
a security interest in and Lien on all of the following property now owned or at
any time hereafter acquired by Factors or in which Factors now has or at any
time in the future may acquire any right, title or interest (collectively, the
"Collateral"):

                 (i)      all Accounts;

                 (ii)     all Chattel Paper, including all Electronic Chattel
                          Paper;

                 (iii)    all Commercial Tort Claims;

                 (iv)     all Computer Hardware and Software;

                 (v)      all Contracts;

                 (vi)     all Deposit Accounts;

                 (vii)    all Documents;

                 (viii)   all Financial Assets;

                 (ix)     all General Intangibles;

                 (x)      all Goods, including all Equipment and all Inventory;

                 (xi)     all Instruments;

                 (xii)    all Investment Property;

                 (xiii)   all Letter-of-Credit Rights

                 (xiv)    all Patent Licenses;

                 (xv)     all Patents;

                 (xvi)    all Payment Intangibles;

                                        5



                 (xvii)   all Supporting Obligations;

                 (xviii)  all Trademark Licenses;

                 (xix)    all Trademarks;

                 (xx)     all monies now or at any time or times  hereafter  in
                          the possession or under the control of Agent or any
                          Lender, or a bailee or affiliate of Agent or any
                          Lender;

                 (xxi)    all accessions to, substitutions for and all
                          replacements, products, and cash and non-cash Proceeds
                          of (i) through (xx) above, including, Proceeds of and
                          unearned premiums with respect to insurance policies
                          insuring any of the Collateral and claims against any
                          Person for loss of, damage to, or destruction of any
                          of the Collateral; and

                 (xxii)   all books and records (including customer lists,
                          files, correspondence, tapes, computer programs,
                          print-outs and other computer materials and records)
                          of Factors pertaining to any of (i) through (xxi)
                          above;

provided that in no event shall there be pledged, nor shall Factors be required
to pledge, directly or indirectly, more than 65% of any series of the
outstanding Equity Interests of any Foreign Subsidiary.

Notwithstanding anything to the contrary set forth above, the types or items of
Collateral described shall not include any rights or interests in any
Instrument, Contract, Chattel Paper, General Intangible, Patent License or
Trademark License, as such, if under the terms of such Instrument, Contract,
Chattel Paper, General Intangible, Patent License or Trademark License, or
Applicable Law with respect thereto, the valid grant of a security interest or
Lien therein to Agent is prohibited and such prohibition has not been or is not
waived or the consent of the other party to such Instrument, Contract, Chattel
Paper, General Intangible, Patent License or Trademark License has not been or
is not otherwise obtained or under Applicable Law such prohibition cannot be
waived, provided that the foregoing exclusion shall in no way be construed (a)
to apply if any such prohibition is unenforceable under Sections 9-406 or 9-408
of the UCC or other Applicable Law or (b) so as to limit, impair or otherwise
affect Agent's unconditional continuing security interests in and Liens upon any
rights or interests of Factors in or to monies due or to become due under any
such Instrument, Contract, Chattel Paper, General Intangible, Patent License or
Trademark License (including any Accounts).

          3.     Rights of Agent and Lenders; Limitations on Agent's and
Lenders' Obligations.

                 (a)      No Liability of Agent or Lenders under Accounts or
          Contracts. None of the Agent nor any Lender shall have any obligation
          or liability under any Account (or any agreement giving rise thereto)
          or Contract by reason of or arising out of this Agreement or

                                        6



          the receipt by the Agent or any such Lender of any payment relating to
          such Account or Contract pursuant hereto, nor shall the Agent or any
          Lender be obligated in any manner to perform any of the obligations of
          Factors under or pursuant to any Account (or any agreement giving rise
          thereto) or Contract, to make any payment, to make any inquiry as to
          the nature or the sufficiency of any payment received by it or as to
          the sufficiency of any performance by any party under any Account (or
          any agreement giving rise thereto) or Contract, to present or file any
          claim, to take any action to enforce any performance or to collect the
          payment of any amounts which may have been assigned to it or to which
          it may be entitled at any time or times.

                 (b)      Accounts  and  Account  Debtors.  The Agent  shall
          have all rights and remedies with respect to the Accounts and all
          Account Debtors as are described in the Credit Agreement.

                 (c)      Deposit Accounts. With respect to the grant of a
          security interest in Factors's Deposit Accounts, Factors hereby
          authorizes and directs each such bank or other depository at which
          Factors maintains a Deposit Account to pay or deliver to the Agent
          upon its written demand therefor made at any time upon the occurrence
          and during the continuation of an Event of Default and without further
          notice to Factors (such notice being hereby expressly waived), all
          balances in each Deposit Account maintained by Factors with such bank
          or other depository for application to the Obligations then
          outstanding, and the rights given the Agent in this Section shall be
          cumulative with and in addition to the Agent's other rights and
          remedies in regard to the foregoing property as proceeds of
          Collateral.

          4.     Representations and Warranties. Factors hereby represents and
warrants that:

                 (a)      Title; No Other Liens. Except for Permitted Liens,
          Factors owns each item of the Collateral free and clear of any and all
          Liens. No security agreement, financing statement or other public
          notice similar in effect with respect to all or any part of the
          Collateral that has been authorized or executed by Factors is on file
          or of record in any public office, except such as may have been filed
          in favor of the Agent, pursuant to this Agreement or any other Credit
          Document, or which are permitted pursuant to the Credit Documents.

                 (b)      Perfected First Priority Liens. (i) This Agreement is
          effective to create, as collateral security for the Obligations, valid
          and enforceable Liens on the Collateral in favor of the Agent, except
          with respect to Commercial Tort Claims acquired by Factors after the
          date hereof, and except as enforceability may be affected by
          bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium and other similar laws relating to or affecting creditor's
          rights generally, general equitable principles (whether considered in
          a proceeding in equity or at law) and an implied covenant of good
          faith and fair dealing. (ii) Except with regard to Liens on Specified
          Assets, upon the completion of the Filings, and the delivery to and
          continuing possession by the Agent of all Instruments, Chattel Paper
          and Documents, Investment Property and monies, a security interest in
          which is perfected by

                                        7



          possession, and the obtaining and maintenance of "control" (as
          described in the UCC) by the Agent of all Deposit Accounts, Electronic
          Chattel Paper, Investment Property, and Letter-of-Credit Rights, a
          security interest in which is perfected by "control", the Liens
          created pursuant to this Agreement will constitute valid Liens on and
          (to the extent provided herein) perfected security interests in the
          Collateral in favor of the Agent and will be prior to all other Liens
          of all other Persons other than Permitted Liens, and enforceable as
          such as against all other Persons other than Ordinary Course Buyers,
          and except as enforceability may be limited by the Assignment of
          Claims Act and except as enforceability may be limited by applicable
          bankruptcy, insolvency, reorganization, moratorium or similar laws
          affecting the enforcement of creditors' rights generally and by
          general equitable principles (whether enforcement is sought by
          proceedings in equity or at law) or by an implied covenant of good
          faith and fair dealing. As used in this Section 4(b)(ii), the
          following terms shall have the following meanings:

                          "Filings": the filing or recording of the Financing
                 Statements, any Patent and Trademark Security Agreement with
                 the U.S. Patent and Trademark Office, any Copyright Security
                 Agreement with the U.S. Copyright Office, and any filings after
                 the Closing Date in any jurisdiction as may be necessary under
                 any Applicable Law.

                          "Financing  Statements":  the financing statements
                 prepared by the Agent naming Factors as debtor and the Agent as
                 secured party filed on or about the Closing Date in the
                 jurisdictions as may be necessary under any Applicable Law.

                          "Ordinary Course Buyers": (i) with respect to Goods
                 only, buyers in the ordinary course of business to the extent
                 provided in Section 9-320(a) and 9-321 of the UCC, (ii) with
                 respect to General Intangibles only, licensees in the ordinary
                 course of business to the extent provided in Section 9-321 of
                 the UCC as in effect from time to time in the relevant
                 jurisdiction and (iii) any other Person who is entitled to take
                 free of the Lien pursuant to the UCC or other applicable law.

                          "Specified Assets": the following property and assets
                 of Factors: (1) Patents, Patent Licenses, Trademarks and
                 Trademark Licenses to the extent that Liens thereon cannot be
                 perfected by the filing of financing statements under the UCC
                 or by the filing and acceptance of a Patent and Trademark
                 Security Agreement in the United States Patent and Trademark
                 Office; (2) Collateral for which the perfection of Liens
                 thereon requires filings in or other actions under the laws of
                 jurisdictions outside the United States of America, any State,
                 territory or dependency thereof or the District of Columbia;
                 (3) Commercial Tort Claims acquired by Factors after the date
                 hereof, (4) motor vehicles, (5) monies and (6) goods included
                 in Collateral

                                        8



                 received by any Person for "sale or return" within the meaning
                 of Section 2-326 of the UCC of the applicable jurisdiction, to
                 the extent of claims of creditors of such Person.

                 (c)      Accounts. The places where Factors keeps its records
          concerning the Accounts are 870 Remington Drive, Madison, North
          Carolina 27025 or such other location or locations of which Factors
          shall have provided prior written notice to the Agent pursuant to
          Section 5(p).

                 (d)      Consents. Except as set forth in Schedules I and II
          hereto, no consent of any party (other than Factors) to any Patent
          License or Trademark License constituting Collateral or any obligor in
          respect of any material Account constituting Collateral or which owes
          in the aggregate a material portion of all the Accounts constituting
          Collateral is required, or purports to be required, to be obtained by
          or on behalf of Factors in connection with the execution, delivery and
          performance of this Agreement that has not been obtained. Each Patent
          License, Trademark License and Account constituting Collateral is in
          full force and effect and constitutes a valid and legally enforceable
          obligation of Factors and (to the knowledge of Factors) each other
          party thereto except as enforceability may be limited by bankruptcy,
          insolvency, reorganization, moratorium or similar laws affecting the
          enforcement of creditor's rights generally and by general equitable
          principles (whether enforcement is sought by proceedings in equity or
          at law) and except to the extent the failure of any such Patent
          License, Trademark License or Account constituting Collateral to be in
          full force and effect or valid or legally enforceable could not be
          reasonably expected, in the aggregate, to have a Material Adverse
          Effect on the value of the Collateral. Except as set forth in
          Schedules I and II hereto, no consent or authorization of, filing with
          or other act by or in respect of any Governmental Authority is
          required in connection with the execution, delivery, performance,
          validity or enforceability of any of the Patent Licenses ,Trademark
          Licenses and Accounts constituting Collateral by any party thereto
          other than those which have been duly obtained, made or performed and
          are in full force and effect and those the failure of which to make or
          obtain could not be reasonably expected, in the aggregate, to have a
          Material Adverse Effect on the value of the Collateral. Except as set
          forth in Schedules I and II hereto, neither Factors nor (to the
          knowledge of Factors) any other party to any Patent License or
          Trademark License or Account constituting Collateral is in default in
          the performance or observance of any of the terms thereof, except for
          such defaults as could not reasonably be expected, in the aggregate,
          to have a Material Adverse Effect on the value of the Collateral. The
          right, title and interest of Factors in, to and under each Patent
          License and Trademark License and each Account constituting Collateral
          are not subject to any defense, offset, counterclaim or claim which
          could be reasonably expected, either individually or in the aggregate,
          to have a Material Adverse Effect on the value of the Collateral.

                 (e)      Location of Tangible Property. Factors's Inventory and
          Equipment are kept at the locations listed in Schedule III hereto or
          such other locations of which Factors shall

                                        9



          provide written notice to the Agent pursuant to Section 5(p), and
          after the date hereof at other locations to the extent permitted
          pursuant to Section 8.1.1 of the Credit Agreement.

                 (f)      Chief Executive Office. Factors's chief executive
          office and chief place of business is located at 870 Remington Drive,
          Madison, North Carolina 27025 or such other location of which Factors
          shall have provided written notice to the Agent pursuant to Section
          5(p).

                 (g)      Farm Products. None of the Collateral constitutes, or
          is the Proceeds of, Farm Products.

                 (h)      Patents and Trademarks. Schedules I and II hereto
          include all Trademarks and Patents owned by Factors in its own name as
          of the date hereof and all material Trademark Licenses and all
          material Patent Licenses owned by Factors in its own name as of the
          date hereof.

                 (i)      Governmental Obligors. As of the date hereof, none of
          the obligors on any Accounts, and none of the parties to any
          Contracts, is a Governmental Authority, except for any such Accounts
          or Contracts that are not material in relation to the business of
          Factors and its Subsidiaries, taken as a whole.

                 (j)      Copyrights. As of the date hereof, Factors does not
          own any Copyrights and is not a party to any Copyright Licenses (other
          than Computer Hardware and Software licenses granted to Factors in the
          Ordinary Course of Business) which are material to the business of
          Factors and its Subsidiaries, taken as a whole. Factors agrees that
          the foregoing representations and warranties shall be deemed to have
          been made by Factors on and as of each date on which a Revolver Loan
          is made by the Lenders to the Borrowers under the Credit Agreement, in
          each case as though made on and as of each such date (or, if any such
          representation or warranty is expressly stated to have been made as of
          a specific date, as of such specific date).

          5.     Covenants. Factors covenants and agrees with the Agent and the
Lenders and, with respect to Section 5(a), the Agent covenants and agrees with
Factors, that, from and after the date of this Agreement until the payment in
full of the Obligations (except for contingent obligations of any Obligor under
indemnifications that survive termination of the Revolver Commitments) and the
termination of all the Revolver Commitments:

                 (a)      Further Documentation; Pledge of Instruments and
          Chattel Paper. Subject to Section 7.4 of the Credit Agreement, at any
          time and from time to time, upon the written request of the Agent or
          Factors, as the case may be, and at the sole expense of Factors,
          Factors or the Agent, as the case may be, will promptly and duly
          execute and deliver such further instruments and documents and take
          such further action as the Agent or Factors may reasonably request for
          the purpose of obtaining or preserving the full benefits of this

                                       10



          Agreement and of the rights and powers herein granted, including the
          filing of any financing or continuation statements under the UCC in
          effect in any jurisdiction with respect to the Liens created hereby.
          Factors also hereby authorizes the Agent to prepare and file any such
          financing or continuation statement without the signature of Factors
          to the extent permitted by Applicable Law. The Agent agrees to notify
          Factors and Factors agrees to notify the Agent of any financing or
          continuation statement filed by it pursuant to this Section 5(a),
          provided that any failure to give any such notice shall not affect the
          validity or effectiveness of any such filing. Unless an Event of
          Default shall have occurred and be continuing, Factors shall be
          entitled to retain possession of all Collateral evidenced by any
          Instrument or Chattel Paper, and shall hold all such Collateral in
          trust for the Agent, and shall not commingle any of such Collateral
          with any other assets of Factors. In the event an Event of Default
          shall have occurred and be continuing, upon the request of the Agent,
          such Collateral shall be immediately delivered to the Agent, duly
          endorsed in a manner satisfactory to the Agent, to be held as
          Collateral pursuant to this Agreement. Factors shall not permit any
          other Person to possess any such Collateral other than in connection
          with any sale or other disposition of such Collateral as permitted by
          the Credit Agreement, or as otherwise consented to by Agent in
          writing.

                 (b)      Indemnification. Factors agrees to pay, and to save
          harmless and defend the Agent and the Lenders from, any and all
          liabilities and reasonable costs and expenses (including, reasonable
          legal fees and expenses) (i) with respect to, or resulting from, any
          delay by Factors in paying, any and all excise, sales or other similar
          taxes which may be payable or determined to be payable with respect to
          any of the Collateral, (ii) with respect to, or resulting from, any
          delay by Factors in complying with any material requirement of
          Applicable Law with respect to any of the Collateral or (iii) in
          connection with any of the transactions contemplated by this
          Agreement, provided that such indemnity shall not, as to the Agent or
          any Lender, be available to the extent that such liabilities, costs
          and expenses resulted from the gross negligence or willful misconduct
          of the Agent or any Lender. In any suit, proceeding or action brought
          by the Agent or any Lender under any Account for any sum owing
          thereunder, or to enforce any provisions of any Account, Factors will
          save, indemnify and keep harmless and defend the Agent and such Lender
          from and against all expense, loss or damage suffered by reason of any
          defense, setoff, counterclaim, recoupment or reduction or liability
          whatsoever of the account debtor thereunder, arising out of a material
          breach by Factors of any obligation thereunder.

                 (c)      Maintenance of Records. Factors will keep and maintain
          at its own cost and expense reasonably satisfactory and complete
          records of the Collateral, including a record of all payments received
          and all credits granted with respect to the Accounts constituting
          Collateral. For the Agent's and the Lenders' further security, the
          Agent, shall have a security interest in all of Factors's books and
          records pertaining to the Collateral, and Factors shall permit the
          Agent or its representatives to review such books and records upon
          reasonable advance notice during normal business hours at the location
          where such books and records are kept and at the reasonable request of
          the Agent.

                                       11



                 (d)      Right of Inspection. Upon reasonable advance notice to
          Factors and at reasonable intervals, or at any time and from time to
          time after the occurrence and during the continuance of an Event of
          Default, the Agent and the Lenders shall have reasonable access during
          normal business hours to all the books, correspondence and records of
          Factors, and the Agent and the Lenders and their respective
          representatives may examine the same, and to the extent reasonable
          take extracts therefrom and make photocopies thereof, and Factors
          agrees to render to the Agent and the Lenders, at Factors's reasonable
          cost and expense, such clerical and other assistance as may be
          reasonably requested with regard thereto. The Agent and the Lenders
          and their respective representatives shall also have the right upon
          reasonable advance notice to Factors to enter during normal business
          hours into and upon any premises where any of Factors's Inventory or
          Equipment is located for the purpose of inspecting the same, observing
          its use or otherwise protecting its interests therein.

                 (e)      Compliance with Laws, etc. Factors will comply in all
          material respects with all Applicable Law with respect to the
          Collateral or any part thereof, except to the extent that the failure
          to so comply could not be reasonably expected to have a Material
          Adverse Effect, in the aggregate, on the Agent's or the Lenders'
          rights hereunder, the priority of their Liens on the Collateral or the
          value of the Collateral.

                 (f)      Compliance with Contractual Obligations. Factors will
          perform and comply in all material respects with all its contractual
          obligations relating to the Collateral, unless (i) such performance or
          compliance is fully excused by breach by the other party or parties
          thereto or (ii) such failure to comply or perform could not be
          reasonably expected, in the aggregate, to have a Material Adverse
          Effect on the value of the Collateral.

                 (g)      Payment of Obligations. Factors will pay promptly when
          due all taxes, assessments and governmental charges or levies imposed
          upon the Collateral, as well as all claims of any kind (including
          claims for labor, materials and supplies) against or with respect to
          the Collateral, except that no such tax, assessment, charge or levy
          need be paid if (i) the validity thereof is being contested in good
          faith by appropriate proceedings diligently conducted and (ii) such
          tax, assessment, charge or levy is adequately reserved against on
          Factors's books in accordance with GAAP.

                 (h)      Limitation on Liens on Collateral. Factors will not
          create, incur or permit to exist, will defend the Collateral against,
          and will take such other action as is reasonably necessary to remove,
          any Lien or material adverse claim on or to any of the Collateral,
          other than the Liens created hereby and other than Permitted Liens,
          and will defend the right, title and interest of the Agent and the
          Lenders in and to any of the Collateral against the claims and demands
          of all Persons whomsoever.

                 (i)      Limitations on Dispositions of Collateral. Without the
          prior written consent of the Agent, Factors will not sell, assign,
          transfer, exchange or otherwise dispose of, or grant

                                       12



          any option with respect to, the Collateral, or attempt, offer or
          contract to do so, except with respect to exclusive licenses in the
          Ordinary Course of Business or as permitted by this Agreement or the
          Credit Documents.

                 (j)      Limitations on Modifications, Waivers, Extensions of
          Contracts, Licenses and Accounts. Factors will not, except in the
          Ordinary Course of Business, amend, modify, terminate or waive any
          provision of any material Trademark License or any agreement giving
          rise to a material Account constituting Collateral in any manner which
          could reasonably be expected to materially adversely affect the value
          of such Trademark License or Account as Collateral.

                 (k)      Limitations on Discounts, Compromises, Extensions of
          Accounts. At all times, Factors will not, except in the Ordinary
          Course of Business, grant any extension of the time of payment of any
          material Account constituting Collateral, compromise, compound or
          settle the same for less than the full amount thereof, release, wholly
          or partially, any Person liable for the payment thereof, or allow any
          credit or discount whatsoever thereon, unless such extensions,
          compromises, compoundings, settlements, releases, credits or discounts
          are permitted by the Credit Documents.

                 (l)      Maintenance of Equipment. Factors will maintain each
          material item of its Equipment in good operating condition, ordinary
          wear and tear and immaterial impairments of value and damage by the
          elements excepted, and will provide all maintenance, service and
          repairs necessary for such purpose, except to the extent that the
          failure to do any of the foregoing could not be reasonably expected to
          have a Material Adverse Effect.

                 (m)      Maintenance of Insurance. Factors will maintain, with
          financially sound and reputable insurance companies, (i) insurance
          (including property insurance) in at least such amounts and against at
          least such risks (but including in any event public liability, product
          liability and business interruption where reasonably obtainable) as
          are usually insured against in the same general area by companies
          engaged in the same or a similar business; and furnish to the Agent,
          upon written request, information in reasonable detail as to the
          insurance carried and (ii) insurance policies relating to Factors's
          Inventory and Equipment (A) insuring Factors's Inventory and Equipment
          against loss by fire, explosion, theft and such other casualties as
          are usually insured against by companies engaged in the same or a
          similar business, (B) insuring Factors against liability for personal
          injury and property damage relating to such Inventory and Equipment,
          (C) providing that no cancellation, material reduction in amount or
          material change in the coverage referred to in clause (A) shall be
          effective until at least 10 days after receipt by the Agent of written
          notice thereof, (D) naming the Agent and the Lenders as additional
          insured parties and (E) being otherwise reasonably satisfactory in all
          material respects to the Agent.

                 (n)      Further Identification of Collateral. Factors will
          furnish to the Agent and the Lenders from time to time such statements
          and schedules further identifying and describing

                                       13



          the Collateral, and such other reports in connection with the
          Collateral, as the Agent may reasonably request, all in reasonable
          detail.

                 (o)      Notices. Factors will advise the Agent and the Lenders
          promptly, in reasonable detail, at their respective addresses set
          forth in the Credit Agreement, (i) of any Lien (other than Permitted
          Liens) on, or material adverse claim asserted against, any of the
          Collateral and (ii) of the occurrence of any other event which could
          reasonably be expected, in the aggregate, to have a Material Adverse
          Effect on the aggregate value of the Collateral or the Liens created
          hereunder.

                 (p)      Changes in Locations, Name, etc. Factors will not (i)
          change the location of its chief executive office/chief place of
          business from that specified in Section 4(f) or remove its books and
          records from the locations specified in Section 4(c), (ii) except as
          permitted pursuant to Section 8.1.1 of the Credit Agreement, permit
          any of the Inventory or the Equipment to be kept at locations other
          than those listed in Schedule III hereto, unless such Inventory or
          Equipment is conveyed, sold, leased, transferred, assigned or
          otherwise disposed of as permitted by Section 10.2.9 of the Credit
          Agreement or (iii) change its name, identity or corporate structure to
          such an extent that any financing statement filed by the Agent in
          connection with this Agreement would become seriously misleading,
          unless Factors shall have complied with the following: (A) with
          respect to clause (i) and (ii) above, Factors shall have given the
          Agent prior written notice thereof, (B) with respect to clause (iii)
          above, Factors (x) shall have given the Agent at least 30 days' prior
          written notice thereof and (y) prior to effecting any such change,
          shall have taken such actions as may be necessary or, upon the
          reasonable request of the Agent, advisable to continue the perfection
          and priority of the Liens granted pursuant hereto; provided in each
          case under clause (B)(y), that the Agent shall have taken all actions
          required by Section 5(a) hereof in connection with such actions of
          Factors.

                 (q)      Copyrights. Factors will not own nor at any time in
          the future acquire any right, title or interest in or to any Copyright
          or Copyright License which is material to the business of Factors and
          its Subsidiaries, taken as a whole, other than (i) with respect to
          Computer Hardware and Software licenses or other Copyright licenses
          granted to Factors in the Ordinary Course of Business, (ii) in
          connection with any rights of Factors in respect of security interests
          in collateral or (iii) with respect to which (A) the Agent shall have
          been given prior written notice of the acquisition of any right, title
          or interest therein or thereto and (B) if reasonably requested by the
          Agent, a security agreement reasonably satisfactory to the Agent shall
          have been executed by Factors.

                 (r)      Commercial Tort Claims. If Factors shall at any time
          hold or acquire a Commercial Tort Claim, Factors shall promptly notify
          Agent in a writing signed by Factors of the brief details thereof and
          grant to Agent in such writing a security interest therein and in the
          proceeds thereof, all upon the terms of this Agreement, with such
          writing to be in form and substance satisfactory to Agent.

                                       14



          6.     Agent's Appointment as Attorney-in-Fact.

                 (a)      Powers. Factors hereby irrevocably constitutes and
          appoints the Agent and any officer or agent thereof, with full power
          of substitution, as its true and lawful attorney-in-fact with full
          irrevocable power and authority in the place and stead of Factors and
          in the name of Factors or in its own name, from time to time in the
          Agent's discretion, for the purpose of carrying out the terms of this
          Agreement, to take any and all appropriate action and to execute any
          and all documents and instruments which may be necessary or desirable
          to accomplish the purposes of this Agreement, and, without limiting
          the generality of the foregoing, Factors hereby gives the Agent the
          power and right, on behalf of Factors, without notice to or assent by
          Factors, to do the following at any time when any Event of Default
          shall have occurred and be continuing, and to the extent permitted by
          Applicable Law:

                          (i) in the name of Factors or its own name, or
                 otherwise, to take possession of and indorse and collect any
                 checks, drafts, notes, acceptances or other instruments for the
                 payment of moneys due under any Account, Contract, Instrument
                 or General Intangible (to the extent that any of the foregoing
                 constitute Collateral) or with respect to any other Collateral
                 and to file any claim or to take any other action or institute
                 any proceeding in any court of law or equity or otherwise
                 deemed appropriate by the Agent for the purpose of collecting
                 any and all such moneys due under any such Account, Contract,
                 Instrument or General Intangible or with respect to any such
                 other Collateral whenever payable;

                          (ii) to pay or discharge taxes and Liens levied or
                 placed on the Collateral, other than Permitted Liens, to effect
                 any repairs or any insurance required by the terms of this
                 Agreement and to pay all or any part of the premiums therefor
                 and the costs thereof; and

                          (iii) (A) to direct any party liable for any payment
                 with respect to any of the Collateral to make payment of any
                 and all moneys due or to become due thereunder directly to the
                 Agent or as the Agent shall direct; (B) to ask for, or demand,
                 collect, receive payment of and receipt for, any and all
                 moneys, claims and other amounts due or to become due at any
                 time in respect of or arising out of any Collateral; (C) to
                 sign and indorse any invoices, freight or express bills, bills
                 of lading, storage or warehouse receipts, drafts against
                 debtors, assignments, verifications, notices and other
                 documents in connection with any of the Collateral; (D) to
                 commence and prosecute any suits, actions or proceedings at law
                 or in equity in any court of competent jurisdiction to collect
                 the Collateral or any thereof and to enforce any other right in
                 respect of any Collateral; (E) to defend any suit, action or
                 proceeding brought against Factors with respect to any of the
                 Collateral; (F)

                                       15



                 to settle, compromise or adjust any suit, action or proceeding
                 described in clause (E) above and, in connection therewith, to
                 give such discharges or releases as the Agent may deem
                 appropriate; (G) subject to any pre-existing rights or
                 licenses, to assign any Patent or Trademark (along with the
                 goodwill of the business to which any such Patent or Trademark
                 pertains), for such term or terms, on such conditions, and in
                 such manner, as the Agent shall in its sole discretion
                 determine; and (H) generally, to sell, transfer, pledge and
                 make any agreement with respect to or otherwise deal with any
                 of the Collateral as fully and completely as though the Agent
                 were the absolute owner thereof for all purposes, and to do, at
                 the Agent's option and Factors's expense, at any time, or from
                 time to time, all acts and things which the Agent deems
                 necessary to protect, preserve or realize upon the Collateral
                 and the Agent's Liens thereon and to effect the intent of this
                 Agreement, all as fully and effectively as Factors might do.

          Factors hereby ratifies all that said attorneys shall lawfully do or
          cause to be done by virtue hereof. This power of attorney is a power
          coupled with an interest and shall be irrevocable until payment in
          full of the Obligations (except for contingent obligations of any
          Obligor under indemnifications that survive termination of the
          Revolver Commitments) and the termination of all Revolver Commitments.

                 (b)      Other Powers. Factors also authorizes the Agent, from
          time to time if an Event of Default shall have occurred and be
          continuing, to execute, in connection with any sale provided for in
          Section10 hereof, any endorsements, assignments or other instruments
          of conveyance or transfer with respect to the Collateral.

                 (c)      No Duty on the Part of Agent or Lenders. The powers
          conferred on the Agent and the Lenders hereunder are solely to protect
          the Agent's and the Lenders' interests in the Collateral and shall not
          impose any duty upon the Agent or any Lender to exercise any such
          powers. The Agent and the Lenders shall be accountable only for
          amounts that they actually receive as a result of the exercise of such
          powers, and neither they nor any of their officers, directors,
          employees or agents shall be responsible to Factors for any act or
          failure to act hereunder, except for their own gross negligence or
          willful misconduct.

          7.     Performance by Agent of Factors's Obligations. If Factors fails
to perform or comply with any of its agreements contained herein and the Agent,
as provided for by the terms of this Agreement, shall itself perform or comply,
or otherwise cause performance or compliance, with such agreement, the
reasonable expenses of the Agent incurred in connection with such performance or
compliance, together with interest thereon at the Default Rate shall be payable
by Factors to the Agent on demand and shall constitute Obligations secured
hereby.

          8.     Proceeds. It is agreed that if an Event of Default shall occur
and be continuing, (a) all Proceeds of any Collateral received by Factors
consisting of cash, checks and other near-cash items

                                       16



shall be held by Factors in trust for the Agent and the Lenders, segregated from
other funds of Factors, and at the request of the Agent shall, forthwith upon
receipt by Factors, be turned over to the Agent in the exact form received by
Factors (duly indorsed by Factors to the Agent, if required by the Agent), and
(b) any and all such Proceeds received by the Agent (whether from Factors or
otherwise) may, in the sole discretion of the Agent, be held by the Agent, as
collateral security for the Obligations (whether matured or unmatured), and then
or at any time thereafter may be applied by the Agent against, the Obligations
then due and owing. Any balance of such Proceeds remaining after the payment in
full of the Obligations (except for contingent obligations of any Obligor under
indemnifications that survive termination of the Revolver Commitments) and the
termination of all the Revolver Commitments, shall be paid over to Factors or to
whomsoever may be lawfully entitled to receive the same.

          9.     Events of Default. It is understood and agreed that an event of
default shall be deemed to have occurred under this Agreement, and Agent shall
be entitled to take such actions as are elsewhere provided herein, in the event
that an Event of Default under and (as defined in) the Credit Agreement or any
of the other Credit Documents shall have occurred.

          10.    Remedies. If an Event of Default shall occur and be continuing,
the Agent may (and, upon written instructions to do so from the Required
Lenders, shall) exercise all rights and remedies of a secured party under the
UCC, together with every right and remedy available to Agent, under any other
Applicable Law, and, to the extent permitted by Applicable Law, all other rights
and remedies granted to them in this Agreement and in any other instrument or
agreement securing, evidencing or relating to the Obligations. Without limiting
the generality of the foregoing, the Agent, without demand of performance or
other demand, presentment, protest, advertisement or notice of any kind (except
any notice required by law referred to below) to or upon Factors or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may (and upon written instructions to do so from the Required
Lenders, shall) in such circumstances, to the extent permitted by Applicable
Law, forthwith collect, receive, appropriate and realize upon the Collateral, or
any part thereof, and may forthwith sell, lease, assign, give option or options
to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), whether on Factors's premises
or elsewhere, but subject to any pre-existing rights or licenses, in one or more
parcels at public or private sale or sales, at any exchange, broker's board or
office of the Agent or any Lender or elsewhere upon such terms and conditions as
it may deem advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit risk. The Agent
or any Lender shall have the right, to the extent permitted by Applicable Law,
upon any such sale or sales, to purchase the whole or any part of the Collateral
so sold, free of any right or equity of redemption in Factors, which right or
equity is hereby waived or released. Factors further agrees, at the Agent's
request, upon the occurrence and during the continuance of an Event of Default,
to assemble the Collateral and make it available to the Agent at places which
the Agent shall reasonably select, whether at Factors's premises or elsewhere.
Alternatively, Agent may peaceably by its own means or with judicial assistance
enter Factors's premises and take possession of the Collateral or dispose of the
Collateral on Factors's premises without resistance or interference by Factors.
The Agent shall apply the net proceeds of any such

                                       17



collection, recovery, receipt, appropriation, realization or sale, after
deducting all reasonable costs and expenses of every kind incurred therein or
incidental to the care or safekeeping of any of the Collateral or in any way
relating to the Collateral or the rights of the Agent and the Lenders hereunder,
including reasonable attorneys' fees and disbursements, to the payment in whole
or in part of the Obligations then due and owing, and only after such
application and after the payment by the Agent of any other amount required by
any provision of Applicable Law, need the Agent account for the surplus, if any,
to Factors. To the extent permitted by Applicable Law, Factors waives all
claims, damages and demands it may acquire against the Agent or any Lender
arising out of the repossession, retention or sale of the Collateral, other than
any such claims, damages and demands that may arise from the gross negligence or
willful misconduct of any of them. If any notice of a proposed sale or other
disposition of Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least 10 days before such sale or other
disposition. Factors shall remain liable for any deficiency if the proceeds of
any sale or other disposition of the Collateral are insufficient to pay the then
outstanding Obligations, including the reasonable fees and disbursements of any
attorneys employed by the Agent or any Lender to collect such deficiency.

          11.    Limitation on Duties Regarding Preservation of Collateral. The
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the UCC
or otherwise, shall be to deal with it in the same manner as the Agent deals
with similar property for its own account. Except as provided in the foregoing
sentence or elsewhere herein or in any other Credit Document, neither the Agent
nor any Lender shall be liable or responsible to Factors in any way for the
safeguarding of any of the Collateral, for any loss or damage thereto, for any
diminution in the value thereof, or for any act or default of any carrier,
warehouseman, forwarding agency, or other person whomsoever, but the same shall
be at all times at Factors's risk.

          12.    Waivers. In addition to the other waivers contained herein and
in any other Credit Document, Factors hereby expressly waives, to the extent
permitted by Applicable Law: demand, protest, notice of protest, notice of
default or dishonor, notice of payments and nonpayments, or of any default,
release, compromise, settlement, extension or renewal of all commercial paper,
instruments or guaranties at any time held by Agent or any of the Lenders on
which Factors may in any way be liable; notice or hearing in connection with,
and the requirement to post a bond as a condition to, the issuance of an
immediate writ of possession with respect to any of the Collateral; any
requirement that the Agent or any of the Lenders protect, secure, perfect or
insure any Lien or any property subject thereto or exhaust any right or take any
action against any Obligor or any other Person or any Collateral, including any
rights any Obligor may otherwise have under the New York General Obligations
Law; and notice of any action taken by Agent, in each case unless expressly
required by this Agreement, any other Credit Document or by Applicable Law.

          13.    Powers Coupled with an Interest. All authorizations and
agencies herein contained with respect to the Collateral are powers coupled with
an interest and are irrevocable until payment in full of the Obligations (except
for contingent obligations of any Obligor under indemnifications

                                       18



that survive termination of the Revolver Commitments) and the termination of all
Revolver Commitments.

          14.    Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          15.    Section Headings. The section headings used in this Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.

          16.    No Waiver; Cumulative Remedies. Neither the Agent nor any
Lender shall by any act (except by a written instrument pursuant to Section 17
hereof), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Default or Event of
Default or in any breach of any of the terms and conditions hereof. No failure
to exercise, nor any delay in exercising, on the part of the Agent or any
Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Agent or any Lender of
any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which the Agent or such Lender would otherwise have
on any future occasion. The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any rights or
remedies provided by law.

          17.    Amendments in Writing; No Waiver; Cumulative Remedies;
Successors and Assigns. None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by Factors and the Agent. This Agreement shall be binding
upon the successors and assigns of Factors and shall inure to the benefit of the
Agent and the Lenders and their respective successors and assigns, except that
Factors may not assign, transfer or delegate any of its rights or obligations
under this Agreement without the prior written consent of the Agent.

          18.    Notices. All notices, requests and demands to or upon the
respective parties hereto shall be made in accordance with Section 15.9 of the
Credit Agreement.

          19.    Authority of Agent. Factors acknowledges that the rights and
responsibilities of the Agent under this Agreement with respect to any action
taken by the Agent or the exercise or non-exercise by the Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as among the Agent and the
Lenders be governed by the Credit Documents and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Agent and Factors, the Agent shall be

                                       19



conclusively presumed to be acting as agent for the Lenders with full and valid
authority so to act or refrain from acting, and Factors shall not be under any
obligation to make any inquiry respecting such authority.

          20.    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW); PROVIDED, HOWEVER, THAT IF ANY COLLATERAL
SHALL BE LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE LAWS OF SUCH
JURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF
AGENT'S LIEN UPON COLLATERAL AND THE ENFORCEMENT OF AGENT'S OTHER REMEDIES OF
COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM
OR INCONSISTENT WITH THE LAWS OF THE STATE OF NEW YORK. NOTWITHSTANDING THE
FOREGOING PROVISION FOR THE NOTICE AND SALE OF COLLATERAL UNDER THE LAW OF THE
SITUS, IT IS THE PARTIES' INTENTION THAT NEW YORK LAW CONTROL THE OBLIGATIONS OF
FACTORS UNDER THE CREDIT DOCUMENTS AND THE ENFORCEMENT OF THE SAME SUCH THAT,
FOR EXAMPLE, FACTORS AGREES AND ACKNOWLEDGES THAT PURSUANT TO NEW YORK LAW
FACTORS SHALL BE LIABLE FOR A DEFICIENCY JUDGMENT NOTWITHSTANDING THE SALE OF
REAL PROPERTY COLLATERAL UNDER A POWER OF SALE AND FURTHER THAT LENDERS OR AGENT
MAY, AT THEIR ELECTION, SEEK A MONEY JUDGMENT UNDER THE CREDIT DOCUMENTS WITHOUT
FIRST EXHAUSTING ALL COLLATERAL SECURING THE OBLIGATIONS THEREUNDER.

          21.    Release of Collateral and Termination.

                 (a)      At such time as the payment in full of the Obligations
          (except for contingent obligations of any Obligor under
          indemnifications that survive termination of the Revolver Commitments)
          and the termination of all Revolver Commitments shall have occurred,
          the Collateral shall be released from the Liens created hereby, and
          this Agreement and all obligations (other than those expressly stated
          to survive such termination) of the Agent and Factors hereunder shall
          terminate, all without delivery of any instrument or performance of
          any act by any party, and all rights to the Collateral shall revert to
          Factors. Upon request of Factors following any such termination, the
          Agent shall deliver (at the sole cost and expense of Factors) to
          Factors any Collateral held by the Agent hereunder, and execute and
          deliver (at the sole cost and expense of Factors) to Factors such
          documents as Factors shall reasonably request to evidence such
          termination.

                 (b)      If any of the Collateral shall be sold, transferred or
          otherwise disposed of by Factors in a transaction permitted by the
          Credit Agreement, then the Agent shall execute and deliver to Factors
          (at the sole cost and expense of Factors) all releases or other
          documents

                                       20



          reasonably necessary or desirable for the release of the Liens created
          hereby on such Collateral.

                                       21



          IN WITNESS WHEREOF, Factors has caused this Agreement to be duly
executed and delivered as of the date first above written.

                                 RA FACTORS, INC.

                                 By: /s/  Mark Little
                                     ----------------------------------------
                                 Name:  Mark Little
                                       --------------------------------------
                                 Title: President
                                       --------------------------------------

                                 ACKNOWLEDGED AND AGREED AS OF THE
                                 DATE HEREOF BY:

                                 WACHOVIA BANK, NATIONAL ASSOCIATION,
                                 as Agent

                                 By: /s/  Brian R. O' Fallon
                                     ----------------------------------------
                                 Name:  Brian R. O' Fallon
                                       --------------------------------------
                                 Title: Director
                                       --------------------------------------

                                       22

EX-10.20

                                                                   EXHIBIT 10.20

                          SUBSIDIARY SECURITY AGREEMENT

          THIS SECURITY AGREEMENT, dated January 24, 2003, is made by RA BRANDS,
L.L.C., a Delaware limited liability company ("Grantor"), in favor of WACHOVIA
BANK, NATIONAL ASSOCIATION, a national banking association with an office at 301
South College Street, 6th Floor, Charlotte, North Carolina 28288, in its
capacity as administrative and collateral agent (together with its successors in
such capacities, the "Agent") for various financial institutions ("Lenders")
from time to time parties to that certain Credit Agreement dated January 24,
2003 (as the same may be amended, supplemented, waived or otherwise modified
from time to time, the "Credit Agreement"), among Remington Arms Company, Inc.
("Remington"), RA Factors, Inc. ("Factors", together with Remington, the
"Borrowers"), the Agent, Fleet Capital Corporation, in its capacity as
syndication agent, National City Commercial Finance, Inc., in its capacity as
documentation agent, and the Lenders.

                              W I T N E S S E T H :

          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make Revolver Loans and provide other financial accommodations to the Borrowers
upon the terms and subject to the conditions set forth therein; and

          WHEREAS, Grantor has executed and delivered a Subsidiary Guaranty in
favor of Agent (the "Subsidiary Guaranty"), pursuant to which Grantor has
guaranteed the payment and performance of all of the indebtedness, liabilities
and other obligations of Borrowers under the Credit Documents to Agent and
Lenders; and

          WHEREAS, it is a condition precedent to the obligations of the Lenders
to make Revolver Loans and provide other financial accommodations to the
Borrowers under the Credit Agreement that Grantor shall have executed and
delivered this Agreement to the Agent for its benefit and the ratable benefit of
the Lenders;

          NOW, THEREFORE, in consideration of the premises and to induce the
Agent and the Lenders to enter into the Credit Agreement and to induce the
Lenders to make Revolver Loans and provide other financial accommodations to the
Borrowers thereunder, Grantor hereby agrees with the Agent, for its benefit and
the ratable benefit of the Lenders, as follows:

          1.     Defined Terms.

          (a)    Unless otherwise defined herein, capitalized terms defined in
the Credit Agreement are used herein as defined therein. The following terms are
used herein as defined in the UCC in effect from time to time: Accounts, Chattel
Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel
Paper, Equipment, Farm Products, Financial Assets, Fixtures, General
Intangibles, Goods, Instruments, Inventory, Investment Property,
Letter-of-Credit Rights, Payment Intangibles,

                                        1



Proceeds, Software and Supporting Obligations. The following terms shall have
the following meanings:

                 "Agreement": this Subsidiary Security Agreement, as the same
          may be amended, supplemented, waived or otherwise modified from time
          to time.

                 "Collateral": as defined in Section 2 of this Agreement.

                 "Computer Hardware and Software": all rights of Remington
          (including rights as licensee and lessee) with respect to (i) computer
          and other electronic data processing hardware, including all
          integrated computer systems, central processing units, memory units,
          display terminals, printers, computer elements, card readers, tape
          drives, hard and soft disc drives, cables, electrical supply hardware,
          generators, power equalizers, accessories, peripheral devices and
          other related computer hardware; (ii) all Software and all software
          programs designed for use on the computers and electronic data
          processing hardware described in clause (i) above, including all
          operating system software, utilities and application programs in any
          form (service code and object code in magnetic tape, disc or hard copy
          format or any other listings whatsoever); (iii) any firmware
          associated with any of the foregoing; (iv) any documentation for
          hardware, Software and firmware described in clauses (i), (ii) and
          (iii) above, including flow charts, logic diagrams, manuals,
          specifications, training materials, charts and pseudo codes; and all
          rights with respect thereto, including any and all licenses, options,
          warrants, service contracts, program services, test rights,
          maintenance rights, support rights, improvement rights, renewal rights
          and indemnifications, and any substitutions, replacements, additions
          or model conversions of any of the foregoing.

                 "Contracts": all contracts, agreements, instruments and
          indentures in any form, and portions thereof, to which Grantor is a
          party, or under which Grantor has any right, title or interest, or to
          which Grantor or any property of Grantor is subject, as the same may
          from time to time be amended, supplemented or otherwise modified,
          including, (a) all rights of Grantor to receive moneys due and to
          become due to Grantor thereunder or in connection therewith, (b) all
          rights of Grantor to damages arising out of, or for, breach or default
          in respect thereof and (c) all rights of Grantor to perform and to
          exercise all remedies thereunder.

                 "Copyright Licenses": all United States written license
          agreements to which Grantor is a party with any other Person in
          connection with any of the Copyrights or such other Person's
          copyrights, whether Grantor is a licensor or a licensee under any such
          license agreement, subject, in each case, to the terms of such license
          agreements, and the right to prepare for sale, sell and advertise for
          sale, all Inventory now or hereafter covered by such licenses.

                                        2



                 "Copyrights": all United States copyrights, whether or not the
          underlying works of authorship have been published, and whether or not
          the copyrights have been registered, copyright registrations and
          applications, and all works of authorship and other intellectual
          property rights therein, including (a) all renewals thereof, (b) all
          income, royalties, damages and other payments now and hereafter due or
          payable with respect thereto (including payments under all licenses
          entered into in connection therewith, and damages and payments for
          past or future infringements thereof), (c) the right to sue for past,
          present and future infringements and misappropriations thereof, and
          (d) all rights corresponding thereto throughout the world and all
          other rights of any kind whatsoever of Grantor accruing thereunder or
          pertaining thereto.

                 "Obligations": (a) all indebtedness, liabilities and
          obligations of Grantor to Agent and Lenders of every kind and
          description, whether direct or indirect, joint or several, absolute or
          contingent, due or to become due, now existing or hereafter arising
          under any of the Credit Documents and (b) all indebtedness,
          liabilities and obligations now or hereafter owing by the Borrowers
          under any of the Credit Documents.

                 "Patent License": all United States written license agreements
          to which Grantor is a party with any other Person in connection with
          any of the Patents or such other Person's patents, whether Grantor is
          a licensor or a licensee under any such license agreement, including
          the license agreements listed in Schedule II attached hereto and made
          a part hereof, subject, in each case, to the terms of such license
          agreements, and the right to prepare for sale, sell and advertise for
          sale, all Inventory now or hereafter covered by such licenses.

                 "Patents": all United States patents, patent applications and
          patentable inventions, including all patents and patent applications
          identified in Schedule II attached hereto and made a part hereof, and
          including (a) all inventions and improvements described and claimed
          therein, and patentable inventions, (b) the right to sue or otherwise
          recover for any and all past, present and future infringements and
          misappropriations thereof, (c) all income, royalties, damages and
          other payments now and hereafter due or payable with respect thereto
          (including payments under all licenses entered into in connection
          therewith, and damages and payments for past or future infringements
          thereof), and (d) all rights corresponding thereto in the United
          States and all reissues, divisions, continuations,
          continuations-in-part, substitutes, renewals, and extensions thereof,
          all improvements thereon, and all other rights of any kind whatsoever
          of Grantor accruing thereunder or pertaining thereto.

                 "Permitted  Liens":  Liens permitted  pursuant to
          Section 10.2.5 of the Credit Agreement or as otherwise expressly
          permitted to exist under any of the Credit Documents.

                                        3



                 "Trademark License": all United States written license
          agreements to which Grantor is a party with any other Person in
          connection with any of the Trademarks or such other Person's names or
          trademarks, whether Grantor is a licensor or a licensee under any such
          license agreement, including the license agreements listed in Schedule
          I attached hereto and made a part hereof, subject, in each case, to
          the terms of such license agreements, and the right to prepare for
          sale, sell and advertise for sale, all Inventory now or hereafter
          covered by such licenses.

                 "Trademarks": all United States trademarks, service marks,
          trade names, trade dress or other indicia of trade origin, trademark
          and service mark registrations, and applications for trademark or
          service mark registrations (except for "intent to use" applications
          for trademark or service mark registrations filed pursuant to Section
          1(b) of the Lanham Act, unless and until an Amendment to Allege Use or
          a Statement of Use under Sections 1(c) and 1(d) of said Act has been
          filed), and any renewals thereof, including each registration and
          application identified in Schedule I attached hereto and made a part
          hereof, and including (a) the right to sue or otherwise recover for
          any and all past, present and future infringements and
          misappropriations thereof, (b) all income, royalties, damages and
          other payments now and hereafter due or payable with respect thereto
          (including payments under all licenses entered into in connection
          therewith, and damages and payments for past or future infringements
          thereof), and (c) all rights corresponding thereto in the United
          States and all other rights of any kind whatsoever of Grantor accruing
          thereunder or pertaining thereto, together in each case with the
          goodwill of the business connected with the use of, and symbolized by,
          each such trademark, service mark, trade name, trade dress or other
          indicia of trade origin.

                 "UCC": the Uniform Commercial Code (or any successor statute)
          as adopted and in force in the State of New York or, when the laws of
          any other state govern the method or manner of the perfection or
          enforcement of any security interest in any of the Collateral, the
          Uniform Commercial Code (or any successor statute) of such state.

                 "Work": any work which is subject to copyright protection
          pursuant to Title 17 of the United States Code.

                 (b)      Certain Matters of Construction: The terms "herein,"
          "hereof" and "hereunder" and other words of similar import when used
          in this Agreement shall refer to this Agreement as a whole and not to
          any particular section, paragraph or subdivision. Any pronoun used
          shall be deemed to cover all genders. All references to statutes and
          related regulations shall include any amendments of same and any
          successor statutes and regulations; any of the Credit Documents shall
          include any and all amendment or modifications thereto and any and all
          restatements, extensions or renewals thereof; to any Person shall mean
          and include the successors and permitted assigns of such Person; to
          "including" and "include" shall be understood to mean "including,
          without limitation." A Default or an Event of Default shall be deemed
          to

                                        4



          exist at all times during the period commencing on the date that such
          Default or Event of Default occurs to the date on which such Default
          or Event of Default is waived in writing pursuant to this Agreement
          or, in the case of a Default, is cured within any period of cure
          expressly provided in this Agreement or the applicable Credit
          Document; and an Event of Default shall "continue" or be "continuing"
          until such Event of Default has been waived in writing by Agent. Any
          Lien referred to in this Agreement or any of the other Credit
          Documents as having been created in favor of Agent, any agreement
          entered into by Agent pursuant to this Agreement or any of the other
          Credit Documents, any payment made by or to or funds received by Agent
          pursuant to or as contemplated by any of the Credit Documents, or any
          other act taken or omitted to be taken by Agent shall, unless
          otherwise expressly provided, be created, entered into, made or
          received, or taken or omitted for its benefit and the benefit or
          account of the Lenders.

          2.     Grant of Security Interest. As collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations, Grantor hereby
assigns, pledges and grants, subject to existing licenses to use Patents or
Trademarks granted by Grantor in the ordinary course of business, to the Agent a
security interest in and Lien on all of the following property now owned or at
any time hereafter acquired by Grantor or in which Grantor now has or at any
time in the future may acquire any right, title or interest (collectively, the
"Collateral"):

                 (i)      all Accounts;

                 (ii)     all Chattel Paper, including all Electronic Chattel
                          Paper;

                 (iii)    all Commercial Tort Claims;

                 (iv)     all Computer Hardware and Software;

                 (v)      all Contracts;

                 (vi)     all Deposit Accounts;

                 (vii)    all Documents;

                 (viii)   all Financial Assets;

                 (ix)     all General Intangibles;

                 (x)      all Goods, including all Equipment and all Inventory;

                 (xi)     all Instruments;

                                        5



                 (xii)    all Investment Property;

                 (xiii)   all Letter-of-Credit Rights

                 (xiv)    all Patent Licenses;

                 (xv)     all Patents;

                 (xvi)    all Payment Intangibles;

                 (xvii)   all Supporting Obligations;

                 (xviii)  all Trademark Licenses;

                 (xix)    all Trademarks;

                 (xx)     all monies now or at any time or times hereafter in
                          the possession or under the control of Agent or any
                          Lender, or a bailee or affiliate of Agent or any
                          Lender;

                 (xxi)    all accessions to, substitutions for and all
                          replacements, products, and cash and non-cash Proceeds
                          of (i) through (xx) above, including, Proceeds of and
                          unearned premiums with respect to insurance policies
                          insuring any of the Collateral and claims against any
                          Person for loss of, damage to, or destruction of any
                          of the Collateral; and

                 (xxii)   all books and records (including customer lists,
                          files, correspondence, tapes, computer programs,
                          print-outs and other computer materials and records)
                          of Grantor pertaining to any of (i) through (xxi)
                          above;

provided that in no event shall there be pledged, nor shall Grantor be required
to pledge, directly or indirectly, more than 65% of any series of the
outstanding Equity Interests of any Foreign Subsidiary.

Notwithstanding anything to the contrary set forth above, the types or items of
Collateral described shall not include any rights or interests in any
Instrument, Contract, Chattel Paper, General Intangible, Patent License or
Trademark License, as such, if under the terms of such Instrument, Contract,
Chattel Paper, General Intangible, Patent License or Trademark License, or
Applicable Law with respect thereto, the valid grant of a security interest or
Lien therein to Agent is prohibited and such prohibition has not been or is not
waived or the consent of the other party to such Instrument, Contract, Chattel
Paper, General Intangible, Patent License or Trademark License has not been or
is not otherwise obtained or under Applicable Law such prohibition cannot be
waived, provided that the foregoing exclusion shall

                                        6



in no way be construed (a) to apply if any such prohibition is unenforceable
under Sections 9-406 or 9-408 of the UCC or other Applicable Law or (b) so as to
limit, impair or otherwise affect Agent's unconditional continuing security
interests in and Liens upon any rights or interests of Grantor in or to monies
due or to become due under any such Instrument, Contract, Chattel Paper, General
Intangible, Patent License or Trademark License (including any Accounts).

          3.     Rights of Agent and Lenders; Limitations on Agent's and
Lenders' Obligations.

                 (a)      No Liability of Agent or Lenders under Accounts or
          Contracts. None of the Agent nor any Lender shall have any obligation
          or liability under any Account (or any agreement giving rise thereto)
          or Contract by reason of or arising out of this Agreement or the
          receipt by the Agent or any such Lender of any payment relating to
          such Account or Contract pursuant hereto, nor shall the Agent or any
          Lender be obligated in any manner to perform any of the obligations of
          Grantor under or pursuant to any Account (or any agreement giving rise
          thereto) or Contract, to make any payment, to make any inquiry as to
          the nature or the sufficiency of any payment received by it or as to
          the sufficiency of any performance by any party under any Account (or
          any agreement giving rise thereto) or Contract, to present or file any
          claim, to take any action to enforce any performance or to collect the
          payment of any amounts which may have been assigned to it or to which
          it may be entitled at any time or times.

                 (b)      Notice to Account Debtors. At any time after the
          occurrence and during the continuance of an Event of Default, Agent
          may (and upon written instructions to do so from the Required Lenders,
          shall) direct Grantor to notify the Account Debtors on the Accounts
          and the parties to the Contracts that the Accounts and Contracts have
          been assigned to the Agent, and that payments in respect thereof shall
          be made directly to the Agent. The Agent may (and, upon written
          instructions to do so from the Required Lenders, shall) in its own
          name or in the name of others communicate with Account Debtors on the
          Accounts and the parties to the Contracts (i) to verify with them to
          its satisfaction the existence, amount and terms of any Accounts or
          Contracts, and (ii) at any time and from time to time after the
          occurrence and during the continuance of an Event of Default, to
          notify such Account Debtors or parties to make all payments owing to
          Grantor directly to Agent for application to the Obligations and to
          collect all amounts owing from any such Account Debtors or parties.

                 (c)      Collections on Accounts. If required by the Agent at
          any time when an Event of Default has occurred and is continuing, any
          payments of Accounts, when collected by Grantor, shall be immediately
          transferred by Grantor to the Agent, subject to disposition by the
          Agent for the account of the Lenders only. Until so turned over, all
          such payments shall be held by Grantor in trust for the benefit of the
          Agent and the Lenders, segregated from other funds of Grantor. All
          Proceeds constituting collections of Accounts while held by the Agent
          (or by Grantor in trust for the benefit of the Agent and the Lenders)
          shall continue to be collateral security for all of the Obligations
          and shall not constitute payment thereof until applied as hereinafter
          provided. At any time when an Event of Default has occurred and is

                                        7



          continuing, at the Agent's election, the Agent shall hold all or any
          part of such funds on account of the Obligations (whether matured or
          unmatured) and may apply such funds to the obligations then due and
          owing, and, except as otherwise may be required under the Credit
          Agreement, any part of such funds which the Agent does not so apply
          shall be paid over from time to time by the Agent to Grantor or to
          whomsoever may be lawfully entitled to receive the same. At any time
          when an Event of Default has occurred and is continuing, at the
          Agent's request, Grantor shall deliver to the Agent all original and
          other documents evidencing, and relating to, the agreements and
          transactions which gave rise to the Accounts, including all statements
          relating to the Accounts.

                 (d)      Deposit Accounts. With respect to the grant of a
          security interest in Grantor's Deposit Accounts, Grantor hereby
          authorizes and directs each such bank or other depository at which
          Grantor maintains a Deposit Account to pay or deliver to the Agent
          upon its written demand therefor made at any time upon the occurrence
          and during the continuation of an Event of Default and without further
          notice to Grantor (such notice being hereby expressly waived), all
          balances in each Deposit Account maintained by Grantor with such bank
          or other depository for application to the Obligations then
          outstanding, and the rights given the Agent in this Section shall be
          cumulative with and in addition to the Agent's other rights and
          remedies in regard to the foregoing property as proceeds of
          Collateral.

          4.     Representations and Warranties. Grantor hereby represents and
warrants that:

                 (a)      Title; No Other Liens. Except for Permitted Liens,
          Grantor owns each item of the Collateral free and clear of any and all
          Liens. No security agreement, financing statement or other public
          notice similar in effect with respect to all or any part of the
          Collateral that has been authorized or executed by the Grantor is on
          file or of record in any public office, except such as may have been
          filed in favor of the Agent, pursuant to this Agreement or any other
          Credit Document, or which are permitted pursuant to the Credit
          Documents.

                 (b)      Perfected First Priority Liens. (i) This Agreement is
          effective to create, as collateral security for the Obligations, valid
          and enforceable Liens on the Collateral in favor of the Agent, except
          with respect to Commercial Tort Claims acquired by Grantor after the
          date hereof, and except as enforceability may be affected by
          bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium and other similar laws relating to or affecting creditor's
          rights generally, general equitable principles (whether considered in
          a proceeding in equity or at law) and an implied covenant of good
          faith and fair dealing. (ii) Except with regard to Liens on Specified
          Assets, upon the completion of the Filings, and the delivery to and
          continuing possession by the Agent of all Instruments, Chattel Paper
          and Documents, Investment Property and monies, a security interest in
          which is perfected by possession, and the obtaining and maintenance of
          "control" (as described in the UCC) by the Agent of all Deposit
          Accounts, Electronic Chattel Paper, Investment Property, and
          Letter-of-Credit Rights, a security interest in which is perfected by
          "control", the Liens created pursuant to this Agreement will
          constitute valid Liens on and (to the extent provided herein)
          perfected security

                                        8



          interests in the Collateral in favor of the Agent, and will be prior
          to all other Liens of all other Persons other than Permitted Liens,
          and enforceable as such as against all other Persons other than
          Ordinary Course Buyers, and except as enforceability may be limited by
          the Assignment of Claims Act and except as enforceability may be
          limited by applicable bankruptcy, insolvency, reorganization,
          moratorium or similar laws affecting the enforcement of creditors'
          rights generally and by general equitable principles (whether
          enforcement is sought by proceedings in equity or at law) or by an
          implied covenant of good faith and fair dealing. As used in this
          Section 4(b)(ii), the following terms shall have the following
          meanings:

                          "Filings": the filing or recording of the Financing
                 Statements, any Patent and Trademark Security Agreement with
                 the U.S. Patent and Trademark Office, any Copyright Security
                 Agreement with the U.S. Copyright Office, and any filings after
                 the Closing Date in any jurisdiction as may be necessary under
                 any Applicable Law.

                          "Financing  Statements":  the financing statements
                 prepared by the Agent naming Grantor as debtor and the Agent as
                 secured party filed on or about the Closing Date in the
                 jurisdictions as may be necessary under any Applicable Law.

                          "Ordinary Course Buyers": (i) with respect to Goods
                 only, buyers in the ordinary course of business to the extent
                 provided in Section 9-320(a) and 9-321 of the UCC, (ii) with
                 respect to General Intangibles only, licensees in the ordinary
                 course of business to the extent provided in Section 9-321 of
                 the UCC as in effect from time to time in the relevant
                 jurisdiction and (iii) any other Person who is entitled to take
                 free of the Lien pursuant to the UCC or other applicable law.

                          "Specified Assets": the following property and assets
                 of Grantor: (1) Patents, Patent Licenses, Trademarks and
                 Trademark Licenses to the extent that Liens thereon cannot be
                 perfected by the filing of financing statements under the UCC
                 or by the filing and acceptance of a Patent and Trademark
                 Security Agreement in the United States Patent and Trademark
                 Office; (2) Collateral for which the perfection of Liens
                 thereon requires filings in or other actions under the laws of
                 jurisdictions outside the United States of America, any State,
                 territory or dependency thereof or the District of Columbia;
                 (3) Commercial Tort Claims acquired by Remington after the date
                 hereof, (4) motor vehicles, (5) monies and (6) goods included
                 in Collateral received by any Person for "sale or return"
                 within the meaning of Section 2-326 of the UCC of the
                 applicable jurisdiction, to the extent of claims of creditors
                 of such Person.

                                        9



                 (c)      Accounts. The places where Grantor keeps its records
          concerning the Accounts are 870 Remington Drive, Madison, North
          Carolina 27025 or such other location or locations of which Grantor
          shall have provided prior written notice to the Agent pursuant to
          Section 5(p).

                 (d)      Consents. Except as set forth in Schedules I and II
          hereto, no consent of any party (other than Grantor) to any Patent
          License or Trademark License constituting Collateral or any obligor in
          respect of any material Account constituting Collateral or which owes
          in the aggregate a material portion of all the Accounts constituting
          Collateral is required, or purports to be required, to be obtained by
          or on behalf of Grantor in connection with the execution, delivery and
          performance of this Agreement that has not been obtained. Each Patent
          License, Trademark License and Account constituting Collateral is in
          full force and effect and constitutes a valid and legally enforceable
          obligation of Grantor and (to the knowledge of Grantor) each other
          party thereto except as enforceability may be limited by bankruptcy,
          insolvency, reorganization, moratorium or similar laws affecting the
          enforcement of creditor's rights generally and by general equitable
          principles (whether enforcement is sought by proceedings in equity or
          at law) and except to the extent the failure of any such Patent
          License, Trademark License or Account constituting Collateral to be in
          full force and effect or valid or legally enforceable could not be
          reasonably expected, in the aggregate, to have a Material Adverse
          Effect on the value of the Collateral. Except as set forth in
          Schedules I and II hereto, no consent or authorization of, filing with
          or other act by or in respect of any Governmental Authority is
          required in connection with the execution, delivery, performance,
          validity or enforceability of any of the Patent Licenses and Trademark
          Licenses and Accounts constituting Collateral by any party thereto
          other than those which have been duly obtained, made or performed and
          are in full force and effect and those the failure of which to make or
          obtain could not be reasonably expected, in the aggregate, to have a
          Material Adverse Effect on the value of the Collateral. Except as set
          forth in Schedules I and II hereto, neither Grantor nor (to the
          knowledge of Grantor) any other party to any Patent License or
          Trademark License or Account constituting Collateral is in default in
          the performance or observance of any of the terms thereof, except for
          such defaults as could not reasonably be expected, in the aggregate,
          to have a Material Adverse Effect on the value of the Collateral. The
          right, title and interest of Grantor in, to and under each Patent
          License and Trademark License and each Account constituting Collateral
          are not subject to any defense, offset, counterclaim or claim which
          could be reasonably expected, either individually or in the aggregate,
          to have a Material Adverse Effect on the value of the Collateral.

                 (e)      Location of Tangible Property. Grantor's Inventory and
          Equipment are kept at the locations listed in Schedule III hereto or
          such other locations of which Grantor shall provide written notice to
          the Agent pursuant to Section 5(p), and after the date hereof at other
          locations to the extent permitted pursuant to Section 8.1.1 of the
          Credit Agreement.

                 (f)      Chief Executive Office. Grantor's chief executive
          office and chief place of business is located at 870 Remington Drive,
          Madison, North Carolina 27025 or such other

                                       10



          location of which Grantor shall have provided written notice to the
          Agent pursuant to Section 5(p).

                 (g)      Farm Products. None of the Collateral constitutes, or
          is the Proceeds of, Farm Products.

                 (h)      Patents and Trademarks. Schedules I and II hereto
          include all Trademarks and Patents owned by Grantor in its own name as
          of the date hereof and all material Trademark Licenses and all
          material Patent Licenses owned by Grantor in its own name as of the
          date hereof.

                 (i)      Governmental Obligors. As of the date hereof, none of
          the obligors on any Accounts, and none of the parties to any
          Contracts, is a Governmental Authority, except for any such Accounts
          or Contracts that are not material in relation to the business of
          Remington and its Subsidiaries, taken as a whole.

                 (j)      Copyrights. As of the date hereof, Grantor does not
          own any Copyrights and is not a party to any Copyright Licenses (other
          than Computer Hardware and Software licenses granted to Grantor in the
          Ordinary Course of Business) which are material to the business of
          Remington and its Subsidiaries, taken as a whole.

Grantor agrees that the foregoing representations and warranties shall be deemed
to have been made by Grantor on and as of each date on which an Revolver Loan is
made by the Lenders to the Borrowers under the Credit Agreement, in each case as
though made on and as of each such date (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, as of such
specific date).

          5.     Covenants. Grantor covenants and agrees with the Agent and the
Lenders and, with respect to Section 5(a), the Agent covenants and agrees with
Grantor, that, from and after the date of this Agreement until the payment in
full of the Obligations (except for contingent obligations of any Obligor under
indemnifications that survive termination of the Revolver Commitments) and the
termination of all Revolver Commitments:

                 (a)      Further Documentation; Pledge of Instruments and
          Chattel Paper. At any time and from time to time, upon the written
          request of the Agent or Grantor, as the case may be, and at the sole
          expense of Grantor, Grantor or the Agent, as the case may be, will
          promptly and duly execute and deliver such further instruments and
          documents and take such further action as the Agent or Grantor may
          reasonably request for the purpose of obtaining or preserving the full
          benefits of this Agreement and of the rights and powers herein
          granted, including the filing of any financing or continuation
          statements under the UCC in effect in any jurisdiction with respect to
          the Liens created hereby, provided that Grantor shall not be required
          to take any action that the Agent would not be entitled to request a
          Borrower to take pursuant to Section 7.4 of the Credit Agreement.
          Grantor also hereby authorizes the Agent to

                                       11



          prepare and file any such financing or continuation statement without
          the signature of Grantor to the extent permitted by Applicable Law.
          The Agent agrees to notify Grantor and Grantor agrees to notify the
          Agent of any financing or continuation statement filed by it pursuant
          to this Section 5(a), provided that any failure to give any such
          notice shall not affect the validity or effectiveness of any such
          filing. Unless an Event of Default shall have occurred and be
          continuing, Grantor shall be entitled to retain possession of all
          Collateral evidenced by any Instrument or Chattel Paper, and shall
          hold all such Collateral in trust for the Agent, and shall not
          commingle any of such Collateral with any other assets of Grantor. In
          the event an Event of Default shall have occurred and be continuing,
          upon the request of the Agent, such Collateral shall be immediately
          delivered to the Agent, duly endorsed in a manner satisfactory to the
          Agent, to be held as Collateral pursuant to this Agreement. Grantor
          shall not permit any other Person to possess any such Collateral other
          than in connection with any sale or other disposition of such
          Collateral as permitted by the Credit Agreement, or as otherwise
          consented to by Agent in writing.

                 (b)      Indemnification. Grantor agrees to pay, and to save
          harmless and defend the Agent and the Lenders from, any and all
          liabilities and reasonable costs and expenses (including reasonable
          legal fees and expenses) (i) with respect to, or resulting from, any
          delay by Grantor in paying, any and all excise, sales or other similar
          taxes which may be payable or determined to be payable with respect to
          any of the Collateral, (ii) with respect to, or resulting from, any
          delay by Grantor in complying with any material requirement of
          Applicable Law with respect to any of the Collateral or (iii) in
          connection with any of the transactions contemplated by this
          Agreement, provided that such indemnity shall not, as to the Agent or
          any Lender, be available to the extent that such liabilities, costs
          and expenses resulted from the gross negligence or willful misconduct
          of the Agent or any Lender. In any suit, proceeding or action brought
          by the Agent or any Lender under any Account for any sum owing
          thereunder, or to enforce any provisions of any Account, Grantor will
          save, indemnify and keep harmless and defend the Agent and such Lender
          from and against all expense, loss or damage suffered by reason of any
          defense, setoff, counterclaim, recoupment or reduction or liability
          whatsoever of the account debtor thereunder, arising out of a material
          breach by Grantor of any obligation thereunder.

                 (c)      Maintenance of Records. Grantor will keep and maintain
          at its own cost and expense reasonably satisfactory and complete
          records of the Collateral, including a record of all payments received
          and all credits granted with respect to the Accounts constituting
          Collateral. For the Agent's and the Lenders' further security, the
          Agent shall have a security interest in all of Grantor's books and
          records pertaining to the Collateral, and Grantor shall permit the
          Agent or its representatives to review such books and records upon
          reasonable advance notice during normal business hours at the location
          where such books and records are kept and at the reasonable request of
          the Agent.

                 (d)      Right of Inspection. Upon reasonable advance notice to
          Grantor and at reasonable intervals, or at any time and from time to
          time after the occurrence and during the

                                       12



          continuance of an Event of Default, the Agent and the Lenders shall
          have reasonable access during normal business hours to all the books,
          correspondence and records of Grantor, and the Agent and the Lenders
          and their respective representatives may examine the same, and to the
          extent reasonable take extracts therefrom and make photocopies
          thereof, and Grantor agrees to render to the Agent and the Lenders, at
          Grantor's reasonable cost and expense, such clerical and other
          assistance as may be reasonably requested with regard thereto. The
          Agent and the Lenders and their respective representatives shall also
          have the right upon reasonable advance notice to Grantor to enter
          during normal business hours into and upon any premises where any of
          Grantor's Inventory or Equipment is located for the purpose of
          inspecting the same, observing its use or otherwise protecting its
          interests therein.

                 (e)      Compliance with Laws, etc. Grantor will comply in all
          material respects with all Applicable Law with respect to the
          Collateral or any part thereof, except to the extent that the failure
          to so comply could not be reasonably expected to have a Material
          Adverse Effect, in the aggregate, on the Agent's or the Lenders'
          rights hereunder, the priority of their Liens on the Collateral or the
          value of the Collateral.

                 (f)      Compliance with Contractual Obligations. Grantor will
          perform and comply in all material respects with all its contractual
          obligations relating to the Collateral, unless (i) such performance or
          compliance is fully excused by breach by the other party or parties
          thereto or (ii) such failure to comply or perform could not be
          reasonably expected, in the aggregate, to have a Material Adverse
          Effect on the value of the Collateral.

                 (g)      Payment of Obligations. Grantor will pay promptly when
          due all taxes, assessments and governmental charges or levies imposed
          upon the Collateral, as well as all claims of any kind (including
          claims for labor, materials and supplies) against or with respect to
          the Collateral, except that no such tax, assessment, charge or levy
          need be paid if (i) the validity thereof is being contested in good
          faith by appropriate proceedings diligently conducted and (ii) such
          tax, assessment, charge or levy is adequately reserved against on
          Grantor's books in accordance with GAAP.

                 (h)      Limitation on Liens on Collateral. Grantor will not
          create, incur or permit to exist, will defend the Collateral against,
          and will take such other action as is reasonably necessary to remove,
          any Lien or material adverse claim on or to any of the Collateral,
          other than the Liens created hereby and other than Permitted Liens,
          and will defend the right, title and interest of the Agent and the
          Lenders in and to any of the Collateral against the claims and demands
          of all Persons whomsoever.

                 (i)      Limitations on Dispositions of Collateral. Without the
          prior written consent of the Agent, Grantor will not sell, assign,
          transfer, exchange or otherwise dispose of, or grant any option with
          respect to, the Collateral, or attempt, offer or contract to do so,
          except with respect to exclusive licenses in the Ordinary Course of
          Business or as permitted by this Agreement or the Credit Documents.

                                       13



                 (j)      Limitations on Modifications, Waivers, Extensions of
          Contracts, Licenses and Accounts. Grantor will not, except in the
          Ordinary Course of Business, amend, modify, terminate or waive any
          provision of any material Trademark License or any agreement giving
          rise to a material Account constituting Collateral in any manner which
          could reasonably be expected to materially adversely affect the value
          of such Trademark License or Account as Collateral.

                 (k)      Limitations on Discounts, Compromises, Extensions of
          Accounts. At all times, Grantor will not, except in the Ordinary
          Course of Business, grant any extension of the time of payment of any
          material Account constituting Collateral, compromise, compound or
          settle the same for less than the full amount thereof, release, wholly
          or partially, any Person liable for the payment thereof, or allow any
          credit or discount whatsoever thereon, unless such extensions,
          compromises, compoundings, settlements, releases, credits or discounts
          are permitted by the Credit Documents.

                 (l)      Maintenance of Equipment. Grantor will maintain each
          material item of its Equipment in good operating condition, ordinary
          wear and tear and immaterial impairments of value and damage by the
          elements excepted, and will provide all maintenance, service and
          repairs necessary for such purpose, except to the extent that the
          failure to do any of the foregoing could not be reasonably expected to
          have a Material Adverse Effect.

                 (m)      Maintenance of Insurance. Grantor will maintain, with
          financially sound and reputable insurance companies, (i) insurance
          (including property insurance) in at least such amounts and against at
          least such risks (but including in any event public liability, product
          liability and business interruption where reasonably obtainable) as
          are usually insured against in the same general area by companies
          engaged in the same or a similar business; and furnish to the Agent,
          upon written request, information in reasonable detail as to the
          insurance carried and (ii) insurance policies relating to Grantor's
          Inventory and Equipment (A) insuring Grantor's Inventory and Equipment
          against loss by fire, explosion, theft and such other casualties as
          are usually insured against by companies engaged in the same or a
          similar business, (B) insuring Grantor against liability for personal
          injury and property damage relating to such Inventory and Equipment,
          (C) providing that no cancellation, material reduction in amount or
          material change in the coverage referred to in clause (A) shall be
          effective until at least 10 days after receipt by the Agent of written
          notice thereof, (D) naming the Agent and the Lenders as additional
          insured parties and (E) being otherwise reasonably satisfactory in all
          material respects to the Agent.

                 (n)      Further Identification of Collateral. Grantor will
          furnish to the Agent and the Lenders from time to time such statements
          and schedules further identifying and describing the Collateral, and
          such other reports in connection with the Collateral, as the Agent may
          reasonably request, all in reasonable detail.

                                       14



                 (o)      Notices. Grantor will advise the Agent and the Lenders
          promptly, in reasonable detail, at their respective addresses set
          forth in the Credit Agreement, (i) of any Lien (other than Permitted
          Liens) on, or material adverse claim asserted against, any of the
          Collateral and (ii) of the occurrence of any other event which could
          reasonably be expected, in the aggregate, to have a Material Adverse
          Effect on the aggregate value of the Collateral or the Liens created
          hereunder.

                 (p)      Changes in Locations, Name, etc. Grantor will not (i)
          change the location of its chief executive office/chief place of
          business from that specified in Section 4(f) or remove its books and
          records from the locations specified in Section 4(c), (ii) except as
          permitted pursuant to Section 8.1.1 of the Credit Agreement, permit
          any of the Inventory or the Equipment to be kept at locations other
          than those listed in Schedule III hereto, unless such Inventory or
          Equipment is conveyed, sold, leased, transferred, assigned or
          otherwise disposed of as permitted by Section 10.2.9 of the Credit
          Agreement or (iii) change its name, identity or corporate structure to
          such an extent that any financing statement filed by the Agent in
          connection with this Agreement would become seriously misleading,
          unless Grantor shall have complied with the following: (A) with
          respect to clause (i) and (ii) above, Grantor shall have given the
          Agent prior written notice thereof, (B) with respect to clause (iii)
          above, Grantor (x) shall have given the Agent at least 30 days' prior
          written notice thereof and (y) prior to effecting any such change,
          shall have taken such actions as may be necessary or, upon the
          reasonable request of the Agent, advisable to continue the perfection
          and priority of the Liens granted pursuant hereto; provided in each
          case under clause (B)(y), that the Agent shall have taken all actions
          required by Section 5(a) hereof in connection with such actions of
          Grantor.

                 (q)      Copyrights. Grantor will not own nor at any time in
          the future acquire any right, title or interest in or to any Copyright
          or Copyright License which is material to the business of Grantor and
          its Subsidiaries, taken as a whole, other than (i) with respect to
          Computer Hardware and Software licenses or other Copyright licenses
          granted to Grantor in the Ordinary Course of Business, (ii) in
          connection with any rights of Grantor in respect of security interests
          in collateral or (iii) with respect to which (A) the Agent shall have
          been given prior written notice of the acquisition of any right, title
          or interest therein or thereto and (B) if reasonably requested by the
          Agent, a security agreement reasonably satisfactory to the Agent shall
          have been executed by Grantor.

                 (r)      Commercial Tort Claims. If Grantor shall at any time
          hold or acquire a Commercial Tort Claim, Grantor shall promptly notify
          Agent in a writing signed by Grantor of the brief details thereof and
          grant to Agent in such writing a security interest therein and in the
          proceeds thereof, all upon the terms of this Agreement, with such
          writing to be in form and substance satisfactory to Agent.

          6.     Agent's Appointment as Attorney-in-Fact.

                                       15



                 (a)      Powers. Grantor hereby irrevocably constitutes and
          appoints the Agent and any officer or agent thereof, with full power
          of substitution, as its true and lawful attorney-in-fact with full
          irrevocable power and authority in the place and stead of Grantor and
          in the name of Grantor or in its own name, from time to time in the
          Agent's discretion, for the purpose of carrying out the terms of this
          Agreement, to take any and all appropriate action and to execute any
          and all documents and instruments which may be necessary or desirable
          to accomplish the purposes of this Agreement, and, without limiting
          the generality of the foregoing, Grantor hereby gives the Agent the
          power and right, on behalf of Grantor, without notice to or assent by
          Grantor, to do the following at any time when any Event of Default
          shall have occurred and be continuing, and to the extent permitted by
          Applicable Law:

                          (i) in the name of Grantor or its own name, or
                 otherwise, to take possession of and indorse and collect any
                 checks, drafts, notes, acceptances or other instruments for the
                 payment of moneys due under any Account, Contract, Instrument
                 or General Intangible (to the extent any of the foregoing
                 constitute Collateral) or with respect to any other Collateral
                 and to file any claim or to take any other action or institute
                 any proceeding in any court of law or equity or otherwise
                 deemed appropriate by the Agent for the purpose of collecting
                 any and all such moneys due under any such Account, Contract,
                 Instrument or General Intangible or with respect to any such
                 other Collateral whenever payable;

                          (ii) to pay or discharge taxes and Liens levied or
                 placed on the Collateral, other than Permitted Liens, to effect
                 any repairs or any insurance required by the terms of this
                 Agreement and to pay all or any part of the premiums therefor
                 and the costs thereof; and

                          (iii)(A) to direct any party liable for any payment
                 with respect to any of the Collateral to make payment of any
                 and all moneys due or to become due thereunder directly to the
                 Agent or as the Agent shall direct; (B) to ask for, or demand,
                 collect, receive payment of and receipt for, any and all
                 moneys, claims and other amounts due or to become due at any
                 time in respect of or arising out of any Collateral; (C) to
                 sign and indorse any invoices, freight or express bills, bills
                 of lading, storage or warehouse receipts, drafts against
                 debtors, assignments, verifications, notices and other
                 documents in connection with any of the Collateral; (D) to
                 commence and prosecute any suits, actions or proceedings at law
                 or in equity in any court of competent jurisdiction to collect
                 the Collateral or any thereof and to enforce any other right in
                 respect of any Collateral; (E) to defend any suit, action or
                 proceeding brought against Grantor with respect to any of the
                 Collateral; (F) to settle, compromise or adjust any suit,
                 action or proceeding described in clause (E) above and, in
                 connection therewith, to give such discharges or releases as
                 the Agent may deem appropriate; (G) subject to any pre-existing
                 rights or licenses, to assign

                                       16



                 any Patent or Trademark (along with the goodwill of the
                 business to which any such Patent or Trademark pertains), for
                 such term or terms, on such conditions, and in such manner, as
                 the Agent shall in its sole discretion determine; and (H)
                 generally, to sell, transfer, pledge and make any agreement
                 with respect to or otherwise deal with any of the Collateral as
                 fully and completely as though the Agent were the absolute
                 owner thereof for all purposes, and to do, at the Agent's
                 option and Grantor's expense, at any time, or from time to
                 time, all acts and things which the Agent deems necessary to
                 protect, preserve or realize upon the Collateral and the
                 Agent's Liens thereon and to effect the intent of this
                 Agreement, all as fully and effectively as Grantor might do.

          Grantor hereby ratifies all that said attorneys shall lawfully do or
          cause to be done by virtue hereof. This power of attorney is a power
          coupled with an interest and shall be irrevocable until payment in
          full of the Obligations (except for contingent obligations of any
          Obligor under indemnifications that survive termination of the
          Revolver Commitments) and the termination of all the Revolver
          Commitments.

                 (b)      Other Powers. Grantor also authorizes the Agent, from
          time to time if an Event of Default shall have occurred and be
          continuing, to execute, in connection with any sale provided for in
          Section10 hereof, any endorsements, assignments or other instruments
          of conveyance or transfer with respect to the Collateral.

                 (c)      No Duty on the Part of Agent or Lenders. The powers
          conferred on the Agent and the Lenders hereunder are solely to protect
          the Agent's and the Lenders' interests in the Collateral and shall not
          impose any duty upon the Agent or any Lender to exercise any such
          powers. The Agent and the Lenders shall be accountable only for
          amounts that they actually receive as a result of the exercise of such
          powers, and neither they nor any of their officers, directors,
          employees or agents shall be responsible to Grantor for any act or
          failure to act hereunder, except for their own gross negligence or
          willful misconduct.

          7.     Performance by Agent of Grantor's Obligations. If Grantor fails
to perform or comply with any of its agreements contained herein and the Agent,
as provided for by the terms of this Agreement, shall itself perform or comply,
or otherwise cause performance or compliance, with such agreement, the
reasonable expenses of the Agent incurred in connection with such performance or
compliance, together with interest thereon at the Default Rate shall be payable
by Grantor to the Agent on demand and shall constitute Obligations secured
hereby.

          8.     Proceeds. It is agreed that if an Event of Default shall occur
and be continuing, (a) all Proceeds of any Collateral received by Grantor
consisting of cash, checks and other near-cash items shall be held by Grantor in
trust for the Agent and the Lenders, segregated from other funds of Grantor, and
at the request of the Agent shall, forthwith upon receipt by Grantor, be turned
over to the Agent in the exact form received by Grantor (duly indorsed by
Grantor to the Agent, if required by the

                                       17



Agent), and (b) any and all such Proceeds received by the Agent (whether from
Grantor or otherwise) may, in the sole discretion of the Agent, be held by the
Agent, as collateral security for the Obligations (whether matured or
unmatured), and then or at any time thereafter may be applied by the Agent
against, the Obligations then due and owing. Any balance of such Proceeds
remaining after the payment in full of the Obligations (except for contingent
obligations of any Obligor under indemnifications that survive termination of
the Revolver Commitments) and the termination of all the Revolver Commitments,
shall be paid over to Grantor or to whomsoever may be lawfully entitled to
receive the same.

          9.     Events of Default. It is understood and agreed that an event of
default shall be deemed to have occurred under this Agreement, and Agent shall
be entitled to take such actions as are elsewhere provided herein, in the event
that an Event of Default under and (as defined in) the Credit Agreement or any
of the other Credit Documents shall have occurred.

          10.    Remedies. If an Event of Default shall occur and be continuing,
the Agent may (and upon written instructions to do so from the Required Lenders,
shall) exercise all rights and remedies of a secured party under the UCC,
together with every right and remedy available to Agent, under any other
Applicable Law, and, to the extent permitted by Applicable Law, all other rights
and remedies granted to them in this Agreement and in any other instrument or
agreement securing, evidencing or relating to the Obligations. Without limiting
the generality of the foregoing, the Agent, without demand of performance or
other demand, presentment, protest, advertisement or notice of any kind (except
any notice required by law referred to below) to or upon Grantor or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may (and upon written instructions to do so from the Required
Lenders, shall) in such circumstances, to the extent permitted by Applicable
Law, forthwith collect, receive, appropriate and realize upon the Collateral, or
any part thereof, and may forthwith sell, lease, assign, give option or options
to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), whether on Grantor's premises
or elsewhere, but subject to any pre-existing rights or licenses, in one or more
parcels at public or private sale or sales, at any exchange, broker's board or
office of the Agent or any Lender or elsewhere upon such terms and conditions as
it may deem advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit risk. The Agent
or any Lender shall have the right, to the extent permitted by Applicable Law,
upon any such sale or sales, to purchase the whole or any part of the Collateral
so sold, free of any right or equity of redemption in Grantor, which right or
equity is hereby waived or released. Grantor further agrees, at the Agent's
request, upon the occurrence and during the continuance of an Event of Default,
to assemble the Collateral and make it available to the Agent at places which
the Agent shall reasonably select, whether at Grantor's premises or elsewhere.
Alternatively, Agent may peaceably by its own means or with judicial assistance
enter Grantor's premises and take possession of the Collateral or dispose of the
Collateral on Grantor's premises without resistance or interference by Grantor.
The Agent shall apply the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all reasonable
costs and expenses of every kind incurred therein or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the Collateral or
the rights of the Agent and the Lenders

                                       18



hereunder, including reasonable attorneys' fees and disbursements, to the
payment in whole or in part of the Obligations then due and owing, and only
after such application and after the payment by the Agent of any other amount
required by any provision of Applicable Law, need the Agent account for the
surplus, if any, to Grantor. To the extent permitted by Applicable Law, Grantor
waives all claims, damages and demands it may acquire against the Agent or any
Lender arising out of the repossession, retention or sale of the Collateral,
other than any such claims, damages and demands that may arise from the gross
negligence or willful misconduct of any of them. If any notice of a proposed
sale or other disposition of Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least 10 days before such sale
or other disposition. Grantor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay the then outstanding Obligations, including the reasonable fees and
disbursements of any attorneys employed by the Agent or any Lender to collect
such deficiency.

          11.    Limitation on Duties Regarding Preservation of Collateral. The
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the UCC
or otherwise, shall be to deal with it in the same manner as the Agent deals
with similar property for its own account. Except as provided in the foregoing
sentence or elsewhere herein or in any other Credit Document, neither the Agent
nor any Lender shall be liable or responsible to Grantor in any way for the
safeguarding of any of the Collateral, for any loss or damage thereto, for any
diminution in the value thereof, or for any act or default of any carrier,
warehouseman, forwarding agency, or other person whomsoever, but the same shall
be at all times at Grantor's risk.

          12.    Waivers. In addition to the other waivers contained herein and
in any other Credit Document, Grantor hereby expressly waives, to the extent
permitted by Applicable Law: demand, protest, notice of protest, notice of
default or dishonor, notice of payments and nonpayments, or of any default,
release, compromise, settlement, extension or renewal of all commercial paper,
instruments or guaranties at any time held by Agent or any of the Lenders on
which Grantor may in any way be liable; notice or hearing in connection with,
and the requirement to post a bond as a condition to, the issuance of an
immediate writ of possession with respect to any of the Collateral; any
requirement that the Agent or any of the Lenders protect, secure, perfect or
insure any Lien or any property subject thereto or exhaust any right or take any
action against any Obligor or any other Person or any Collateral, including any
rights any Obligor may otherwise have under the New York General Obligations
Law; and notice of any action taken by the Agent, in each case unless expressly
required by this Agreement, any other Credit Document or by Applicable Law.

          13.    Powers Coupled with an Interest. All authorizations and
agencies herein contained with respect to the Collateral are powers coupled with
an interest and are irrevocable until payment in full of the Obligations (except
for contingent obligations of any Obligor under indemnifications that survive
termination of the Revolver Commitments) and the termination of all Revolver
Commitments.

          14.    Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or

                                       19



unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

          15.    Section Headings. The section headings used in this Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.

          16.    No Waiver; Cumulative Remedies. Neither the Agent nor any
Lender shall by any act (except by a written instrument pursuant to Section 17
hereof), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Default or Event of
Default or in any breach of any of the terms and conditions hereof. No failure
to exercise, nor any delay in exercising, on the part of the Agent or any
Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Agent or any Lender of
any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which the Agent or such Lender would otherwise have
on any future occasion. The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any rights or
remedies provided by law.

          17.    Amendments in Writing; No Waiver; Cumulative Remedies;
Successors and Assigns. None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by Grantor and the Agent. This Agreement shall be binding
upon the successors and assigns of Grantor and shall inure to the benefit of the
Agent and the Lenders and their respective successors and assigns, except that
Grantor may not assign, transfer or delegate any of its rights or obligations
under this Agreement without the prior written consent of the Agent.

          18.    Notices. All notices, requests and demands to or upon the
respective parties hereto shall be made in accordance with Section 15.9 of the
Credit Agreement, and if to Grantor shall be sent to:

                       RA Brands, L.L.C.
                       c/o Remington Arms Company, Inc.
                       870 Remington Drive
                       Madison, North Carolina 27025
                       Attention:  Mr. Mark Little, VP, Chief Financial Officer
                       Telecopy No.: (336) 548-7779

                                       20



                       With a copy to:
                       -------------------------------

                       Clayton, Dubilier & Rice, Inc.
                       375 Park Avenue
                       New York, New York 10152
                       Attention:  Mr. Michael Babiarz
                       Telecopy No.: (212) 893-7050

                       and

                       Debevoise & Plimption
                       919 Third Avenue
                       New York, New York 10022
                       Attention: William B. Beekman, Esq.
                       Telecopy No.: (212) 909-6836

          19.    Authority of Agent. Grantor acknowledges that the rights and
responsibilities of the Agent under this Agreement with respect to any action
taken by the Agent or the exercise or non-exercise by the Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as among the Agent and the
Lenders, be governed by the Credit Documents and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Agent and Grantor, the Agent shall be conclusively presumed to be acting as
agent for the Lenders with full and valid authority so to act or refrain from
acting, and Grantor shall not be under any obligation to make any inquiry
respecting such authority.

          20.    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW); PROVIDED, HOWEVER, THAT IF ANY COLLATERAL
SHALL BE LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE LAWS OF SUCH
JURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF
AGENT'S LIEN UPON COLLATERAL AND THE ENFORCEMENT OF AGENT'S OTHER REMEDIES OF
COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM
OR INCONSISTENT WITH THE LAWS OF THE STATE OF NEW YORK. NOTWITHSTANDING THE
FOREGOING PROVISION FOR THE NOTICE AND SALE OF COLLATERAL UNDER THE LAW OF THE
SITUS, IT IS THE PARTIES' INTENTION THAT NEW YORK LAW CONTROL THE OBLIGATIONS OF
GRANTOR UNDER THE CREDIT DOCUMENTS AND THE ENFORCEMENT OF THE SAME SUCH THAT,
FOR EXAMPLE, GRANTOR AGREES AND ACKNOWLEDGES THAT PURSUANT TO NEW YORK LAW
GRANTOR SHALL BE LIABLE FOR A DEFICIENCY JUDGMENT NOTWITHSTANDING THE SALE OF
REAL PROPERTY COLLATERAL UNDER A POWER OF SALE AND FURTHER

                                       21



THAT LENDERS OR AGENT MAY, AT THEIR ELECTION, SEEK A MONEY JUDGMENT UNDER THE
CREDIT DOCUMENTS WITHOUT FIRST EXHAUSTING ALL COLLATERAL SECURING THE
OBLIGATIONS THEREUNDER.

          21.    Release of Collateral and Termination.

                 (a)      At such time as the payment in full of the Obligations
          (except for contingent obligations of any Obligor under
          indemnifications that survive termination of the Revolver Commitments)
          and the termination of all Revolver Commitments shall have occurred,
          the Collateral shall be released from the Liens created hereby, and
          this Agreement and all obligations (other than those expressly stated
          to survive such termination) of the Agent and Grantor hereunder shall
          terminate, all without delivery of any instrument or performance of
          any act by any party, and all rights to the Collateral shall revert to
          Grantor. Upon request of Grantor following any such termination, the
          Agent shall deliver (at the sole cost and expense of Grantor) to
          Grantor any Collateral held by the Agent hereunder, and execute and
          deliver (at the sole cost and expense of Grantor) to Grantor such
          documents as Grantor shall reasonably request to evidence such
          termination.

                 (b)      If any of the Collateral shall be sold, transferred or
          otherwise disposed of by Grantor in a transaction permitted by the
          Credit Agreement, then the Agent shall execute and deliver to Grantor
          (at the sole cost and expense of Grantor) all releases or other
          documents reasonably necessary or desirable for the release of the
          Liens created hereby on such Collateral.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                       22



          IN WITNESS WHEREOF, Grantor has caused this Agreement to be duly
executed and delivered as of the date first above written.

                                 RA BRANDS, L.L.C.

                                 By: /s/  Thomas Millner
                                     ----------------------------------------
                                 Name:  Thomas Millner
                                       --------------------------------------
                                 Title: President
                                       --------------------------------------

                                       23



                                 ACKNOWLEDGED AND AGREED AS OF THE
                                 DATE HEREOF BY:

                                 WACHOVIA BANK, NATIONAL ASSOCIATION,
                                 as Agent

                                 By: /s/  Brian R. O'Fallon
                                     ----------------------------------------
                                 Name:  Brian R. O'Fallon
                                       --------------------------------------
                                 Title: Director
                                       --------------------------------------

                                       24

EX-10.21

                                                                   EXHIBIT 10.21

                          SUBSIDIARY SECURITY AGREEMENT

          THIS SECURITY AGREEMENT, dated January 24, 2003, is made by RBC
HOLDING, INC., a Delaware corporation ("Grantor"), in favor of WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association with an office at 301 South
College Street, 6th Floor, Charlotte, North Carolina 28288, in its capacity as
administrative and collateral agent (together with its successors in such
capacities, the "Agent") for various financial institutions ("Lenders") from
time to time parties to that certain Credit Agreement dated January 24, 2003 (as
the same may be amended, supplemented, waived or otherwise modified from time to
time, the "Credit Agreement"), among Remington Arms Company, Inc. ("Remington"),
RA Factors, Inc. ("Factors", together with Remington, the "Borrowers"), the
Agent, Fleet Capital Corporation, in its capacity as syndication agent, National
City Commercial Finance, Inc., in its capacity as documentation agent, and the
Lenders.

                              W I T N E S S E T H :

          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make Revolver Loans and provide other financial accommodations to the Borrowers
upon the terms and subject to the conditions set forth therein; and

          WHEREAS, Grantor has executed and delivered a Subsidiary Guaranty in
favor of Agent (the "Subsidiary Guaranty"), pursuant to which Grantor has
guaranteed the payment and performance of all of the indebtedness, liabilities
and other obligations of Borrowers under the Credit Documents to Agent and
Lenders; and

          WHEREAS, it is a condition precedent to the obligations of the Lenders
to make Revolver Loans and provide other financial accommodations to the
Borrowers under the Credit Agreement that Grantor shall have executed and
delivered this Agreement to the Agent for its benefit and the ratable benefit of
the Lenders;

          NOW, THEREFORE, in consideration of the premises and to induce the
Agent and the Lenders to enter into the Credit Agreement and to induce the
Lenders to make Revolver Loans and provide other financial accommodations to the
Borrowers thereunder, Grantor hereby agrees with the Agent, for its benefit and
the ratable benefit of the Lenders, as follows:

          1.     Defined Terms.

          (a)    Unless otherwise defined herein, capitalized terms defined in
the Credit Agreement are used herein as defined therein. The following terms are
used herein as defined in the UCC in effect from time to time: Accounts, Chattel
Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel
Paper, Equipment, Farm Products, Financial Assets, Fixtures, General
Intangibles,

                                        1



Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights,
Payment Intangibles, Proceeds, Software and Supporting Obligations. The
following terms shall have the following meanings:

                 "Agreement": this Subsidiary Security Agreement, as the same
          may be amended, supplemented, waived or otherwise modified from time
          to time.

                 "Collateral": as defined in Section 2 of this Agreement.

                 "Computer Hardware and Software": all rights of Remington
          (including rights as licensee and lessee) with respect to (i) computer
          and other electronic data processing hardware, including all
          integrated computer systems, central processing units, memory units,
          display terminals, printers, computer elements, card readers, tape
          drives, hard and soft disc drives, cables, electrical supply hardware,
          generators, power equalizers, accessories, peripheral devices and
          other related computer hardware; (ii) all Software and all software
          programs designed for use on the computers and electronic data
          processing hardware described in clause (i) above, including all
          operating system software, utilities and application programs in any
          form (service code and object code in magnetic tape, disc or hard copy
          format or any other listings whatsoever); (iii) any firmware
          associated with any of the foregoing; (iv) any documentation for
          hardware, Software and firmware described in clauses (i), (ii) and
          (iii) above, including flow charts, logic diagrams, manuals,
          specifications, training materials, charts and pseudo codes; and all
          rights with respect thereto, including any and all licenses, options,
          warrants, service contracts, program services, test rights,
          maintenance rights, support rights, improvement rights, renewal rights
          and indemnifications, and any substitutions, replacements, additions
          or model conversions of any of the foregoing.

                 "Contracts": all contracts, agreements, instruments and
          indentures in any form, and portions thereof, to which Grantor is a
          party, or under which Grantor has any right, title or interest, or to
          which Grantor or any property of Grantor is subject, as the same may
          from time to time be amended, supplemented or otherwise modified,
          including, (a) all rights of Grantor to receive moneys due and to
          become due to Grantor thereunder or in connection therewith, (b) all
          rights of Grantor to damages arising out of, or for, breach or default
          in respect thereof and (c) all rights of Grantor to perform and to
          exercise all remedies thereunder.

                 "Copyright Licenses": all United States written license
          agreements to which Grantor is a party with any other Person in
          connection with any of the Copyrights or such other Person's
          copyrights, whether Grantor is a licensor or a licensee under any such
          license agreement, subject, in each case, to the terms of such license
          agreements, and the right to prepare for sale, sell and advertise for
          sale, all Inventory now or hereafter covered by such licenses.

                                        2



                 "Copyrights": all United States copyrights, whether or not the
          underlying works of authorship have been published, and whether or not
          the copyrights have been registered, copyright registrations and
          applications, and all works of authorship and other intellectual
          property rights therein, including (a) all renewals thereof, (b) all
          income, royalties, damages and other payments now and hereafter due or
          payable with respect thereto (including payments under all licenses
          entered into in connection therewith, and damages and payments for
          past or future infringements thereof), (c) the right to sue for past,
          present and future infringements and misappropriations thereof, and
          (d) all rights corresponding thereto throughout the world and all
          other rights of any kind whatsoever of Grantor accruing thereunder or
          pertaining thereto.

                 "Obligations": (a) all indebtedness, liabilities and
          obligations of Grantor to Agent and Lenders of every kind and
          description, whether direct or indirect, joint or several, absolute or
          contingent, due or to become due, now existing or hereafter arising
          under any of the Credit Documents and (b) all indebtedness,
          liabilities and obligations now or hereafter owing by the Borrowers
          under any of the Credit Documents.

                 "Patent License": all United States written license agreements
          to which Grantor is a party with any other Person in connection with
          any of the Patents or such other Person's patents, whether Grantor is
          a licensor or a licensee under any such license agreement, including
          the license agreements listed in Schedule II attached hereto and made
          a part hereof, subject, in each case, to the terms of such license
          agreements, and the right to prepare for sale, sell and advertise for
          sale, all Inventory now or hereafter covered by such licenses.

                 "Patents": all United States patents, patent applications and
          patentable inventions, including all patents and patent applications
          identified in Schedule II attached hereto and made a part hereof, and
          including (a) all inventions and improvements described and claimed
          therein, and patentable inventions, (b) the right to sue or otherwise
          recover for any and all past, present and future infringements and
          misappropriations thereof, (c) all income, royalties, damages and
          other payments now and hereafter due or payable with respect thereto
          (including payments under all licenses entered into in connection
          therewith, and damages and payments for past or future infringements
          thereof), and (d) all rights corresponding thereto in the United
          States and all reissues, divisions, continuations,
          continuations-in-part, substitutes, renewals, and extensions thereof,
          all improvements thereon, and all other rights of any kind whatsoever
          of Grantor accruing thereunder or pertaining thereto.

                 "Permitted Liens": Liens permitted pursuant to Section 10.2.5
          of the Credit Agreement or as otherwise expressly permitted to exist
          under any of the Credit Documents.

                                        3



                 "Trademark License": all United States written license
          agreements to which Grantor is a party with any other Person in
          connection with any of the Trademarks or such other Person's names or
          trademarks, whether Grantor is a licensor or a licensee under any such
          license agreement, including the license agreements listed in Schedule
          I attached hereto and made a part hereof, subject, in each case, to
          the terms of such license agreements, and the right to prepare for
          sale, sell and advertise for sale, all Inventory now or hereafter
          covered by such licenses.

                 "Trademarks": all United States trademarks, service marks,
          trade names, trade dress or other indicia of trade origin, trademark
          and service mark registrations, and applications for trademark or
          service mark registrations (except for "intent to use" applications
          for trademark or service mark registrations filed pursuant to Section
          1(b) of the Lanham Act, unless and until an Amendment to Allege Use or
          a Statement of Use under Sections 1(c) and 1(d) of said Act has been
          filed), and any renewals thereof, including each registration and
          application identified in Schedule I attached hereto and made a part
          hereof, and including (a) the right to sue or otherwise recover for
          any and all past, present and future infringements and
          misappropriations thereof, (b) all income, royalties, damages and
          other payments now and hereafter due or payable with respect thereto
          (including payments under all licenses entered into in connection
          therewith, and damages and payments for past or future infringements
          thereof), and (c) all rights corresponding thereto in the United
          States and all other rights of any kind whatsoever of Grantor accruing
          thereunder or pertaining thereto, together in each case with the
          goodwill of the business connected with the use of, and symbolized by,
          each such trademark, service mark, trade name, trade dress or other
          indicia of trade origin.

                 "UCC": the Uniform Commercial Code (or any successor statute)
          as adopted and in force in the State of New York or, when the laws of
          any other state govern the method or manner of the perfection or
          enforcement of any security interest in any of the Collateral, the
          Uniform Commercial Code (or any successor statute) of such state.

                 "Work": any work which is subject to copyright protection
          pursuant to Title 17 of the United States Code.

                 (b)    Certain Matters of Construction: The terms "herein,"
          "hereof" and "hereunder" and other words of similar import when used
          in this Agreement shall refer to this Agreement as a whole and not to
          any particular section, paragraph or subdivision. Any pronoun used
          shall be deemed to cover all genders. All references to statutes and
          related regulations shall include any amendments of same and any
          successor statutes and regulations; any of the Credit Documents shall
          include any and all amendment or modifications thereto and any and all
          restatements, extensions or renewals thereof; to any Person shall mean
          and include the successors and permitted assigns of such Person; to
          "including" and "include" shall be understood to mean

                                        4



          "including, without limitation." A Default or an Event of Default
          shall be deemed to exist at all times during the period commencing on
          the date that such Default or Event of Default occurs to the date on
          which such Default or Event of Default is waived in writing pursuant
          to this Agreement or, in the case of a Default, is cured within any
          period of cure expressly provided in this Agreement or the applicable
          Credit Document; and an Event of Default shall "continue" or be
          "continuing" until such Event of Default has been waived in writing by
          Agent. Any Lien referred to in this Agreement or any of the other
          Credit Documents as having been created in favor of Agent, any
          agreement entered into by Agent pursuant to this Agreement or any of
          the other Credit Documents, any payment made by or to or funds
          received by Agent pursuant to or as contemplated by any of the Credit
          Documents, or any other act taken or omitted to be taken by Agent
          shall, unless otherwise expressly provided, be created, entered into,
          made or received, or taken or omitted for its benefit and the benefit
          or account of the Lenders.

          2.     Grant of Security Interest. As collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations, Grantor hereby
assigns, pledges and grants, subject to existing licenses to use Patents or
Trademarks granted by Grantor in the ordinary course of business, to the Agent a
security interest in and Lien on all of the following property now owned or at
any time hereafter acquired by Grantor or in which Grantor now has or at any
time in the future may acquire any right, title or interest (collectively, the
"Collateral"):

                 (i)      all Accounts;

                 (ii)     all Chattel Paper, including all Electronic Chattel
                          Paper;

                 (iii)    all Commercial Tort Claims;

                 (iv)     all Computer Hardware and Software;

                 (v)      all Contracts;

                 (vi)     all Deposit Accounts;

                 (vii)    all Documents;

                 (viii)   all Financial Assets;

                 (ix)     all General Intangibles;

                 (x)      all Goods, including all Equipment and all Inventory;

                                        5



                 (xi)     all Instruments;

                 (xii)    all Investment Property;

                 (xiii)   all Letter-of-Credit Rights

                 (xiv)    all Patent Licenses;

                 (xv)     all Patents;

                 (xvi)    all Payment Intangibles;

                 (xvii)   all Supporting Obligations;

                 (xviii)  all Trademark Licenses;

                 (xix)    all Trademarks;

                 (xx)     all monies now or at any time or times hereafter in
                          the possession or under the control of Agent or any
                          Lender, or a bailee or affiliate of Agent or any
                          Lender;

                 (xxi)    all accessions to, substitutions for and all
                          replacements, products, and cash and non-cash Proceeds
                          of (i) through (xx) above, including, Proceeds of and
                          unearned premiums with respect to insurance policies
                          insuring any of the Collateral and claims against any
                          Person for loss of, damage to, or destruction of any
                          of the Collateral; and

                 (xxii)   all books and records (including customer lists,
                          files, correspondence, tapes, computer programs,
                          print-outs and other computer materials and records)
                          of Grantor pertaining to any of (i) through (xxi)
                          above;

provided that in no event shall there be pledged, nor shall Grantor be required
to pledge, directly or indirectly, more than 65% of any series of the
outstanding Equity Interests of any Foreign Subsidiary.

Notwithstanding anything to the contrary set forth above, the types or items of
Collateral described shall not include any rights or interests in any
Instrument, Contract, Chattel Paper, General Intangible, Patent License or
Trademark License, as such, if under the terms of such Instrument, Contract,
Chattel Paper, General Intangible, Patent License or Trademark License, or
Applicable Law with respect thereto, the valid grant of a security interest or
Lien therein to Agent is prohibited and such prohibition has not been or is not
waived or the consent of the other party to such Instrument, Contract, Chattel
Paper, General Intangible, Patent License or Trademark License has not been or
is not otherwise obtained or

                                        6



under Applicable Law such prohibition cannot be waived, provided that the
foregoing exclusion shall in no way be construed (a) to apply if any such
prohibition is unenforceable under Sections 9-406 or 9-408 of the UCC or other
Applicable Law or (b) so as to limit, impair or otherwise affect Agent's
unconditional continuing security interests in and Liens upon any rights or
interests of Grantor in or to monies due or to become due under any such
Instrument, Contract, Chattel Paper, General Intangible, Patent License or
Trademark License (including any Accounts).

          3.     Rights of Agent and Lenders; Limitations on Agent's and
Lenders' Obligations.

                 (a)    No Liability of Agent or Lenders under Accounts or
          Contracts. None of the Agent nor any Lender shall have any obligation
          or liability under any Account (or any agreement giving rise thereto)
          or Contract by reason of or arising out of this Agreement or the
          receipt by the Agent or any such Lender of any payment relating to
          such Account or Contract pursuant hereto, nor shall the Agent or any
          Lender be obligated in any manner to perform any of the obligations of
          Grantor under or pursuant to any Account (or any agreement giving rise
          thereto) or Contract, to make any payment, to make any inquiry as to
          the nature or the sufficiency of any payment received by it or as to
          the sufficiency of any performance by any party under any Account (or
          any agreement giving rise thereto) or Contract, to present or file any
          claim, to take any action to enforce any performance or to collect the
          payment of any amounts which may have been assigned to it or to which
          it may be entitled at any time or times.

                 (b)    Notice to Account Debtors. At any time after the
          occurrence and during the continuance of an Event of Default, Agent
          may (and upon written instructions to do so from the Required Lenders,
          shall) direct Grantor to notify the Account Debtors on the Accounts
          and the parties to the Contracts that the Accounts and Contracts have
          been assigned to the Agent, and that payments in respect thereof shall
          be made directly to the Agent. The Agent may (and, upon written
          instructions to do so from the Required Lenders, shall) in its own
          name or in the name of others communicate with Account Debtors on the
          Accounts and the parties to the Contracts (i) to verify with them to
          its satisfaction the existence, amount and terms of any Accounts or
          Contracts, and (ii) at any time and from time to time after the
          occurrence and during the continuance of an Event of Default, to
          notify such Account Debtors or parties to make all payments owing to
          Grantor directly to Agent for application to the Obligations and to
          collect all amounts owing from any such Account Debtors or parties.

                 (c)    Collections on Accounts. If required by the Agent at any
          time when an Event of Default has occurred and is continuing, any
          payments of Accounts, when collected by Grantor, shall be immediately
          transferred by Grantor to the Agent, subject to disposition by the
          Agent for the account of the Lenders only. Until so turned over, all
          such payments shall be held by Grantor in trust for the benefit of the
          Agent and the Lenders, segregated from other funds of Grantor. All
          Proceeds constituting collections of Accounts while held by the Agent
          (or by Grantor in trust for the benefit of the Agent and the Lenders)
          shall continue to be collateral security for all of the Obligations
          and shall not constitute payment thereof until

                                        7



          applied as hereinafter provided. At any time when an Event of Default
          has occurred and is continuing, at the Agent's election, the Agent
          shall hold all or any part of such funds on account of the Obligations
          (whether matured or unmatured) and may apply such funds to the
          obligations then due and owing, and, except as otherwise may be
          required under the Credit Agreement, any part of such funds which the
          Agent does not so apply shall be paid over from time to time by the
          Agent to Grantor or to whomsoever may be lawfully entitled to receive
          the same. At any time when an Event of Default has occurred and is
          continuing, at the Agent's request, Grantor shall deliver to the Agent
          all original and other documents evidencing, and relating to, the
          agreements and transactions which gave rise to the Accounts, including
          all statements relating to the Accounts.

                 (d)    Deposit Accounts. With respect to the grant of a
          security interest in Grantor's Deposit Accounts, Grantor hereby
          authorizes and directs each such bank or other depository at which
          Grantor maintains a Deposit Account to pay or deliver to the Agent
          upon its written demand therefor made at any time upon the occurrence
          and during the continuation of an Event of Default and without further
          notice to Grantor (such notice being hereby expressly waived), all
          balances in each Deposit Account maintained by Grantor with such bank
          or other depository for application to the Obligations then
          outstanding, and the rights given the Agent in this Section shall be
          cumulative with and in addition to the Agent's other rights and
          remedies in regard to the foregoing property as proceeds of
          Collateral.

          4.     Representations and Warranties. Grantor hereby represents and
warrants that:

                 (a)    Title; No Other Liens. Except for Permitted Liens,
          Grantor owns each item of the Collateral free and clear of any and all
          Liens. No security agreement, financing statement or other public
          notice similar in effect with respect to all or any part of the
          Collateral that has been authorized or executed by the Grantor is on
          file or of record in any public office, except such as may have been
          filed in favor of the Agent, pursuant to this Agreement or any other
          Credit Document, or which are permitted pursuant to the Credit
          Documents.

                 (b)    Perfected First Priority Liens. (i) This Agreement is
          effective to create, as collateral security for the Obligations, valid
          and enforceable Liens on the Collateral in favor of the Agent, except
          with respect to Commercial Tort Claims acquired by Grantor after the
          date hereof, and except as enforceability may be affected by
          bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium and other similar laws relating to or affecting creditor's
          rights generally, general equitable principles (whether considered in
          a proceeding in equity or at law) and an implied covenant of good
          faith and fair dealing. (ii) Except with regard to Liens on Specified
          Assets, upon the completion of the Filings, and the delivery to and
          continuing possession by the Agent of all Instruments, Chattel Paper
          and Documents, Investment Property and monies, a security interest in
          which is perfected by possession, and the obtaining and maintenance of
          "control" (as described in the UCC) by the Agent of all Deposit
          Accounts, Electronic Chattel Paper, Investment Property, and
          Letter-of-Credit Rights, a security interest in which is perfected by
          "control", the Liens created pursuant to this

                                        8



          Agreement will constitute valid Liens on and (to the extent provided
          herein) perfected security interests in the Collateral in favor of the
          Agent, and will be prior to all other Liens of all other Persons other
          than Permitted Liens, and enforceable as such as against all other
          Persons other than Ordinary Course Buyers, and except as
          enforceability may be limited by the Assignment of Claims Act and
          except as enforceability may be limited by applicable bankruptcy,
          insolvency, reorganization, moratorium or similar laws affecting the
          enforcement of creditors' rights generally and by general equitable
          principles (whether enforcement is sought by proceedings in equity or
          at law) or by an implied covenant of good faith and fair dealing. As
          used in this Section 4(b)(ii), the following terms shall have the
          following meanings:

                        "Filings": the filing or recording of the Financing
                 Statements, any Patent and Trademark Security Agreement with
                 the U.S. Patent and Trademark Office, any Copyright Security
                 Agreement with the U.S. Copyright Office, and any filings after
                 the Closing Date in any jurisdiction as may be necessary under
                 any Applicable Law.

                        "Financing Statements": the financing statements
                 prepared by the Agent naming Grantor as debtor and the Agent as
                 secured party filed on or about the Closing Date in the
                 jurisdictions as may be necessary under any Applicable Law.

                        "Ordinary Course Buyers": (i) with respect to Goods
                 only, buyers in the ordinary course of business to the extent
                 provided in Section 9-320(a) and 9-321 of the UCC, (ii) with
                 respect to General Intangibles only, licensees in the ordinary
                 course of business to the extent provided in Section 9-321 of
                 the UCC as in effect from time to time in the relevant
                 jurisdiction and (iii) any other Person who is entitled to take
                 free of the Lien pursuant to the UCC or other applicable law.

                        "Specified Assets": the following property and assets of
                 Grantor: (1) Patents, Patent Licenses, Trademarks and Trademark
                 Licenses to the extent that Liens thereon cannot be perfected
                 by the filing of financing statements under the UCC or by the
                 filing and acceptance of a Patent and Trademark Security
                 Agreement in the United States Patent and Trademark Office; (2)
                 Collateral for which the perfection of Liens thereon requires
                 filings in or other actions under the laws of jurisdictions
                 outside the United States of America, any State, territory or
                 dependency thereof or the District of Columbia; (3) Commercial
                 Tort Claims acquired by Remington after the date hereof, (4)
                 motor vehicles, (5) monies and (6) goods included in Collateral
                 received by any Person for "sale or return" within the meaning
                 of Section 2-326 of the UCC of the applicable jurisdiction, to
                 the extent of claims of creditors of such Person.

                                        9



                 (c)    Accounts. The places where Grantor keeps its records
          concerning the Accounts are 870 Remington Drive, Madison, North
          Carolina 27025 or such other location or locations of which Grantor
          shall have provided prior written notice to the Agent pursuant to
          Section 5(p).

                 (d)    Consents. Except as set forth in Schedules I and II
          hereto, no consent of any party (other than Grantor) to any Patent
          License or Trademark License constituting Collateral or any obligor in
          respect of any material Account constituting Collateral or which owes
          in the aggregate a material portion of all the Accounts constituting
          Collateral is required, or purports to be required, to be obtained by
          or on behalf of Grantor in connection with the execution, delivery and
          performance of this Agreement that has not been obtained. Each Patent
          License, Trademark License and Account constituting Collateral is in
          full force and effect and constitutes a valid and legally enforceable
          obligation of Grantor and (to the knowledge of Grantor) each other
          party thereto except as enforceability may be limited by bankruptcy,
          insolvency, reorganization, moratorium or similar laws affecting the
          enforcement of creditor's rights generally and by general equitable
          principles (whether enforcement is sought by proceedings in equity or
          at law) and except to the extent the failure of any such Patent
          License, Trademark License or Account constituting Collateral to be in
          full force and effect or valid or legally enforceable could not be
          reasonably expected, in the aggregate, to have a Material Adverse
          Effect on the value of the Collateral. Except as set forth in
          Schedules I and II hereto, no consent or authorization of, filing with
          or other act by or in respect of any Governmental Authority is
          required in connection with the execution, delivery, performance,
          validity or enforceability of any of the Patent Licenses and Trademark
          Licenses and Accounts constituting Collateral by any party thereto
          other than those which have been duly obtained, made or performed and
          are in full force and effect and those the failure of which to make or
          obtain could not be reasonably expected, in the aggregate, to have a
          Material Adverse Effect on the value of the Collateral. Except as set
          forth in Schedules I and II hereto, neither Grantor nor (to the
          knowledge of Grantor) any other party to any Patent License or
          Trademark License or Account constituting Collateral is in default in
          the performance or observance of any of the terms thereof, except for
          such defaults as could not reasonably be expected, in the aggregate,
          to have a Material Adverse Effect on the value of the Collateral. The
          right, title and interest of Grantor in, to and under each Patent
          License and Trademark License and each Account constituting Collateral
          are not subject to any defense, offset, counterclaim or claim which
          could be reasonably expected, either individually or in the aggregate,
          to have a Material Adverse Effect on the value of the Collateral.

                 (e)    Location of Tangible Property. Grantor's Inventory and
          Equipment are kept at the locations listed in Schedule III hereto or
          such other locations of which Grantor shall provide written notice to
          the Agent pursuant to Section 5(p), and after the date hereof at other
          locations to the extent permitted pursuant to Section 8.1.1 of the
          Credit Agreement.

                 (f)    Chief Executive Office. Grantor's chief executive office
          and chief place of business is located at 870 Remington Drive,
          Madison, North Carolina 27025 or such other

                                       10



          location of which Grantor shall have provided written notice to the
          Agent pursuant to Section 5(p).

                 (g)    Farm Products. None of the Collateral constitutes, or is
          the Proceeds of, Farm Products.

                 (h)    Patents and Trademarks. Schedules I and II hereto
          include all Trademarks and Patents owned by Grantor in its own name as
          of the date hereof and all material Trademark Licenses and all
          material Patent Licenses owned by Grantor in its own name as of the
          date hereof.

                 (i)    Governmental Obligors. As of the date hereof, none of
          the obligors on any Accounts, and none of the parties to any
          Contracts, is a Governmental Authority, except for any such Accounts
          or Contracts that are not material in relation to the business of
          Remington and its Subsidiaries, taken as a whole.

                 (j)    Copyrights. As of the date hereof, Grantor does not own
          any Copyrights and is not a party to any Copyright Licenses (other
          than Computer Hardware and Software licenses granted to Grantor in the
          Ordinary Course of Business) which are material to the business of
          Remington and its Subsidiaries, taken as a whole.

Grantor agrees that the foregoing representations and warranties shall be deemed
to have been made by Grantor on and as of each date on which an Revolver Loan is
made by the Lenders to the Borrowers under the Credit Agreement, in each case as
though made on and as of each such date (or, if any such representation or
warranty is expressly stated to have been made as of a specific date, as of such
specific date).

          5.     Covenants. Grantor covenants and agrees with the Agent and the
Lenders and, with respect to Section 5(a), the Agent covenants and agrees with
Grantor, that, from and after the date of this Agreement until the payment in
full of the Obligations (except for contingent obligations of any Obligor under
indemnifications that survive termination of the Revolver Commitments) and the
termination of all Revolver Commitments:

                 (a)    Further Documentation; Pledge of Instruments and Chattel
          Paper. At any time and from time to time, upon the written request of
          the Agent or Grantor, as the case may be, and at the sole expense of
          Grantor, Grantor or the Agent, as the case may be, will promptly and
          duly execute and deliver such further instruments and documents and
          take such further action as the Agent or Grantor may reasonably
          request for the purpose of obtaining or preserving the full benefits
          of this Agreement and of the rights and powers herein granted,
          including the filing of any financing or continuation statements under
          the UCC in effect in any jurisdiction with respect to the Liens
          created hereby, provided that Grantor shall not be required to take
          any action that the Agent would not be entitled to request a Borrower
          to take pursuant to Section 7.4 of the Credit Agreement. Grantor also
          hereby authorizes the Agent to

                                       11



          prepare and file any such financing or continuation statement without
          the signature of Grantor to the extent permitted by Applicable Law.
          The Agent agrees to notify Grantor and Grantor agrees to notify the
          Agent of any financing or continuation statement filed by it pursuant
          to this Section 5(a), provided that any failure to give any such
          notice shall not affect the validity or effectiveness of any such
          filing. Unless an Event of Default shall have occurred and be
          continuing, Grantor shall be entitled to retain possession of all
          Collateral evidenced by any Instrument or Chattel Paper, and shall
          hold all such Collateral in trust for the Agent, and shall not
          commingle any of such Collateral with any other assets of Grantor. In
          the event an Event of Default shall have occurred and be continuing,
          upon the request of the Agent, such Collateral shall be immediately
          delivered to the Agent, duly endorsed in a manner satisfactory to the
          Agent, to be held as Collateral pursuant to this Agreement. Grantor
          shall not permit any other Person to possess any such Collateral other
          than in connection with any sale or other disposition of such
          Collateral as permitted by the Credit Agreement, or as otherwise
          consented to by Agent in writing.

                 (b)    Indemnification. Grantor agrees to pay, and to save
          harmless and defend the Agent and the Lenders from, any and all
          liabilities and reasonable costs and expenses (including reasonable
          legal fees and expenses) (i) with respect to, or resulting from, any
          delay by Grantor in paying, any and all excise, sales or other similar
          taxes which may be payable or determined to be payable with respect to
          any of the Collateral, (ii) with respect to, or resulting from, any
          delay by Grantor in complying with any material requirement of
          Applicable Law with respect to any of the Collateral or (iii) in
          connection with any of the transactions contemplated by this
          Agreement, provided that such indemnity shall not, as to the Agent or
          any Lender, be available to the extent that such liabilities, costs
          and expenses resulted from the gross negligence or willful misconduct
          of the Agent or any Lender. In any suit, proceeding or action brought
          by the Agent or any Lender under any Account for any sum owing
          thereunder, or to enforce any provisions of any Account, Grantor will
          save, indemnify and keep harmless and defend the Agent and such Lender
          from and against all expense, loss or damage suffered by reason of any
          defense, setoff, counterclaim, recoupment or reduction or liability
          whatsoever of the account debtor thereunder, arising out of a material
          breach by Grantor of any obligation thereunder.

                 (c)    Maintenance of Records. Grantor will keep and maintain
          at its own cost and expense reasonably satisfactory and complete
          records of the Collateral, including a record of all payments received
          and all credits granted with respect to the Accounts constituting
          Collateral. For the Agent's and the Lenders' further security, the
          Agent shall have a security interest in all of Grantor's books and
          records pertaining to the Collateral, and Grantor shall permit the
          Agent or its representatives to review such books and records upon
          reasonable advance notice during normal business hours at the location
          where such books and records are kept and at the reasonable request of
          the Agent.

                 (d)    Right of Inspection. Upon reasonable advance notice to
          Grantor and at reasonable intervals, or at any time and from time to
          time after the occurrence and during the

                                       12



          continuance of an Event of Default, the Agent and the Lenders shall
          have reasonable access during normal business hours to all the books,
          correspondence and records of Grantor, and the Agent and the Lenders
          and their respective representatives may examine the same, and to the
          extent reasonable take extracts therefrom and make photocopies
          thereof, and Grantor agrees to render to the Agent and the Lenders, at
          Grantor's reasonable cost and expense, such clerical and other
          assistance as may be reasonably requested with regard thereto. The
          Agent and the Lenders and their respective representatives shall also
          have the right upon reasonable advance notice to Grantor to enter
          during normal business hours into and upon any premises where any of
          Grantor's Inventory or Equipment is located for the purpose of
          inspecting the same, observing its use or otherwise protecting its
          interests therein.

                 (e)    Compliance with Laws, etc. Grantor will comply in all
          material respects with all Applicable Law with respect to the
          Collateral or any part thereof, except to the extent that the failure
          to so comply could not be reasonably expected to have a Material
          Adverse Effect, in the aggregate, on the Agent's or the Lenders'
          rights hereunder, the priority of their Liens on the Collateral or the
          value of the Collateral.

                 (f)    Compliance with Contractual Obligations. Grantor will
          perform and comply in all material respects with all its contractual
          obligations relating to the Collateral, unless (i) such performance or
          compliance is fully excused by breach by the other party or parties
          thereto or (ii) such failure to comply or perform could not be
          reasonably expected, in the aggregate, to have a Material Adverse
          Effect on the value of the Collateral.

                 (g)    Payment of Obligations. Grantor will pay promptly when
          due all taxes, assessments and governmental charges or levies imposed
          upon the Collateral, as well as all claims of any kind (including
          claims for labor, materials and supplies) against or with respect to
          the Collateral, except that no such tax, assessment, charge or levy
          need be paid if (i) the validity thereof is being contested in good
          faith by appropriate proceedings diligently conducted and (ii) such
          tax, assessment, charge or levy is adequately reserved against on
          Grantor's books in accordance with GAAP.

                 (h)    Limitation on Liens on Collateral. Grantor will not
          create, incur or permit to exist, will defend the Collateral against,
          and will take such other action as is reasonably necessary to remove,
          any Lien or material adverse claim on or to any of the Collateral,
          other than the Liens created hereby and other than Permitted Liens,
          and will defend the right, title and interest of the Agent and the
          Lenders in and to any of the Collateral against the claims and demands
          of all Persons whomsoever.

                 (i)    Limitations on Dispositions of Collateral. Without the
          prior written consent of the Agent, Grantor will not sell, assign,
          transfer, exchange or otherwise dispose of, or grant any option with
          respect to, the Collateral, or attempt, offer or contract to do so,
          except with respect to exclusive licenses in the Ordinary Course of
          Business or as permitted by this Agreement or the Credit Documents.

                                       13



                 (j)    Limitations on Modifications, Waivers, Extensions of
          Contracts, Licenses and Accounts. Grantor will not, except in the
          Ordinary Course of Business, amend, modify, terminate or waive any
          provision of any material Trademark License or any agreement giving
          rise to a material Account constituting Collateral in any manner which
          could reasonably be expected to materially adversely affect the value
          of such Trademark License or Account as Collateral.

                 (k)    Limitations on Discounts, Compromises, Extensions of
          Accounts. At all times, Grantor will not, except in the Ordinary
          Course of Business, grant any extension of the time of payment of any
          material Account constituting Collateral, compromise, compound or
          settle the same for less than the full amount thereof, release, wholly
          or partially, any Person liable for the payment thereof, or allow any
          credit or discount whatsoever thereon, unless such extensions,
          compromises, compoundings, settlements, releases, credits or discounts
          are permitted by the Credit Documents.

                 (l)    Maintenance of Equipment. Grantor will maintain each
          material item of its Equipment in good operating condition, ordinary
          wear and tear and immaterial impairments of value and damage by the
          elements excepted, and will provide all maintenance, service and
          repairs necessary for such purpose, except to the extent that the
          failure to do any of the foregoing could not be reasonably expected to
          have a Material Adverse Effect.

                 (m)    Maintenance of Insurance. Grantor will maintain, with
          financially sound and reputable insurance companies, (i) insurance
          (including property insurance) in at least such amounts and against at
          least such risks (but including in any event public liability, product
          liability and business interruption where reasonably obtainable) as
          are usually insured against in the same general area by companies
          engaged in the same or a similar business; and furnish to the Agent,
          upon written request, information in reasonable detail as to the
          insurance carried and (ii) insurance policies relating to Grantor's
          Inventory and Equipment (A) insuring Grantor's Inventory and Equipment
          against loss by fire, explosion, theft and such other casualties as
          are usually insured against by companies engaged in the same or a
          similar business, (B) insuring Grantor against liability for personal
          injury and property damage relating to such Inventory and Equipment,
          (C) providing that no cancellation, material reduction in amount or
          material change in the coverage referred to in clause (A) shall be
          effective until at least 10 days after receipt by the Agent of written
          notice thereof, (D) naming the Agent and the Lenders as additional
          insured parties and (E) being otherwise reasonably satisfactory in all
          material respects to the Agent.

                 (n)    Further Identification of Collateral. Grantor will
          furnish to the Agent and the Lenders from time to time such statements
          and schedules further identifying and describing the Collateral, and
          such other reports in connection with the Collateral, as the Agent may
          reasonably request, all in reasonable detail.

                                       14



                 (o)    Notices. Grantor will advise the Agent and the Lenders
          promptly, in reasonable detail, at their respective addresses set
          forth in the Credit Agreement, (i) of any Lien (other than Permitted
          Liens) on, or material adverse claim asserted against, any of the
          Collateral and (ii) of the occurrence of any other event which could
          reasonably be expected, in the aggregate, to have a Material Adverse
          Effect on the aggregate value of the Collateral or the Liens created
          hereunder.

                 (p)    Changes in Locations, Name, etc. Grantor will not (i)
          change the location of its chief executive office/chief place of
          business from that specified in Section 4(f) or remove its books and
          records from the locations specified in Section 4(c), (ii) except as
          permitted pursuant to Section 8.1.1 of the Credit Agreement, permit
          any of the Inventory or the Equipment to be kept at locations other
          than those listed in Schedule III hereto, unless such Inventory or
          Equipment is conveyed, sold, leased, transferred, assigned or
          otherwise disposed of as permitted by Section 10.2.9 of the Credit
          Agreement or (iii) change its name, identity or corporate structure to
          such an extent that any financing statement filed by the Agent in
          connection with this Agreement would become seriously misleading,
          unless Grantor shall have complied with the following: (A) with
          respect to clause (i) and (ii) above, Grantor shall have given the
          Agent prior written notice thereof, (B) with respect to clause (iii)
          above, Grantor (x) shall have given the Agent at least 30 days' prior
          written notice thereof and (y) prior to effecting any such change,
          shall have taken such actions as may be necessary or, upon the
          reasonable request of the Agent, advisable to continue the perfection
          and priority of the Liens granted pursuant hereto; provided in each
          case under clause (B)(y), that the Agent shall have taken all actions
          required by Section 5(a) hereof in connection with such actions of
          Grantor.

                 (q)    Copyrights. Grantor will not own nor at any time in the
          future acquire any right, title or interest in or to any Copyright or
          Copyright License which is material to the business of Grantor and its
          Subsidiaries, taken as a whole, other than (i) with respect to
          Computer Hardware and Software licenses or other Copyright licenses
          granted to Grantor in the Ordinary Course of Business, (ii) in
          connection with any rights of Grantor in respect of security interests
          in collateral or (iii) with respect to which (A) the Agent shall have
          been given prior written notice of the acquisition of any right, title
          or interest therein or thereto and (B) if reasonably requested by the
          Agent, a security agreement reasonably satisfactory to the Agent shall
          have been executed by Grantor.

                 (r)    Commercial Tort Claims. If Grantor shall at any time
          hold or acquire a Commercial Tort Claim, Grantor shall promptly notify
          Agent in a writing signed by Grantor of the brief details thereof and
          grant to Agent in such writing a security interest therein and in the
          proceeds thereof, all upon the terms of this Agreement, with such
          writing to be in form and substance satisfactory to Agent.

          6.     Agent's Appointment as Attorney-in-Fact.

                                       15



                 (a)    Powers. Grantor hereby irrevocably constitutes and
          appoints the Agent and any officer or agent thereof, with full power
          of substitution, as its true and lawful attorney-in-fact with full
          irrevocable power and authority in the place and stead of Grantor and
          in the name of Grantor or in its own name, from time to time in the
          Agent's discretion, for the purpose of carrying out the terms of this
          Agreement, to take any and all appropriate action and to execute any
          and all documents and instruments which may be necessary or desirable
          to accomplish the purposes of this Agreement, and, without limiting
          the generality of the foregoing, Grantor hereby gives the Agent the
          power and right, on behalf of Grantor, without notice to or assent by
          Grantor, to do the following at any time when any Event of Default
          shall have occurred and be continuing, and to the extent permitted by
          Applicable Law:

                        (i) in the name of Grantor or its own name, or
                 otherwise, to take possession of and indorse and collect any
                 checks, drafts, notes, acceptances or other instruments for the
                 payment of moneys due under any Account, Contract, Instrument
                 or General Intangible (to the extent any of the foregoing
                 constitute Collateral) or with respect to any other Collateral
                 and to file any claim or to take any other action or institute
                 any proceeding in any court of law or equity or otherwise
                 deemed appropriate by the Agent for the purpose of collecting
                 any and all such moneys due under any such Account, Contract,
                 Instrument or General Intangible or with respect to any such
                 other Collateral whenever payable;

                        (ii) to pay or discharge taxes and Liens levied or
                 placed on the Collateral, other than Permitted Liens, to effect
                 any repairs or any insurance required by the terms of this
                 Agreement and to pay all or any part of the premiums therefor
                 and the costs thereof; and

                        (iii) (A) to direct any party liable for any payment
                 with respect to any of the Collateral to make payment of any
                 and all moneys due or to become due thereunder directly to the
                 Agent or as the Agent shall direct; (B) to ask for, or demand,
                 collect, receive payment of and receipt for, any and all
                 moneys, claims and other amounts due or to become due at any
                 time in respect of or arising out of any Collateral; (C) to
                 sign and indorse any invoices, freight or express bills, bills
                 of lading, storage or warehouse receipts, drafts against
                 debtors, assignments, verifications, notices and other
                 documents in connection with any of the Collateral; (D) to
                 commence and prosecute any suits, actions or proceedings at law
                 or in equity in any court of competent jurisdiction to collect
                 the Collateral or any thereof and to enforce any other right in
                 respect of any Collateral; (E) to defend any suit, action or
                 proceeding brought against Grantor with respect to any of the
                 Collateral; (F) to settle, compromise or adjust any suit,
                 action or proceeding described in clause (E) above and, in
                 connection therewith, to give such discharges or releases as
                 the Agent may deem appropriate; (G) subject to any pre-existing
                 rights or licenses, to assign

                                       16



                 any Patent or Trademark (along with the goodwill of the
                 business to which any such Patent or Trademark pertains), for
                 such term or terms, on such conditions, and in such manner, as
                 the Agent shall in its sole discretion determine; and (H)
                 generally, to sell, transfer, pledge and make any agreement
                 with respect to or otherwise deal with any of the Collateral as
                 fully and completely as though the Agent were the absolute
                 owner thereof for all purposes, and to do, at the Agent's
                 option and Grantor's expense, at any time, or from time to
                 time, all acts and things which the Agent deems necessary to
                 protect, preserve or realize upon the Collateral and the
                 Agent's Liens thereon and to effect the intent of this
                 Agreement, all as fully and effectively as Grantor might do.

          Grantor hereby ratifies all that said attorneys shall lawfully do or
          cause to be done by virtue hereof. This power of attorney is a power
          coupled with an interest and shall be irrevocable until payment in
          full of the Obligations (except for contingent obligations of any
          Obligor under indemnifications that survive termination of the
          Revolver Commitments) and the termination of all the Revolver
          Commitments.

                 (b)    Other Powers. Grantor also authorizes the Agent, from
          time to time if an Event of Default shall have occurred and be
          continuing, to execute, in connection with any sale provided for in
          Section10 hereof, any endorsements, assignments or other instruments
          of conveyance or transfer with respect to the Collateral.

                 (c)    No Duty on the Part of Agent or Lenders. The powers
          conferred on the Agent and the Lenders hereunder are solely to protect
          the Agent's and the Lenders' interests in the Collateral and shall not
          impose any duty upon the Agent or any Lender to exercise any such
          powers. The Agent and the Lenders shall be accountable only for
          amounts that they actually receive as a result of the exercise of such
          powers, and neither they nor any of their officers, directors,
          employees or agents shall be responsible to Grantor for any act or
          failure to act hereunder, except for their own gross negligence or
          willful misconduct.

          7.     Performance by Agent of Grantor's Obligations. If Grantor fails
to perform or comply with any of its agreements contained herein and the Agent,
as provided for by the terms of this Agreement, shall itself perform or comply,
or otherwise cause performance or compliance, with such agreement, the
reasonable expenses of the Agent incurred in connection with such performance or
compliance, together with interest thereon at the Default Rate shall be payable
by Grantor to the Agent on demand and shall constitute Obligations secured
hereby.

          8.     Proceeds. It is agreed that if an Event of Default shall occur
and be continuing, (a) all Proceeds of any Collateral received by Grantor
consisting of cash, checks and other near-cash items shall be held by Grantor in
trust for the Agent and the Lenders, segregated from other funds of Grantor, and
at the request of the Agent shall, forthwith upon receipt by Grantor, be turned
over to the Agent in the exact form received by Grantor (duly indorsed by
Grantor to the Agent, if required by the

                                       17



Agent), and (b) any and all such Proceeds received by the Agent (whether from
Grantor or otherwise) may, in the sole discretion of the Agent, be held by the
Agent, as collateral security for the Obligations (whether matured or
unmatured), and then or at any time thereafter may be applied by the Agent
against, the Obligations then due and owing. Any balance of such Proceeds
remaining after the payment in full of the Obligations (except for contingent
obligations of any Obligor under indemnifications that survive termination of
the Revolver Commitments) and the termination of all the Revolver Commitments,
shall be paid over to Grantor or to whomsoever may be lawfully entitled to
receive the same.

          9.     Events of Default. It is understood and agreed that an event of
default shall be deemed to have occurred under this Agreement, and Agent shall
be entitled to take such actions as are elsewhere provided herein, in the event
that an Event of Default under and (as defined in) the Credit Agreement or any
of the other Credit Documents shall have occurred.

          10.    Remedies. If an Event of Default shall occur and be continuing,
the Agent may (and upon written instructions to do so from the Required Lenders,
shall) exercise all rights and remedies of a secured party under the UCC,
together with every right and remedy available to Agent, under any other
Applicable Law, and, to the extent permitted by Applicable Law, all other rights
and remedies granted to them in this Agreement and in any other instrument or
agreement securing, evidencing or relating to the Obligations. Without limiting
the generality of the foregoing, the Agent, without demand of performance or
other demand, presentment, protest, advertisement or notice of any kind (except
any notice required by law referred to below) to or upon Grantor or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may (and upon written instructions to do so from the Required
Lenders, shall) in such circumstances, to the extent permitted by Applicable
Law, forthwith collect, receive, appropriate and realize upon the Collateral, or
any part thereof, and may forthwith sell, lease, assign, give option or options
to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), whether on Grantor's premises
or elsewhere, but subject to any pre-existing rights or licenses, in one or more
parcels at public or private sale or sales, at any exchange, broker's board or
office of the Agent or any Lender or elsewhere upon such terms and conditions as
it may deem advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit risk. The Agent
or any Lender shall have the right, to the extent permitted by Applicable Law,
upon any such sale or sales, to purchase the whole or any part of the Collateral
so sold, free of any right or equity of redemption in Grantor, which right or
equity is hereby waived or released. Grantor further agrees, at the Agent's
request, upon the occurrence and during the continuance of an Event of Default,
to assemble the Collateral and make it available to the Agent at places which
the Agent shall reasonably select, whether at Grantor's premises or elsewhere.
Alternatively, Agent may peaceably by its own means or with judicial assistance
enter Grantor's premises and take possession of the Collateral or dispose of the
Collateral on Grantor's premises without resistance or interference by Grantor.
The Agent shall apply the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all reasonable
costs and expenses of every kind incurred therein or incidental to the care or
safekeeping of any of the Collateral or in any way relating to the Collateral or
the rights of the Agent and the Lenders

                                       18



hereunder, including reasonable attorneys' fees and disbursements, to the
payment in whole or in part of the Obligations then due and owing, and only
after such application and after the payment by the Agent of any other amount
required by any provision of Applicable Law, need the Agent account for the
surplus, if any, to Grantor. To the extent permitted by Applicable Law, Grantor
waives all claims, damages and demands it may acquire against the Agent or any
Lender arising out of the repossession, retention or sale of the Collateral,
other than any such claims, damages and demands that may arise from the gross
negligence or willful misconduct of any of them. If any notice of a proposed
sale or other disposition of Collateral shall be required by law, such notice
shall be deemed reasonable and proper if given at least 10 days before such sale
or other disposition. Grantor shall remain liable for any deficiency if the
proceeds of any sale or other disposition of the Collateral are insufficient to
pay the then outstanding Obligations, including the reasonable fees and
disbursements of any attorneys employed by the Agent or any Lender to collect
such deficiency.

          11.    Limitation on Duties Regarding Preservation of Collateral. The
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the UCC
or otherwise, shall be to deal with it in the same manner as the Agent deals
with similar property for its own account. Except as provided in the foregoing
sentence or elsewhere herein or in any other Credit Document, neither the Agent
nor any Lender shall be liable or responsible to Grantor in any way for the
safeguarding of any of the Collateral, for any loss or damage thereto, for any
diminution in the value thereof, or for any act or default of any carrier,
warehouseman, forwarding agency, or other person whomsoever, but the same shall
be at all times at Grantor's risk.

          12.    Waivers. In addition to the other waivers contained herein and
in any other Credit Document, Grantor hereby expressly waives, to the extent
permitted by Applicable Law: demand, protest, notice of protest, notice of
default or dishonor, notice of payments and nonpayments, or of any default,
release, compromise, settlement, extension or renewal of all commercial paper,
instruments or guaranties at any time held by Agent or any of the Lenders on
which Grantor may in any way be liable; notice or hearing in connection with,
and the requirement to post a bond as a condition to, the issuance of an
immediate writ of possession with respect to any of the Collateral; any
requirement that the Agent or any of the Lenders protect, secure, perfect or
insure any Lien or any property subject thereto or exhaust any right or take any
action against any Obligor or any other Person or any Collateral, including any
rights any Obligor may otherwise have under the New York General Obligations
Law; and notice of any action taken by the Agent, in each case unless expressly
required by this Agreement, any other Credit Document or by Applicable Law.

          13.    Powers Coupled with an Interest. All authorizations and
agencies herein contained with respect to the Collateral are powers coupled with
an interest and are irrevocable until payment in full of the Obligations (except
for contingent obligations of any Obligor under indemnifications that survive
termination of the Revolver Commitments) and the termination of all Revolver
Commitments.

          14.    Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or

                                       19



unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

          15.    Section Headings. The section headings used in this Agreement
are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.

          16.    No Waiver; Cumulative Remedies. Neither the Agent nor any
Lender shall by any act (except by a written instrument pursuant to Section 17
hereof), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Default or Event of
Default or in any breach of any of the terms and conditions hereof. No failure
to exercise, nor any delay in exercising, on the part of the Agent or any
Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Agent or any Lender of
any right or remedy hereunder on any one occasion shall not be construed as a
bar to any right or remedy which the Agent or such Lender would otherwise have
on any future occasion. The rights and remedies herein provided are cumulative,
may be exercised singly or concurrently and are not exclusive of any rights or
remedies provided by law.

          17.    Amendments in Writing; No Waiver; Cumulative Remedies;
Successors and Assigns. None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by Grantor and the Agent. This Agreement shall be binding
upon the successors and assigns of Grantor and shall inure to the benefit of the
Agent and the Lenders and their respective successors and assigns, except that
Grantor may not assign, transfer or delegate any of its rights or obligations
under this Agreement without the prior written consent of the Agent.

          18.    Notices. All notices, requests and demands to or upon the
respective parties hereto shall be made in accordance with Section 15.9 of the
Credit Agreement, and if to Grantor shall be sent to:

                        RBC Holding, Inc.
                         c/o Remington Arms Company, Inc.
                        870 Remington Drive
                        Madison, North Carolina 27025
                        Attention:  Mr.Mark Little, VP, Chief Financial Officer
                        Telecopy No.: (336)548-7779

                                       20



                        With a copy to:

                        Clayton, Dubilier & Rice, Inc.
                        375 Park Avenue
                        New York, New York 10152
                        Attention:  Mr.Michael Babiarz
                        Telecopy No.: (212)893-7050

                        and

                        Debevoise & Plimption
                        919 Third Avenue
                        New York, New York 10022
                        Attention: William B. Beekman, Esq.
                        Telecopy No.:(212)909-6836

          19.    Authority of Agent. Grantor acknowledges that the rights and
responsibilities of the Agent under this Agreement with respect to any action
taken by the Agent or the exercise or non-exercise by the Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as among the Agent and the
Lenders, be governed by the Credit Documents and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Agent and Grantor, the Agent shall be conclusively presumed to be acting as
agent for the Lenders with full and valid authority so to act or refrain from
acting, and Grantor shall not be under any obligation to make any inquiry
respecting such authority.

          20.    GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW); PROVIDED, HOWEVER, THAT IF ANY COLLATERAL
SHALL BE LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE LAWS OF SUCH
JURISDICTION SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF
AGENT'S LIEN UPON COLLATERAL AND THE ENFORCEMENT OF AGENT'S OTHER REMEDIES OF
COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM
OR INCONSISTENT WITH THE LAWS OF THE STATE OF NEW YORK. NOTWITHSTANDING THE
FOREGOING PROVISION FOR THE NOTICE AND SALE OF COLLATERAL UNDER THE LAW OF THE
SITUS, IT IS THE PARTIES' INTENTION THAT NEW YORK LAW CONTROL THE OBLIGATIONS OF
GRANTOR UNDER THE CREDIT DOCUMENTS AND THE ENFORCEMENT OF THE SAME SUCH THAT,
FOR EXAMPLE, GRANTOR AGREES AND ACKNOWLEDGES THAT PURSUANT TO NEW YORK LAW
GRANTOR SHALL BE LIABLE FOR A DEFICIENCY JUDGMENT NOTWITHSTANDING THE SALE OF
REAL PROPERTY COLLATERAL UNDER A POWER OF SALE AND FURTHER

                                       21



THAT LENDERS OR AGENT MAY, AT THEIR ELECTION, SEEK A MONEY JUDGMENT UNDER THE
CREDIT DOCUMENTS WITHOUT FIRST EXHAUSTING ALL COLLATERAL SECURING THE
OBLIGATIONS THEREUNDER.

          21.    Release of Collateral and Termination.

                 (a)    At such time as the payment in full of the Obligations
          (except for contingent obligations of any Obligor under
          indemnifications that survive termination of the Revolver Commitments)
          and the termination of all Revolver Commitments shall have occurred,
          the Collateral shall be released from the Liens created hereby, and
          this Agreement and all obligations (other than those expressly stated
          to survive such termination) of the Agent and Grantor hereunder shall
          terminate, all without delivery of any instrument or performance of
          any act by any party, and all rights to the Collateral shall revert to
          Grantor. Upon request of Grantor following any such termination, the
          Agent shall deliver (at the sole cost and expense of Grantor) to
          Grantor any Collateral held by the Agent hereunder, and execute and
          deliver (at the sole cost and expense of Grantor) to Grantor such
          documents as Grantor shall reasonably request to evidence such
          termination.

                 (b)    If any of the Collateral shall be sold, transferred or
          otherwise disposed of by Grantor in a transaction permitted by the
          Credit Agreement, then the Agent shall execute and deliver to Grantor
          (at the sole cost and expense of Grantor) all releases or other
          documents reasonably necessary or desirable for the release of the
          Liens created hereby on such Collateral.

                                       22



          IN WITNESS WHEREOF, Grantor has caused this Agreement to be duly
executed and delivered as of the date first above written.

                                RBC HOLDING, INC.

                                By: /s/ Mark Little
                                   ------------------------------------

                                Name:   Mark Little
                                     ----------------------------------
                                Title:  Vice President
                                      ---------------------------------

                                       23



                                ACKNOWLEDGED AND AGREED AS OF THE
                                DATE HEREOF BY:

                                WACHOVIA BANK, NATIONAL ASSOCIATION,
                                as Agent

                                By: /s/ Brian R. O'Fallon
                                   ------------------------------------
                                Name:   Brian R. O'Fallon
                                     ----------------------------------
                                Title:  Director
                                      ---------------------------------

                                       24

EX-10.22

                                                                   Exhibit 10.22
                                PLEDGE AGREEMENT

     THIS PLEDGE AGREEMENT, dated January 24, 2003, is made by RA BRANDS,
L.L.C., a Delaware limited liability company (the "Pledgor"), in favor of
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as
collateral and administrative agent (in such capacity, the "Agent") for the
several banks and other financial institutions (collectively, the "Lenders")
from time to time parties to the Credit Agreement, dated January 24, 2003 (as
the same may be amended, supplemented, waived or otherwise modified from time to
time, the "Credit Agreement"), among Remington Arms Company, Inc., a Delaware
corporation ("Remington"), and RA Factors, Inc., a Delaware corporation
("Factors"; Remington and Factors are hereinafter referred to collectively as
the "Borrowers"), Fleet Capital Corporation, as syndication agent, National City
Commercial Finance, Inc., as documentation agent, the Agent, and the Lenders.

                              W I T N E S S E T H :

     WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make loans and other extensions of credit to the Borrowers upon the
terms and subject to the conditions set forth in the Credit Agreement;

     WHEREAS, the Pledgor is the legal and beneficial owner of Pledged Equity
Interests (as hereinafter defined) issued by the Issuers (as hereinafter
defined); and

     WHEREAS, it is a condition precedent to the obligations of the Lenders to
make Revolver Loans and provide other financial accommodations to the Borrowers
under the Credit Agreement that Pledgor shall have executed and delivered this
Agreement to the Agent for the ratable benefit of the Lenders;

     WHEREAS, Pledgor has agreed to execute and deliver this Pledge Agreement to
the Agent, for the ratable benefit of the Lenders;

     NOW, THEREFORE, in consideration of the premises the Pledgor hereby agrees
with the Agent, for the ratable benefit of the Lenders, as follows:

     1.    Defined Terms.

     (a)   Unless otherwise defined herein, capitalized terms defined in the
Credit Agreement are used herein as defined therein.

     (b)   The following terms shall have the following meanings:



           "Additional Pledged Equity Interests": as defined in Section 5(a).

           "Agreement": this Pledge Agreement, as the same may be amended,
     supplemented, waived or otherwise modified from time to time.

           "Code": the Uniform Commercial Code (or any successor statute) as
     adopted and in force in the State of New York or, when the laws of any
     other state govern the method or manner of the perfection or enforcement
     of any security interest in any of the Collateral, the Uniform Commercial
     Code (or any successor statute) of such state.

           "Collateral": all of the Pledgor's right, title and interest in and
     to the Pledged Equity Interests and all Proceeds thereof.

           "Issuers": the collective reference to the companies identified on
     Schedule 1 attached hereto as the issuers of the Pledged Equity Interests;
     individually, an "Issuer."

           "Obligations": (a) all indebtedness, liabilities and obligations of
     Pledgor to Agent and Lenders of every kind and description, whether direct
     or indirect, joint or several, absolute or contingent, due or to become
     due, now existing or hereafter arising under any of the Credit Documents
     and (b) all indebtedness, liabilities and obligations now or hereafter
     owing by the Borrowers under any of the Credit Documents.

           "Pledged Equity Interests": the Equity Interests listed on Schedule 1
     hereto, together with all certificates, options or similar rights of any
     nature whatsoever or any investment property (as defined in the Code) in
     the Issuers, in each case that may be issued to or held by the Pledgor
     while this Agreement is in effect, including Additional Pledged Equity
     Interests; provided that in no event shall more than 65% of the issued and
     outstanding shares of capital stock of any Foreign Subsidiary be Pledged
     Equity Interests.

           "Proceeds": all "proceeds" as such term is defined in Section
     9-102(64) of the Code and, in any event, shall include, without
     limitation, all dividends or other income from the Pledged Equity
     Interests, collections thereon or distributions with respect thereto.

           "Securities Act": the Securities Act of 1933, as amended.



     (c)   The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and section and paragraph
references are to this Agreement unless otherwise specified.

     (d)   The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

     2. Pledge; Grant of Security Interest. The Pledgor hereby grants to Agent,
for the ratable benefit of the Lenders, a security interest in the Collateral,
as collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations, and hereby agrees that it will deliver or cause to be delivered to
the Agent, for the ratable benefit of the Lenders, all certificates representing
the Pledged Equity Interests no later than the date hereof, except for any
certificates representing Additional Pledged Equity Interests, which shall be
forthwith delivered to Agent upon the Pledgor's receipt thereof.

     3. Stock Powers. Concurrently with the delivery to the Agent of each
certificate representing any Pledged Equity Interest pursuant to paragraph 2
above, the Pledgor shall deliver an undated stock power or other instrument of
transfer covering such certificate, duly executed in blank by the Pledgor with,
if the Agent so requests, signature guaranteed.

     4. Representations and Warranties. The Pledgor represents and warrants
that:

     (a)   The Pledged Equity Interests constitute 100% of the issued and
     outstanding Equity Interests of the Issuer held by the Pledgor on the date
     hereof.

     (b)   All the Pledged Equity Interests have been (or, with respect to
     Additional Pledged Equity Interests, when pledged to the Agent, will be)
     duly and validly issued and are (or, with respect to Additional Pledged
     Equity Interests, when pledged to the Agent, will be) fully paid and
     nonassessable.

     (c)   The Pledgor is (or, with respect to Additional Pledged Equity
     Interests, when pledged to the Agent, will be) the record and beneficial
     owner of, and has (or, with respect to Additional Pledged Equity
     Interests, when pledged to the Agent will have) good and marketable title
     to, the Pledged Equity Interests, free of any and all Liens or options in
     favor of, or material adverse claims on any of the Pledged Equity
     Interests by, any other Person, except the security interest created by
     this Agreement or any other Credit Document, Liens arising by operation of
     law and, with respect to the Pledged Equity Interests of Remington
     Licensing Corporation, a Delaware corporation ("RLC"), the rights of RLC
     and Remington Products, Inc. ("RPI") pursuant to the Trademark Settlement
     Agreement, dated effective as of December 5, 1986, between Pledgor and RPI
     (the



     "Trademark Settlement Agreement").

     (d)   Except with respect to the Pledged Equity Interests of RLC, there are
     no contractual or charter restrictions upon the voting rights or upon the
     transfer of any of the Collateral for which the consent from the applicable
     party has not been obtained previously.

     (e)   The Pledgor has the right to vote, pledge and grant a security
     interest in or otherwise transfer the Collateral without the consent of
     any other party that has not been obtained previously and free of any
     Liens (other than Liens permitted under the Credit Documents), and, except
     with respect to the Pledged Equity Interests of RLC, without any
     restriction under the Organization Documents of the Pledgor or any Issuer
     or any agreement among the Pledgor's or any Issuer's equity holders.

     (f)   This Agreement has been duly authorized, executed and delivered
     by the Pledgor and constitutes a legal, valid and binding obligation of
     the Pledgor, enforceable in accordance with its terms except as affected
     by bankruptcy, insolvency, fraudulent conveyance,
     reorganization,moratorium and other similar laws relating to or affecting
     creditors' rights generally, general equitable principles (whether
     considered in a proceeding in equity or at law) and an implied covenant of
     good faith and fair dealing.

     (g)   The execution, delivery and performance by the Pledgor of this
     Agreement and the exercise by the Agent of its rights and remedies
     hereunder do not and will not result in the violation of (i) the
     Organization Documents of the Pledgor, (ii) any agreement, indenture or
     instrument by which the Pledgor or any Issuer is bound to the extent that
     any such violation could reasonably be expected to have a Material Adverse
     Effect or (iii) Applicable Law to which the Pledgor or any Issuer is
     subject (except the Pledgor makes no representation or warranty about
     Lender's prospective compliance with any federal or state laws or
     regulations governing the sale or exchange of securities);

     (h)   No Pledged Equity Interest is now or will hereafter be held or
     maintained in the form of a securities entitlement or credited to any
     securities account.

     (i)   All of the Pledged Equity Interests are now and will hereafter
      be evidenced by certificates.

     (k)   Upon delivery to the Agent of all certificates evidencing any
     Pledged Equity Interests, the security interest created by this Agreement,
     assuming the continuing possession of the Pledged Equity Interests by the
     Agent, will constitute a valid and perfected first priority security
     interest in the Collateral to the extent provided in the Code, enforceable
     in accordance with its terms against all creditors of the Pledgor and any
     Persons purporting to purchase any Collateral from the Pledgor, except as
     affected by bankruptcy, insolvency, fraudulent conveyance,
     reorganization,moratorium and other



     similar laws relating to or affecting creditors' rights generally, general
     equitable principles (whether considered in a proceeding in equity or at
     law) and an implied covenant of good faith and fair dealing; provided,
     however, that the above representation and warranty does not apply to any
     Lien arising by operation of law and entitled to a priority over the
     security interest created by this Agreement.

     5.    Covenants. The Pledgor covenants and agrees with the Agent and the
Lenders that, from and after the date of this Agreement for so long as there are
Revolver Commitments outstanding under the Credit Agreement and thereafter until
payment in full of the Obligations (except for contingent obligations of any
Obligor under indemnifications that survive termination of the Revolver
Commitments):

           (a) If the Pledgor shall, as a result of its ownership of the
     Pledged Equity Interests, become entitled to receive or shall receive any
     certificate (including, without limitation, any certificate representing a
     dividend payable in the form of an Equity Interest or a distribution in
     connection with any reclassification, increase or reduction of capital or
     any certificate issued in connection with any reorganization), stock
     option or similar rights, whether in addition to, in substitution of, as a
     conversion of, or in exchange for any Pledged Equity Interest, or
     otherwise in respect thereof (collectively, the "Additional Pledged Equity
     Interests"), the Pledgor shall accept the same as the agent of the Agent
     and the Lenders, hold the same in trust for the Agent and the Lenders and
     deliver the same forthwith to the Agent in the exact form received, duly
     indorsed by the Pledgor to the Agent, if required, together with an
     undated stock power covering such certificate duly executed in blank by
     the Pledgor and with, if the Agent so requests, signature guaranteed, to
     be held by the Agent, subject to the terms hereof, as additional
     collateral security for the Obligations. Any sums paid upon or in respect
     of the Pledged Equity Interests upon the liquidation or dissolution of any
     Issuer (other than pursuant to a transaction permitted under Sections
     10.2.1 or 10.2.9 of the Credit Agreement) shall be paid over to the Agent
     to be held by it hereunder as additional collateral security for the
     Obligations, and in case any property shall be distributed upon or with
     respect to the Pledged Equity Interests pursuant to the recapitalization
     or reclassification of the capital of any Issuer or pursuant to the
     reorganization thereof (other than pursuant to a transaction permitted
     under Sections 10.2.1 or 10.2.9 of the Credit Agreement), the property so
     distributed shall be delivered to the Agent to be held by it hereunder as
     additional collateral security for the Obligations. If any such sums of
     money or property so paid or distributed in respect of the Pledged Equity
     Interests shall be received by the Pledgor, the Pledgor shall, until such
     money or property is paid or delivered to the Agent, hold such money or
     property in trust for the Agent and the Lenders, segregated from other
     funds of the Pledgor, as additional collateral security for the
     Obligations.

           (b) Without the prior written consent of the Agent, the Pledgor will
     not vote to enable, or take any other action to permit, any Issuer to
     issue any Equity Interests of any nature or to issue any other securities
     convertible into or granting the right to purchase or



     exchange for any Equity Interests of any nature of any Issuer, to any
     Person other than the Pledgor, sell, assign, transfer, exchange, or
     otherwise dispose of, or grant any option with respect to, the Collateral,
     except as permitted by Sections 10.2.1, 10.2.9 or 10.2.10 of the Credit
     Agreement, or create, incur or permit to exist any Lien or option in favor
     of, or any material adverse claim of any Person with respect to, any of
     the Collateral, or any interest therein, except for the security interests
     created by this Agreement and Liens arising by operation of law.

           (c) The Pledgor shall defend the security interest created by this
     Agreement as a perfected security interest against claims and demands of
     all Persons whomsoever. At any time and from time to time, upon the
     written request of the Agent, and at the sole expense of the Pledgor, the
     Pledgor will promptly and duly execute and deliver such further
     instruments and documents and take such further actions as the Agent may
     reasonably request for the purposes of obtaining or preserving the full
     benefits of this Agreement and of the rights and powers herein granted. In
     the event that an Event of Default has occurred and is continuing, if any
     amount payable under or in connection with any of the Collateral shall be
     or become evidenced by any instrument (including any promissory note) or
     chattel paper (in each case as defined in the Code), such instrument or
     chattel paper shall be immediately delivered to the Agent, duly endorsed
     in a manner satisfactory to the Agent, to be held as Collateral pursuant
     to this Agreement. Prior to such delivery, the Pledgor shall hold all such
     instruments and chattel paper in trust for the Agent, for the ratable
     benefit of the Lenders, and shall not commingle any of the foregoing with
     any assets of the Pledgor.

          (d) The Pledgor shall pay, and save the Agent and the Lenders
     harmless from, any and all liabilities with respect to, or resulting from
     any delay in paying, any and all stamp, excise, sales or other similar
     taxes which may be payable or determined to be payable with respect to any
     of the Collateral or in connection with any of the transactions
     contemplated by this Agreement.

     6.    Cash Dividends; Voting Rights. Unless an Event of Default shall have
occurred and be continuing and the Agent shall have given notice to the Pledgor
of the Agent's intent to exercise its corresponding rights pursuant to paragraph
7 below, the Pledgor shall be permitted to receive all dividends and
distributions paid or made in respect of the Pledged Equity Interests and to
exercise all voting and corporate or limited liability company (as the case may
be) and other rights with respect to the Pledged Equity Interests; provided,
however, that no vote shall be cast or corporate or limited liability company
(as the case may be) right exercised or other action taken which would
materially impair the Collateral (other than pursuant to a transaction permitted
under the Credit Agreement) or result in any violation of any provision of the
Credit Agreement, this Agreement or any other Credit Document.

     7.    Rights of the Lenders and the Agent. If an Event of Default shall
occur and be continuing and the Agent shall give notice to the Pledgor of its
intent to exercise such rights, (i) the Agent shall have the right to receive
any and all cash dividends paid in respect of the Pledged Equity



Interests and make application thereof to the Obligations in such order as the
Agent may determine and (ii) the Agent shall have the right to cause all of the
Pledged Equity Interests to be registered in the name of the Agent or its
nominee, and the Agent or its nominee may thereafter exercise (x) all voting and
corporate or limited liability company (as the case may be) and other rights
pertaining to such Pledged Equity Interests at any meeting of equity holders of
any Issuer or otherwise and (y) any and all rights of conversion, exchange,
subscription and any other rights, privileges or options pertaining to such
Pledged Equity Interests as if it were the absolute owner thereof (including,
without limitation, the right to exchange at its discretion any and all of the
Pledged Equity Interests upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the structure of any Issuer, or
upon the exercise by the Pledgor or the Agent of any right, privilege or option
pertaining to such Pledged Equity Interests, and in connection therewith, the
right to deposit and deliver any and all of the Pledged Equity Interests with
any committee, depositary, transfer agent, registrar or other designated agency
upon such terms and conditions as the Agent may determine), all without
liability (other than for its gross negligence or willful misconduct) except to
account for property actually received by it, but the Agent shall have no duty
to the Pledgor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing; provided that the
Agent shall not exercise any voting or other consensual rights pertaining to the
Pledged Equity Interests in any way that would constitute an exercise of the
remedies described in paragraph 8 other than in accordance with such paragraph
8.

     8.    Remedies. If an Event of Default shall occur and be continuing, the
Agent, on behalf of the Lenders, may (and upon written instructions to do so
from the Required Lenders, shall) exercise all rights and remedies of a secured
party under the Code, and, to the extent permitted by law, all other rights and
remedies granted in this Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations. Without limiting the
generality of the foregoing, the Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon the Pledgor or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may (and upon written instructions to do so from the Required
Lenders, shall) in such circumstances, to the extent permitted by law, forthwith
collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, assign, give option or options to purchase
or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, in the over-the-counter market, at any exchange, broker's
board or office of the Agent or any Lender or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit risk.
The Agent or any Lender shall have the right, to the extent permitted by law,
upon any such sale or sales, to purchase the whole or any part of the Collateral
so sold, free of any right or equity of redemption in the Pledgor, which right
or equity is hereby waived or released. The Agent shall apply any Proceeds from
time to time held by it and the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all reasonable
costs and expenses of every kind incurred in respect thereof or incidental to
the care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Agent and the Lenders hereunder, including,
without limitation, reasonable



attorneys' fees and disbursements of counsel to the Agent, to the payment in
whole or in part of the Obligations, in such order as the Agent may elect, and
only after such application and after the payment by the Agent of any other
amount required by any provision of law, including, without limitation, Section
9-615(a) of the Code, need the Agent account for the surplus, if any, to the
Pledgor. To the extent permitted by applicable law, the Pledgor waives all
claims, damages and demands it may acquire against the Agent or any Lender
arising out of the repossession, retention or sale of the Collateral, other than
any such claims, damages and demands that may arise from the gross negligence or
willful misconduct of any of them. If any notice of a proposed sale or other
disposition of Collateral shall be required by law, such notice shall be deemed
reasonable and proper if given at least 10 days before such sale or other
disposition. The Pledgor shall remain liable for any deficiency if the proceeds
of any sale or other disposition of Collateral are insufficient to pay the then
outstanding Obligations and the fees and disbursements of any attorneys employed
by the Agent or any Lender to collect such deficiency.

     9.    Registration Rights; Private Sales.

           (a) If the Agent shall determine to exercise its right to sell any
     or all of the Pledged Equity Interests pursuant to paragraph 8 hereof, and
     if in the reasonable opinion of the Agent it is necessary or reasonably
     advisable to have the Pledged Equity Interests, or that portion thereof to
     be sold, registered under the provisions of the Securities Act, the
     Pledgor will use its best efforts to cause each Issuer thereof (i) to
     execute and deliver, and cause the directors and officers of such Issuer
     to execute and deliver, all such instruments and documents, and do or
     cause to be done all such other acts as may be, in the reasonable opinion
     of the Agent, necessary or reasonably advisable to register the Pledged
     Equity Interests to be sold, or that portion thereof to be sold under the
     provisions of the Securities Act, (ii) to use its best efforts to cause
     the registration statement relating thereto to become effective and to
     remain effective for a period of not more than one year from the date of
     the first public offering of the Pledged Equity Interests, or that portion
     thereof to be sold, ending when all such Pledged Equity Interests are
     sold, and (iii) to make all amendments thereto and/or to the related
     prospectus which, in the reasonable opinion of the Agent, are necessary or
     reasonably advisable, all in conformity with the requirements of the
     Securities Act and the rules and regulations of the Securities and
     Exchange Commission applicable thereto. If the Agent shall determine to
     exercise its right to sell any or all of the Pledged Equity Interests
     pursuant to paragraph 8 hereof, and if in the reasonable opinion of the
     Agent it is necessary or reasonably advisable to comply with the
     provisions of the securities or "Blue Sky" laws of any jurisdiction, the
     Pledgor agrees to use its best efforts to cause each such Issuer to comply
     with the provisions of the securities or "Blue Sky" laws of any and all
     jurisdictions which the Agent shall reasonably designate and to make
     available to its security holders, as soon as practicable, an earnings
     statement (which need not be audited) which will satisfy the provisions of
     Section 11(a) of the Securities Act.

          (b) The Pledgor recognizes that the Agent may be unable to effect a
     public sale of any or all the Pledged Equity Interests, by reason of
     certain prohibitions contained in the



     Securities Act and applicable state securities laws or otherwise, and may
     be compelled to resort to one or more private sales thereof to a
     restricted group of purchasers which will be obliged to agree, among other
     things, to acquire such securities for their own account for investment
     and not with a view to the distribution or resale thereof. The Pledgor
     acknowledges and agrees that any such private sale may result in prices
     and other terms less favorable than if such sale were a public sale and,
     notwithstanding such circumstances, agrees that any such private sale
     shall be deemed to have been made in a commercially reasonable manner. The
     Agent shall be under no obligation to delay a sale of any of the Pledged
     Equity Interests for the period of time necessary to permit the Issuer
     thereof to register such securities for public sale under the Securities
     Act, or under applicable state securities laws, even if such Issuer would
     agree to do so.

          (c) The Pledgor further agrees to use its best efforts to do or
     cause to be done all such other acts as may be necessary to make such sale
     or sales of all or any portion of the Pledged Equity Interests pursuant to
     this paragraph 9 valid and binding and in compliance with any and all
     other applicable Requirements of Law. The Pledgor further agrees that a
     breach of any of the covenants contained in this Section will cause
     irreparable injury to the Agent and the Lenders, that the Agent and the
     Lenders have no adequate remedy at law in respect of such breach and, as a
     consequence, that each and every covenant contained in this Section shall
     be specifically enforceable against the Pledgor, and, to the extent
     permitted by law, the Pledgor hereby waives and agrees not to assert any
     defenses against an action for specific performance of such covenants
     except for a defense that no Event of Default has occurred and is
     continuing under the Credit Agreement.

     10. Irrevocable Authorization and Instruction to Issuers. The Pledgor
hereby authorizes and instructs each Issuer to comply with any instruction
received by it from the Agent in writing that (a) states that an Event of
Default has occurred and is continuing and (b) is otherwise in accordance with
the terms of this Agreement, without any other or further instructions from the
Pledgor, and the Pledgor agrees that each Issuer shall be fully protected in so
complying. Furthermore, to the extent any portion of the Collateral may now or
hereafter consist of uncertificated securities within the meaning of Article 8
of the UCC, the Pledgor irrevocably authorizes and instructs each Issuer to
comply with any instruction received by it from the Agent with respect to such
Collateral without any other or further instructions from or consent of the
Pledgor, and the Pledgor agrees that each Issuer shall be fully protected in so
complying; provided, however, that the Agent agrees that it will not issue or
deliver any instructions to any Issuer except after the occurrence and during
the continuation of an Event of Default.

     11. Agent's Appointment as Attorney-in-Fact.

           (a) The Pledgor hereby irrevocably constitutes and appoints the
     Agent and any officer or agent of the Agent, with full power of
     substitution, as its true and lawful attorney-in-fact with full irrevocable
     power and authority in the place and stead of the Pledgor and in the name
     of the Pledgor or in the Agent's own name, from time to time in



     the Agent's discretion, in the event that an Event of Default has occurred
     and is continuing, and to the extent permitted by law, to take any and all
     appropriate action and to execute any and all documents and instruments
     which may be necessary or reasonably desirable to accomplish the purposes
     of this Agreement, including, without limitation, any financing
     statements, endorsements, assignments or other instruments of transfer.

          (b) The Pledgor hereby ratifies all that said attorneys shall
     lawfully do or cause to be done pursuant to the power of attorney granted
     in paragraph 11. All powers, authorizations and agencies contained in this
     Agreement with respect to the Collateral are powers coupled with an
     interest and are irrevocable for so long as there are Revolver Commitments
     outstanding under the Credit Agreement and thereafter until payment in
     full of the Obligations (except for contingent obligations of Borrowers
     under indemnifications that survive termination of the Revolver
     Commitments).

     12.   Duty of Agent. The Agent's sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the Code or otherwise, shall be to deal with it in the same
manner as the Agent deals with similar securities and property for its own
account. None of the Agent any Lender nor any of their respective directors,
officers, employees or agents shall be liable for failure to demand, collect or
realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of the Pledgor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.

     13.   Authorization to File Financing Statements, Etc. Pursuant to any
applicable law, the Pledgor authorizes the Agent to file or record financing
statements and other filing or recording documents or instruments with respect
to the Collateral without the further signature or consent of the Pledgor in
such form and in such offices as the Agent determines appropriate to perfect the
security interests of the Agent under this Agreement.

     14.   Authority of Agent. The Pledgor acknowledges that the rights and
responsibilities of the Agent under this Agreement with respect to any action
taken by the Agent or the exercise or non-exercise by the Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as among the Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Agent and the Pledgor, the Agent shall be conclusively presumed to be acting as
agent for the Lenders with full and valid authority so to act or refrain from
acting, and neither the Pledgor nor any Issuer shall be under any obligation to
make any inquiry respecting such authority.

     15.   Notices. All notices, requests and demands under this Agreement shall
be given, and shall be deemed effective, in accordance with Section 15.9 of the
Credit Agreement, except that (a) notices to the Pledgor (if other than
Remington) shall be delivered to it care of Remington at the address for
Remington set forth in the Credit Agreement, (b) notices to the Issuers (other
than RLC)



shall be given at the addresses set forth under their signatures below with a
copy to Remington at the address for Remington set forth in the Credit Agreement
and (c) notices to RLC shall be sent to the following address:

     Remington Licensing Corporation
     _______________________________
     _______________________________
     _______________________________

     with a copy to Remington at the address for Remington set forth in the
     Credit Agreement.

     The Agent, the Pledgor and each Issuer may change its address and
transmission numbers for notices by notice in the manner provided in Section
15.9 of the Credit Agreement.

     16.   Release of Collateral and Termination.

           (a) At such time as the Obligations (except for contingent
     obligations of any Obligor under indemnifications that survive termination
     of the Revolver Commitments) have been paid in full and the Revolver
     Commitments have been terminated, the Collateral shall be released from
     the Liens created hereby, and this Agreement and all obligations (other
     than those expressly stated to survive such termination) of the Agent and
     the Pledgor hereunder shall terminate, all without delivery of any
     instrument or performance of any act by any party, and all rights to the
     Collateral shall revert to the Pledgor. Upon request of the Pledgor
     following any such termination, the Agent shall deliver (at the sole cost
     and expense of the Pledgor) to the Pledgor any Collateral held by the
     Agent hereunder, and execute and deliver (at the sole cost and expense of
     the Pledgor) to the Pledgor such documents as the Pledgor shall reasonably
     request to evidence such termination.

           (b) If any of the Collateral shall be sold, transferred or otherwise
     disposed of by the Pledgor in a transaction permitted by the Credit
     Agreement, then the Agent shall execute and deliver to the Pledgor (at the
     sole cost and expense of the Pledgor) all releases or other documents
     necessary or reasonably desirable for the release of the Liens created
     hereby on such Collateral.

           (c) The Agent, on behalf of the Lenders, hereby acknowledges that,
     notwithstanding the provisions of this Agreement, if certain bankruptcy or
     insolvency-related events occur with respect to the Pledgor, the Pledgor
     (or the Agent and the Lenders, if the Agent has exercised its rights under
     paragraph 8 hereof) may be contractually required under Section 4(a) of
     Article II of the Trademark Settlement Agreement to sell any Pledged
     Equity Interests of RLC (free of any Liens created by this Agreement) to
     RLC or to RPI, at their option, at such shares' book value, or, under
     certain circumstances, at their fair market value. The Agent, on behalf of
     the Lenders, agrees to be bound by the foregoing provisions of the
     Trademark Settlement Agreement and to release the Lien of



     this Agreement on the Pledged Equity Interests of RLC whenever and if so
     required.

     17.   Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     18.   Amendments in Writing; No Waiver; Cumulative Remedies.

           (a) None of the terms or provisions of this Agreement may be waived,
     amended, supplemented or otherwise modified except by a written instrument
     executed by the Pledgor and the Agent.

           (b) Neither the Agent nor any Lender shall by any act (except by a
     written instrument pursuant to paragraph 18 hereof), delay, indulgence,
     omission or otherwise be deemed to have waived any right or remedy
     hereunder or to have acquiesced in any Default or Event of Default or in
     any breach of any of the terms and conditions hereof. No failure to
     exercise, nor any delay in exercising, on the part of the Agent or any
     Lender, any right, power or privilege hereunder shall operate as a waiver
     thereof. No single or partial exercise of any right, power or privilege
     hereunder shall preclude any other or further exercise thereof or the
     exercise of any other right, power or privilege. A waiver by the Agent or
     any Lender of any right or remedy hereunder on any one occasion shall not
     be construed as a bar to any right or remedy which the Agent or such
     Lender would otherwise have on any future occasion.

           (c) The rights and remedies herein provided are cumulative, may be
     exercised singly or concurrently and are not exclusive of any other rights
     or remedies provided by law.

     19.   Section Headings. The section headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or
to be taken into consideration in the interpretation hereof.

     20.   Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of the Pledgor and shall inure to the benefit of the
Agent, the Other Representatives and the Lenders and their successors and
assigns.

     21.   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW); PROVIDED, HOWEVER, THAT IF ANY COLLATERAL SHALL BE
LOCATED IN ANY JURISDICTION



OTHER THAN NEW YORK, THE LAWS OF SUCH JURISDICTION SHALL GOVERN THE METHOD,
MANNER AND PROCEDURE FOR FORECLOSURE OF AGENT'S LIEN UPON COLLATERAL AND THE
ENFORCEMENT OF AGENT'S OTHER REMEDIES OF COLLATERAL TO THE EXTENT THAT THE LAWS
OF SUCH JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT WITH THE LAWS OF THE
STATE OF NEW YORK. NOTWITHSTANDING THE FOREGOING PROVISION FOR THE NOTICE AND
SALE OF COLLATERAL UNDER THE LAW OF THE SITUS, IT IS THE PARTIES' INTENTION THAT
NEW YORK LAW CONTROL THE OBLIGATIONS OF PLEDGOR UNDER THE CREDIT DOCUMENTS AND
THE ENFORCEMENT OF THE SAME SUCH THAT, FOR EXAMPLE, PLEDGOR AGREES AND
ACKNOWLEDGES THAT PURSUANT TO NEW YORK LAW PLEDGOR SHALL BE LIABLE FOR A
DEFICIENCY JUDGMENT NOTWITHSTANDING THE SALE OF REAL PROPERTY COLLATERAL UNDER A
POWER OF SALE AND FURTHER THAT LENDERS OR AGENT MAY, AT THEIR ELECTION, SEEK A
MONEY JUDGMENT UNDER THE CREDIT DOCUMENTS WITHOUT FIRST EXHAUSTING ALL
COLLATERAL SECURING THE OBLIGATIONS THEREUNDER.




     IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly
executed and delivered as of the date first above written.


                                      RA BRANDS, L.L.C.

                                      By  /s/ Thomas Millner
                                          -------------------------
                                      Name:   Thomas Millner
                                           -------------------------
                                      Title:  President
                                           -------------------------



                                        ACKNOWLEDGED AND AGREED AS OF
                                        THE DATE HEREOF BY:

                                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                                        as Agent

                                        By: /s/ Brian R. O'Fallon
                                           -------------------------
                                        Name:   Brian R. O'Fallon
                                              ----------------------
                                        Title:  Director
                                              ----------------------



                                   SCHEDULE 1
                               TO PLEDGE AGREEMENT

                     DESCRIPTION OF PLEDGED EQUITY INTERESTS

                                                      % of
                                                    Outstanding
                                 Type and Class of    Equity     Certificate
            Issuer               Equity Interests    Interests       No.
- -----------------------------------------------------------------------------
Remington Licensing Corporation    common stock        50%            A1
- -----------------------------------------------------------------------------

EX-10.23

                                                                   Exhibit 10.23
                                PLEDGE AGREEMENT

      THIS PLEDGE AGREEMENT, dated January 24, 2003, is made by REMINGTON ARMS
COMPANY, INC., a Delaware corporation (the "Pledgor"), in favor of WACHOVIA
BANK, NATIONAL ASSOCIATION, a national banking association, as collateral and
administrative agent (in such capacity, the "Agent") for the several banks and
other financial institutions (collectively, the "Lenders") from time to time
parties to the Credit Agreement, dated January 24, 2003 (as the same may be
amended, supplemented, waived or otherwise modified from time to time, the
"Credit Agreement"), among Pledgor and RA Factors, Inc., a Delaware corporation
("Factors"; Pledgor and Factors are hereinafter referred to collectively as the
"Borrowers"), Fleet Capital Corporation, as syndication agent, National City
Commercial Finance, Inc., as documentation agent, the Agent, and the Lenders.

                              W I T N E S S E T H :

      WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make loans and other extensions of credit to the Borrowers upon the
terms and subject to the conditions set forth in the Credit Agreement;

      WHEREAS, the Pledgor is the legal and beneficial owner of Pledged Equity
Interests (as hereinafter defined) issued by the Issuers (as hereinafter
defined); and

      WHEREAS, it is a condition precedent to the obligations of the Lenders to
make Revolver Loans and provide other financial accommodations to the Borrowers
under the Credit Agreement that Pledgor shall have executed and delivered this
Agreement to the Agent for the ratable benefit of the Lenders;

      WHEREAS, Pledgor has agreed to execute and deliver this Pledge Agreement
to the Agent, for the ratable benefit of the Lenders;

      NOW, THEREFORE, in consideration of the premises the Pledgor hereby agrees
with the Agent, for the ratable benefit of the Lenders, as follows:

      1.    Defined Terms.

      (a) Unless otherwise defined herein, capitalized terms defined in the
Credit Agreement are used herein as defined therein.

      (b) The following terms shall have the following meanings:



            "Additional Pledged Equity Interests": as defined in Section 5(a).

            "Agreement": this Pledge Agreement, as the same may be amended,
      supplemented, waived or otherwise modified from time to time.

            "Code": the Uniform Commercial Code (or any successor statute) as
      adopted and in force in the State of New York or, when the laws of any
      other state govern the method or manner of the perfection or enforcement
      of any security interest in any of the Collateral, the Uniform Commercial
      Code (or any successor statute) of such state.

            "Collateral": all of the Pledgor's right, title and interest in and
      to the Pledged Equity Interests and all Proceeds thereof.

            "Issuers": the collective reference to the companies identified on
      Schedule 1 attached hereto as the issuers of the Pledged Equity Interests;
      individually, an "Issuer."

            "Pledged Equity Interests": the Equity Interests listed on Schedule
      1 hereto, together with all certificates, options or similar rights of any
      nature whatsoever or any investment property (as defined in the Code) in
      the Issuers, in each case that may be issued to or held by the Pledgor
      while this Agreement is in effect, including Additional Pledged Equity
      Interests; provided that in no event shall more than 65% of the issued and
      outstanding shares of capital stock of any Foreign Subsidiary be Pledged
      Equity Interests.

            "Proceeds": all "proceeds" as such term is defined in Section
      9-102(64) of the Code and, in any event, shall include, without
      limitation, all dividends or other income from the Pledged Equity
      Interests, collections thereon or distributions with respect thereto.

            "Securities Act": the Securities Act of 1933, as amended.

      (c)   The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and section and paragraph
references are to this Agreement unless otherwise specified.

      (d)   The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.



      2. Pledge; Grant of Security Interest. The Pledgor hereby grants to Agent,
for the ratable benefit of the Lenders, a security interest in the Collateral,
as collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations, and hereby agrees that it will deliver or cause to be delivered to
the Agent, for the ratable benefit of the Lenders, all certificates representing
the Pledged Equity Interests no later than the date hereof, except for any
certificates representing Additional Pledged Equity Interests, which shall be
forthwith delivered to Agent upon the Pledgor's receipt thereof.

      3. Stock Powers. Concurrently with the delivery to the Agent of each
certificate representing any Pledged Equity Interest pursuant to paragraph 2
above, the Pledgor shall deliver an undated stock power or other instrument of
transfer covering such certificate, duly executed in blank by the Pledgor with,
if the Agent so requests, signature guaranteed.

      4. Representations and Warranties. The Pledgor represents and warrants
that:

            (a) The Pledged Equity Interests constitute 100% of the issued and
      outstanding Equity Interests of the Issuer held by the Pledgor on the date
      hereof.

            (b) All the Pledged Equity Interests have been (or, with respect to
      Additional Pledged Equity Interests, when pledged to the Agent, will be)
      duly and validly issued and are (or, with respect to Additional Pledged
      Equity Interests, when pledged to the Agent, will be) fully paid and
      nonassessable.

            (c) The Pledgor is (or, with respect to Additional Pledged Equity
      Interests, when pledged to the Agent, will be) the record and beneficial
      owner of, and has (or, with respect to Additional Pledged Equity
      Interests, when pledged to the Agent will have) good and marketable title
      to, the Pledged Equity Interests, free of any and all Liens or options in
      favor of, or material adverse claims on any of the Pledged Equity
      Interests by, any other Person, except the security interest created by
      this Agreement or any other Credit Document and Liens arising by operation
      of law.

            (d) There are no contractual or charter restrictions upon the voting
      rights or upon the transfer of any of the Collateral for which the consent
      from the applicable party has not been obtained previously.

            (e) The Pledgor has the right to vote, pledge and grant a security
      interest in or otherwise transfer the Collateral without the consent of
      any other party that has not been obtained previously and free of any
      Liens (other than Liens permitted under the Credit Documents), and without
      any restriction under the Organization Documents of the Pledgor or any
      Issuer or any agreement among the Pledgor's or any Issuer's equity
      holders.



            (f) This Agreement has been duly authorized, executed and delivered
      by the Pledgor and constitutes a legal, valid and binding obligation of
      the Pledgor, enforceable in accordance with its terms except as affected
      by bankruptcy, insolvency, fraudulent conveyance,
      reorganization,moratorium and other similar laws relating to or affecting
      creditors' rights generally, general equitable principles (whether
      considered in a proceeding in equity or at law) and an implied covenant of
      good faith and fair dealing.

            (g) The execution, delivery and performance by the Pledgor of this
      Agreement and the exercise by the Agent of its rights and remedies
      hereunder do not and will not result in the violation of (i) the
      Organization Documents of the Pledgor, (ii) any agreement, indenture or
      instrument by which the Pledgor or any Issuer is bound to the extent that
      any such violation could reasonably be expected to have a Material Adverse
      Effect or (iii) Applicable Law to which the Pledgor or any Issuer is
      subject (except the Pledgor makes no representation or warranty about
      Lender's prospective compliance with any federal or state laws or
      regulations governing the sale or exchange of securities);

            (h) No Pledged Equity Interest is now or will hereafter be held or
      maintained in the form of a securities entitlement or credited to any
      securities account.

            (i) All of the Pledged Equity Interests are now and will hereafter
      be evidenced by certificates.

            (k) Upon delivery to the Agent of all certificates evidencing any
      Pledged Equity Interests, the security interest created by this Agreement,
      assuming the continuing possession of the Pledged Equity Interests by the
      Agent, will constitute a valid and perfected first priority security
      interest in the Collateral to the extent provided in the Code, enforceable
      in accordance with its terms against all creditors of the Pledgor and any
      Persons purporting to purchase any Collateral from the Pledgor, except as
      affected by bankruptcy, insolvency, fraudulent conveyance,
      reorganization,moratorium and other similar laws relating to or affecting
      creditors' rights generally, general equitable principles (whether
      considered in a proceeding in equity or at law) and an implied covenant of
      good faith and fair dealing; provided, however, that the above
      representation and warranty does not apply to any Lien arising by
      operation of law and entitled to a priority over the security interest
      created by this Agreement.

      5. Covenants. The Pledgor covenants and agrees with the Agent and the
Lenders that, from and after the date of this Agreement for so long as there are
Revolver Commitments outstanding under the Credit Agreement and thereafter until
payment in full of the Obligations (except for contingent obligations of any
Obligor under indemnifications that survive termination of the Revolver
Commitments):

            (a) If the Pledgor shall, as a result of its ownership of the
      Pledged Equity Interests, become entitled to receive or shall receive any
      certificate (including, without



      limitation, any certificate representing a dividend payable in the form of
      an Equity Interest or a distribution in connection with any
      reclassification, increase or reduction of capital or any certificate
      issued in connection with any reorganization), stock option or similar
      rights, whether in addition to, in substitution of, as a conversion of, or
      in exchange for any Pledged Equity Interest, or otherwise in respect
      thereof (collectively, the "Additional Pledged Equity Interests"), the
      Pledgor shall accept the same as the agent of the Agent and the Lenders,
      hold the same in trust for the Agent and the Lenders and deliver the same
      forthwith to the Agent in the exact form received, duly indorsed by the
      Pledgor to the Agent, if required, together with an undated stock power
      covering such certificate duly executed in blank by the Pledgor and with,
      if the Agent so requests, signature guaranteed, to be held by the Agent,
      subject to the terms hereof, as additional collateral security for the
      Obligations. Any sums paid upon or in respect of the Pledged Equity
      Interests upon the liquidation or dissolution of any Issuer (other than
      pursuant to a transaction permitted under Sections 10.2.1 or 10.2.9 of the
      Credit Agreement) shall be paid over to the Agent to be held by it
      hereunder as additional collateral security for the Obligations, and in
      case any property shall be distributed upon or with respect to the Pledged
      Equity Interests pursuant to the recapitalization or reclassification of
      the capital of any Issuer or pursuant to the reorganization thereof (other
      than pursuant to a transaction permitted under Sections 10.2.1 or 10.2.9
      of the Credit Agreement), the property so distributed shall be delivered
      to the Agent to be held by it hereunder as additional collateral security
      for the Obligations. If any such sums of money or property so paid or
      distributed in respect of the Pledged Equity Interests shall be received
      by the Pledgor, the Pledgor shall, until such money or property is paid or
      delivered to the Agent, hold such money or property in trust for the Agent
      and the Lenders, segregated from other funds of the Pledgor, as additional
      collateral security for the Obligations.

            (b) Without the prior written consent of the Agent, the Pledgor will
      not vote to enable, or take any other action to permit, any Issuer to
      issue any Equity Interests of any nature or to issue any other securities
      convertible into or granting the right to purchase or exchange for any
      Equity Interests of any nature of any Issuer, to any Person other than the
      Pledgor, sell, assign, transfer, exchange, or otherwise dispose of, or
      grant any option with respect to, the Collateral, except as permitted by
      Sections 10.2.1, 10.2.9 or 10.2.10 of the Credit Agreement, or create,
      incur or permit to exist any Lien or option in favor of, or any material
      adverse claim of any Person with respect to, any of the Collateral, or any
      interest therein, except for the security interests created by this
      Agreement and Liens arising by operation of law.

            (c) The Pledgor shall defend the security interest created by this
      Agreement as a perfected security interest against claims and demands of
      all Persons whomsoever. At any time and from time to time, upon the
      written request of the Agent, and at the sole expense of the Pledgor, the
      Pledgor will promptly and duly execute and deliver such further
      instruments and documents and take such further actions as the Agent may
      reasonably request for the purposes of obtaining or preserving the full
      benefits of this Agreement and



      of the rights and powers herein granted. In the event that an Event of
      Default has occurred and is continuing, if any amount payable under or in
      connection with any of the Collateral shall be or become evidenced by any
      instrument (including any promissory note) or chattel paper (in each case
      as defined in the Code), such instrument or chattel paper shall be
      immediately delivered to the Agent, duly endorsed in a manner satisfactory
      to the Agent, to be held as Collateral pursuant to this Agreement. Prior
      to such delivery, the Pledgor shall hold all such instruments and chattel
      paper in trust for the Agent, for the ratable benefit of the Lenders, and
      shall not commingle any of the foregoing with any assets of the Pledgor.

            (d) The Pledgor shall pay, and save the Agent and the Lenders
      harmless from, any and all liabilities with respect to, or resulting from
      any delay in paying, any and all stamp, excise, sales or other similar
      taxes which may be payable or determined to be payable with respect to any
      of the Collateral or in connection with any of the transactions
      contemplated by this Agreement.

      6. Cash Dividends; Voting Rights. Unless an Event of Default shall have
occurred and be continuing and the Agent shall have given notice to the Pledgor
of the Agent's intent to exercise its corresponding rights pursuant to paragraph
7 below, the Pledgor shall be permitted to receive all dividends and
distributions paid or made in respect of the Pledged Equity Interests and to
exercise all voting and corporate or limited liability company (as the case may
be) and other rights with respect to the Pledged Equity Interests; provided,
however, that no vote shall be cast or corporate or limited liability company
(as the case may be) right exercised or other action taken which would
materially impair the Collateral (other than pursuant to a transaction permitted
under the Credit Agreement) or result in any violation of any provision of the
Credit Agreement, this Agreement or any other Credit Document.

      7. Rights of the Lenders and the Agent. If an Event of Default shall occur
and be continuing and the Agent shall give notice to the Pledgor of its intent
to exercise such rights, (i) the Agent shall have the right to receive any and
all cash dividends paid in respect of the Pledged Equity Interests and make
application thereof to the Obligations in such order as the Agent may determine
and (ii) the Agent shall have the right to cause all of the Pledged Equity
Interests to be registered in the name of the Agent or its nominee, and the
Agent or its nominee may thereafter exercise (x) all voting and corporate or
limited liability company (as the case may be) and other rights pertaining to
such Pledged Equity Interests at any meeting of equity holders of any Issuer or
otherwise and (y) any and all rights of conversion, exchange, subscription and
any other rights, privileges or options pertaining to such Pledged Equity
Interests as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged
Equity Interests upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the structure of any Issuer, or
upon the exercise by the Pledgor or the Agent of any right, privilege or option
pertaining to such Pledged Equity Interests, and in connection therewith, the
right to deposit and deliver any and all of the Pledged Equity Interests with
any committee, depositary, transfer agent, registrar or other designated agency
upon such terms and conditions as the Agent may determine), all without
liability (other than for its gross negligence or willful misconduct) except to



account for property actually received by it, but the Agent shall have no duty
to the Pledgor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing; provided that the
Agent shall not exercise any voting or other consensual rights pertaining to the
Pledged Equity Interests in any way that would constitute an exercise of the
remedies described in paragraph 8 other than in accordance with such paragraph
8.

      8. Remedies. If an Event of Default shall occur and be continuing, the
Agent, on behalf of the Lenders, may (and upon written instructions to do so
from the Required Lenders, shall) exercise all rights and remedies of a secured
party under the Code, and, to the extent permitted by law, all other rights and
remedies granted in this Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations. Without limiting the
generality of the foregoing, the Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon the Pledgor or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may (and upon written instructions to do so from the Required
Lenders, shall) in such circumstances, to the extent permitted by law, forthwith
collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, assign, give option or options to purchase
or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, in the over-the-counter market, at any exchange, broker's
board or office of the Agent or any Lender or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit risk.
The Agent or any Lender shall have the right, to the extent permitted by law,
upon any such sale or sales, to purchase the whole or any part of the Collateral
so sold, free of any right or equity of redemption in the Pledgor, which right
or equity is hereby waived or released. The Agent shall apply any Proceeds from
time to time held by it and the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all reasonable
costs and expenses of every kind incurred in respect thereof or incidental to
the care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Agent and the Lenders hereunder, including,
without limitation, reasonable attorneys' fees and disbursements of counsel to
the Agent, to the payment in whole or in part of the Obligations, in such order
as the Agent may elect, and only after such application and after the payment by
the Agent of any other amount required by any provision of law, including,
without limitation, Section 9-615(a) of the Code, need the Agent account for the
surplus, if any, to the Pledgor. To the extent permitted by applicable law, the
Pledgor waives all claims, damages and demands it may acquire against the Agent
or any Lender arising out of the repossession, retention or sale of the
Collateral, other than any such claims, damages and demands that may arise from
the gross negligence or willful misconduct of any of them. If any notice of a
proposed sale or other disposition of Collateral shall be required by law, such
notice shall be deemed reasonable and proper if given at least 10 days before
such sale or other disposition. The Pledgor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of Collateral are
insufficient to pay the then outstanding Obligations and the fees and
disbursements of any attorneys employed by the Agent or any Lender to collect
such deficiency.



      9. Registration Rights; Private Sales.

            (a) If the Agent shall determine to exercise its right to sell any
      or all of the Pledged Equity Interests pursuant to paragraph 8 hereof, and
      if in the reasonable opinion of the Agent it is necessary or reasonably
      advisable to have the Pledged Equity Interests, or that portion thereof to
      be sold, registered under the provisions of the Securities Act, the
      Pledgor will use its best efforts to cause each Issuer thereof (i) to
      execute and deliver, and cause the directors and officers of such Issuer
      to execute and deliver, all such instruments and documents, and do or
      cause to be done all such other acts as may be, in the reasonable opinion
      of the Agent, necessary or reasonably advisable to register the Pledged
      Equity Interests to be sold, or that portion thereof to be sold under the
      provisions of the Securities Act, (ii) to use its best efforts to cause
      the registration statement relating thereto to become effective and to
      remain effective for a period of not more than one year from the date of
      the first public offering of the Pledged Equity Interests, or that portion
      thereof to be sold, ending when all such Pledged Equity Interests are
      sold, and (iii) to make all amendments thereto and/or to the related
      prospectus which, in the reasonable opinion of the Agent, are necessary or
      reasonably advisable, all in conformity with the requirements of the
      Securities Act and the rules and regulations of the Securities and
      Exchange Commission applicable thereto. If the Agent shall determine to
      exercise its right to sell any or all of the Pledged Equity Interests
      pursuant to paragraph 8 hereof, and if in the reasonable opinion of the
      Agent it is necessary or reasonably advisable to comply with the
      provisions of the securities or "Blue Sky" laws of any jurisdiction, the
      Pledgor agrees to use its best efforts to cause each such Issuer to comply
      with the provisions of the securities or "Blue Sky" laws of any and all
      jurisdictions which the Agent shall reasonably designate and to make
      available to its security holders, as soon as practicable, an earnings
      statement (which need not be audited) which will satisfy the provisions of
      Section 11(a) of the Securities Act.

            (b) The Pledgor recognizes that the Agent may be unable to effect a
      public sale of any or all the Pledged Equity Interests, by reason of
      certain prohibitions contained in the Securities Act and applicable state
      securities laws or otherwise, and may be compelled to resort to one or
      more private sales thereof to a restricted group of purchasers which will
      be obliged to agree, among other things, to acquire such securities for
      their own account for investment and not with a view to the distribution
      or resale thereof. The Pledgor acknowledges and agrees that any such
      private sale may result in prices and other terms less favorable than if
      such sale were a public sale and, notwithstanding such circumstances,
      agrees that any such private sale shall be deemed to have been made in a
      commercially reasonable manner. The Agent shall be under no obligation to
      delay a sale of any of the Pledged Equity Interests for the period of time
      necessary to permit the Issuer thereof to register such securities for
      public sale under the Securities Act, or under applicable state securities
      laws, even if such Issuer would agree to do so.

            (c) The Pledgor further agrees to use its best efforts to do or
      cause to be done all such other acts as may be necessary to make such sale
      or sales of all or any portion of the



      Pledged Equity Interests pursuant to this paragraph 9 valid and binding
      and in compliance with any and all other applicable Requirements of Law.
      The Pledgor further agrees that a breach of any of the covenants contained
      in this Section will cause irreparable injury to the Agent and the
      Lenders, that the Agent and the Lenders have no adequate remedy at law in
      respect of such breach and, as a consequence, that each and every covenant
      contained in this Section shall be specifically enforceable against the
      Pledgor, and, to the extent permitted by law, the Pledgor hereby waives
      and agrees not to assert any defenses against an action for specific
      performance of such covenants except for a defense that no Event of
      Default has occurred and is continuing under the Credit Agreement.

      10. Irrevocable Authorization and Instruction to Issuers. The Pledgor
hereby authorizes and instructs each Issuer to comply with any instruction
received by it from the Agent in writing that (a) states that an Event of
Default has occurred and is continuing and (b) is otherwise in accordance with
the terms of this Agreement, without any other or further instructions from the
Pledgor, and the Pledgor agrees that each Issuer shall be fully protected in so
complying. Furthermore, to the extent any portion of the Collateral may now or
hereafter consist of uncertificated securities within the meaning of Article 8
of the UCC, the Pledgor irrevocably authorizes and instructs each Issuer to
comply with any instruction received by it from the Agent with respect to such
Collateral without any other or further instructions from or consent of the
Pledgor, and the Pledgor agrees that each Issuer shall be fully protected in so
complying; provided, however, that the Agent agrees that it will not issue or
deliver any instructions to any Issuer except after the occurrence and during
the continuation of an Event of Default.

      11. Agent's Appointment as Attorney-in-Fact.

            (a) The Pledgor hereby irrevocably constitutes and appoints the
      Agent and any officer or agent of the Agent, with full power of
      substitution, as its true and lawful attorney-in-fact with full
      irrevocable power and authority in the place and stead of the Pledgor and
      in the name of the Pledgor or in the Agent's own name, from time to time
      in the Agent's discretion, in the event that an Event of Default has
      occurred and is continuing, and to the extent permitted by law, to take
      any and all appropriate action and to execute any and all documents and
      instruments which may be necessary or reasonably desirable to accomplish
      the purposes of this Agreement, including, without limitation, any
      financing statements, endorsements, assignments or other instruments of
      transfer.

            (b) The Pledgor hereby ratifies all that said attorneys shall
      lawfully do or cause to be done pursuant to the power of attorney granted
      in paragraph 11. All powers, authorizations and agencies contained in this
      Agreement with respect to the Collateral are powers coupled with an
      interest and are irrevocable for so long as there are Revolver Commitments
      outstanding under the Credit Agreement and thereafter until payment in
      full of the Obligations (except for contingent obligations of any Obligor
      under indemnifications that survive termination of the Revolver
      Commitments).



      12. Duty of Agent. The Agent's sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the Code or otherwise, shall be to deal with it in the same
manner as the Agent deals with similar securities and property for its own
account. None of the Agent any Lender nor any of their respective directors,
officers, employees or agents shall be liable for failure to demand, collect or
realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of the Pledgor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.

      13. Authorization to File Financing Statements, Etc. Pursuant to any
applicable law, the Pledgor authorizes the Agent to file or record financing
statements and other filing or recording documents or instruments with respect
to the Collateral without the further signature or consent of the Pledgor in
such form and in such offices as the Agent determines appropriate to perfect the
security interests of the Agent under this Agreement.

      14. Authority of Agent. The Pledgor acknowledges that the rights and
responsibilities of the Agent under this Agreement with respect to any action
taken by the Agent or the exercise or non-exercise by the Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as among the Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Agent and the Pledgor, the Agent shall be conclusively presumed to be acting as
agent for the Lenders with full and valid authority so to act or refrain from
acting, and neither the Pledgor nor any Issuer shall be under any obligation to
make any inquiry respecting such authority.

      15. Notices. All notices, requests and demands under this Agreement shall
be given, and shall be deemed effective, in accordance with Section 15.9 of the
Credit Agreement, except that (a) notices to the Pledgor (if other than
Remington) shall be delivered to it care of Remington at the address for
Remington set forth in the Credit Agreement and (b) notices to the Issuers shall
be given at the addresses set forth under their signatures below with a copy to
Remington at the address for Remington set forth in the Credit Agreement. The
Agent, the Pledgor and each Issuer may change its address and transmission
numbers for notices by notice in the manner provided in Section 15.9 of the
Credit Agreement.

      16. Release of Collateral and Termination.

            (a) At such time as the Obligations (except for contingent
      obligations of any Obligor under indemnifications that survive termination
      of the Revolver Commitments) have been paid in full and the Revolver
      Commitments have been terminated, the Collateral shall be released from
      the Liens created hereby, and this Agreement and all obligations (other
      than those expressly stated to survive such termination) of the Agent and
      the Pledgor hereunder shall terminate, all without delivery of any
      instrument or performance of any act by any party, and all rights to the
      Collateral shall revert to the Pledgor. Upon request of the



      Pledgor following any such termination, the Agent shall deliver (at the
      sole cost and expense of the Pledgor) to the Pledgor any Collateral held
      by the Agent hereunder, and execute and deliver (at the sole cost and
      expense of the Pledgor) to the Pledgor such documents as the Pledgor shall
      reasonably request to evidence such termination.

            (b) If any of the Collateral shall be sold, transferred or otherwise
      disposed of by the Pledgor in a transaction permitted by the Credit
      Agreement, then the Agent shall execute and deliver to the Pledgor (at the
      sole cost and expense of the Pledgor) all releases or other documents
      necessary or reasonably desirable for the release of the Liens created
      hereby on such Collateral.


      17. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      18. Amendments in Writing; No Waiver; Cumulative Remedies.

            (a) None of the terms or provisions of this Agreement may be waived,
      amended, supplemented or otherwise modified except by a written instrument
      executed by the Pledgor and the Agent.

            (b) Neither the Agent nor any Lender shall by any act (except by a
      written instrument pursuant to paragraph 18 hereof), delay, indulgence,
      omission or otherwise be deemed to have waived any right or remedy
      hereunder or to have acquiesced in any Default or Event of Default or in
      any breach of any of the terms and conditions hereof. No failure to
      exercise, nor any delay in exercising, on the part of the Agent or any
      Lender, any right, power or privilege hereunder shall operate as a waiver
      thereof. No single or partial exercise of any right, power or privilege
      hereunder shall preclude any other or further exercise thereof or the
      exercise of any other right, power or privilege. A waiver by the Agent or
      any Lender of any right or remedy hereunder on any one occasion shall not
      be construed as a bar to any right or remedy which the Agent or such
      Lender would otherwise have on any future occasion.

            (c) The rights and remedies herein provided are cumulative, may be
      exercised singly or concurrently and are not exclusive of any other rights
      or remedies provided by law.

      19. Section Headings. The section headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or
to be taken into consideration in the interpretation hereof.



      20. Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of the Pledgor and shall inure to the benefit of the
Agent, the Other Representatives and the Lenders and their successors and
assigns.

      21. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW); PROVIDED, HOWEVER, THAT IF ANY COLLATERAL SHALL BE
LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE LAWS OF SUCH JURISDICTION
SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF AGENT'S LIEN
UPON COLLATERAL AND THE ENFORCEMENT OF AGENT'S OTHER REMEDIES OF COLLATERAL TO
THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT
WITH THE LAWS OF THE STATE OF NEW YORK. NOTWITHSTANDING THE FOREGOING PROVISION
FOR THE NOTICE AND SALE OF COLLATERAL UNDER THE LAW OF THE SITUS, IT IS THE
PARTIES' INTENTION THAT NEW YORK LAW CONTROL THE OBLIGATIONS OF PLEDGOR UNDER
THE CREDIT DOCUMENTS AND THE ENFORCEMENT OF THE SAME SUCH THAT, FOR EXAMPLE,
PLEDGOR AGREES AND ACKNOWLEDGES THAT PURSUANT TO NEW YORK LAW PLEDGOR SHALL BE
LIABLE FOR A DEFICIENCY JUDGMENT NOTWITHSTANDING THE SALE OF REAL PROPERTY
COLLATERAL UNDER A POWER OF SALE AND FURTHER THAT LENDERS OR AGENT MAY, AT THEIR
ELECTION, SEEK A MONEY JUDGMENT UNDER THE CREDIT DOCUMENTS WITHOUT FIRST
EXHAUSTING ALL COLLATERAL SECURING THE OBLIGATIONS THEREUNDER.



      IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly
executed and delivered as of the date first above written.


                                      REMINGTON ARMS COMPANY, INC.

                                      By  /s/ Thomas Millner
                                          -------------------------
                                      Name:  Thomas Millner
                                          -------------------------
                                      Title: President
                                          -------------------------




                                            ACKNOWLEDGED AND AGREED AS OF
                                            THE DATE HEREOF BY:

                                            WACHOVIA BANK, NATIONAL ASSOCIATION,
                                            as Agent

                                            By /s/ Brian R. O'Fallon
                                               -------------------------
                                            Name:  Brian R. O'Fallon
                                                  -------------------
                                            Title: Director
                                                  -------------------



                                   SCHEDULE 1
                               TO PLEDGE AGREEMENT

                     DESCRIPTION OF PLEDGED EQUITY INTERESTS

                                                   % of
                         Type and Class of      Outstanding    Certificate
      Issuer             Equity Interests    Equity Interests       No.
- ---------------------------------------------------------------------------
RA Factors, Inc.          common stock           100%                1
- ---------------------------------------------------------------------------
RBC Holding, Inc.         common stock           100%                1
- ---------------------------------------------------------------------------
RA Brands, L.L.C.       units of membership       99%                2
                            interest
- ---------------------------------------------------------------------------



                      ACKNOWLEDGEMENT AND CONSENT OF ISSUER

      The undersigned hereby acknowledges receipt of a copy of the attached
Pledge Agreement (as the same may be amended, supplemented, waived or otherwise
modified from time to time, the "Pledge Agreement"), dated as of January 24,
2003, made by Remington Arms Company, Inc., a Delaware corporation, in favor of
Wachovia Bank, National Association, a national banking association, as
collateral and administrative agent (in such capacity, the "Agent") for the
several banks and other financial institutions (collectively, the "Lenders")
from time to time parties to the Credit Agreement, dated January 24, 2003 (as
the same may be amended, supplemented, waived or otherwise modified from time to
time, the "Credit Agreement"), among Remington Arms Company, Inc., a Delaware
corporation, and RA Factors, Inc., a Delaware corporation, Fleet Capital
Corporation, as syndication agent, National City Commercial Finance, Inc., as
documentation agent, the Agent, and the Lenders. The undersigned agrees for the
benefit of the Agent and the Lenders as follows:

      1. The undersigned will be bound by the terms of the Pledge Agreement and
will comply with the such terms insofar as such terms are applicable to the
undersigned.

      2. The undersigned will notify the Agent promptly in writing of the
occurrence of any of the events described in paragraph 5(a) of the Pledge
Agreement.

      3. The terms of paragraph 9 of the Pledge Agreement shall apply to it,
mutatis mutandis, with respect to all actions that may be required of it under
or pursuant to or arising out of Section 9 of the Pledge Agreement.

      4. With respect to any of the Collateral that may now or hereafter consist
of uncertificated securities within the meaning of Article 8 of the UCC, the
undersigned will comply with instructions originated by the Agent without the
further consent of the Pledgor.

                              RA BRANDS, L.L.C.


                              By  /s/ Thomas L. Millner
                                -------------------------
                               Title: President
                                     -------------------------

                              Address for Notices:

                              870 Remington Drive
                              Madison, North Carolina 27025
                              Attention: President
                              Telecopy No.: (336) 548-7801





                      ACKNOWLEDGEMENT AND CONSENT OF ISSUER

         The undersigned hereby acknowledges receipt of a copy of the attached
Pledge Agreement (as the same may be amended, supplemented, waived or otherwise
modified from time to time, the "Pledge Agreement"), dated January 24, 2003,
made by Remington Arms Company, Inc., a Delaware corporation ("Remington"), in
favor of Wachovia Bank, National Association, a national banking association, as
collateral and administrative agent (in such capacity, the "Agent") for the
several banks and other financial institutions (collectively, the "Lenders")
from time to time parties to the Credit Agreement, dated January 24, 2003 (as
the same may be amended, supplemented, waived or otherwise modified from time to
time, the "Credit Agreement"), among Remington and RA Factors, Inc., a Delaware
corporation, Fleet Capital Corporation, as syndication agent, National City
Commercial Finance, Inc., as documentation agent, the Agent, and the Lenders.
The undersigned agrees for the benefit of the Agent and the Lenders as follows:

         1. The undersigned will be bound by the terms of the Pledge Agreement
and will comply with the such terms insofar as such terms are applicable to the
undersigned.

         2. The undersigned will notify the Agent promptly in writing of the
occurrence of any of the events described in paragraph 5(a) of the Pledge
Agreement.

         3. The terms of paragraph 9 of the Pledge Agreement shall apply to it,
mutatis mutandis, with respect to all actions that may be required of it under
or pursuant to or arising out of Section 9 of the Pledge Agreement.

         4. With respect to any of the Collateral that may now or hereafter
consist of uncertificated securities within the meaning of Article 8 of the
UCC, the undersigned will comply with instructions originated by the Agent
without the further consent of the Pledgor.

                                            RA FACTORS, INC.

                                            By: /s/ Mark A. Little
                                                -----------------------
                                            Title:  President
                                                    -------------------


                                            Address for Notices:

                                            870 Remington Drive
                                            Madison, North Carolina 27025
                                            Attention: President
                                            Telecopy No.: (336) 548-7801




                   ACKNOWLEDGEMENT AND CONSENT OF ISSUER

         The undersigned hereby acknowledges receipt of a copy of the attached
Pledge Agreement (as the same may be amended, supplemented, waived or otherwise
modified from time to time, the "Pledge Agreement"), dated January 24, 2003,
made by Remington Arms Company, Inc., a Delaware corporation ("Remington"), in
favor of Wachovia Bank, National Association, a national banking association, as
collateral and administrative agent (in such capacity, the "Agent") for the
several banks and other financial institutions (collectively, the "Lenders")
from time to time parties to the Credit Agreement, dated January 24, 2003 (as
the same may be amended, supplemented, waived or otherwise modified from time to
time, the "Credit Agreement"), among Remington and RA Factors, Inc., a Delaware
corporation, Fleet Capital Corporation, as syndication agent, National City
Commercial Finance, Inc., as documentation agent, the Agent, and the Lenders.
The undersigned agrees for the benefit of the Agent and the Lenders as follows:

         1. The undersigned will be bound by the terms of the Pledge Agreement
and will comply with the such terms insofar as such terms are applicable to
the undersigned.

         2. The undersigned will notify the Agent promptly in writing of the
occurrence of any of the events described in paragraph 5(a) of the Pledge
Agreement.

         3. The terms of paragraph 9 of the Pledge Agreement shall apply to it,
mutatis mutandis, with respect to all actions that may be required of it under
or pursuant to or arising out of Section 9 of the Pledge Agreement.

         4. With respect to any of the Collateral that may now or hereafter
consist of uncertificated securities within the meaning of Article 8 of the
UCC, the undersigned will comply with instructions originated by the Agent
without the further consent of the Pledgor.

                                           RBC HOLDING, INC.

                                           By: /s/ Mark A. Little
                                               -----------------------
                                           Title:  Vice President
                                                   -------------------

                                           Address for Notices:

                                           870 Remington Drive
                                           Madison, North Carolina 27025
                                           Attention: President
                                           Telecopy No.: (336) 548-7801

EX-10.24

                                                                   Exhibit 10.24
                                PLEDGE AGREEMENT

      THIS PLEDGE AGREEMENT, dated January 24, 2003, is made by RBC HOLDING,
INC., a Delaware corporation (the "Pledgor"), in favor of WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association, as collateral and
administrative agent (in such capacity, the "Agent") for the several banks and
other financial institutions (collectively, the "Lenders") from time to time
parties to the Credit Agreement, dated January 24, 2003 (as the same may be
amended, supplemented, waived or otherwise modified from time to time, the
"Credit Agreement"), among Remington Arms Company, Inc., a Delaware corporation
("Remington"), and RA Factors, Inc., a Delaware corporation ("Factors";
Remington and Factors are hereinafter referred to collectively as the
"Borrowers"), Fleet Capital Corporation, as syndication agent, National City
Commercial Finance, Inc., as documentation agent, the Agent, and the Lenders.

                              W I T N E S S E T H :

      WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make loans and other extensions of credit to the Borrowers upon the
terms and subject to the conditions set forth in the Credit Agreement;

      WHEREAS, the Pledgor is the legal and beneficial owner of Pledged Equity
Interests (as hereinafter defined) issued by the Issuers (as hereinafter
defined); and

      WHEREAS, it is a condition precedent to the obligations of the Lenders to
make Revolver Loans and provide other financial accommodations to the Borrowers
under the Credit Agreement that Pledgor shall have executed and delivered this
Agreement to the Agent for the ratable benefit of the Lenders;

      WHEREAS, Pledgor has agreed to execute and deliver this Pledge Agreement
to the Agent, for the ratable benefit of the Lenders;

      NOW, THEREFORE, in consideration of the premises the Pledgor hereby agrees
with the Agent, for the ratable benefit of the Lenders, as follows:

      1. Defined Terms.

      (a)   Unless otherwise defined herein, capitalized terms defined in the
Credit Agreement are used herein as defined therein.

      (b)   The following terms shall have the following meanings:



            "Additional Pledged Equity Interests": as defined in Section 5(a).

            "Agreement": this Pledge Agreement, as the same may be amended,
      supplemented, waived or otherwise modified from time to time.

            "Code": the Uniform Commercial Code (or any successor statute) as
      adopted and in force in the State of New York or, when the laws of any
      other state govern the method or manner of the perfection or enforcement
      of any security interest in any of the Collateral, the Uniform Commercial
      Code (or any successor statute) of such state.

            "Collateral": all of the Pledgor's right, title and interest in and
      to the Pledged Equity Interests and all Proceeds thereof.

            "Issuers": the collective reference to the companies identified on
      Schedule 1 attached hereto as the issuers of the Pledged Equity Interests;
      individually, an "Issuer."

            "Obligations": (a) all indebtedness, liabilities and obligations of
      Pledgor to Agent and Lenders of every kind and description, whether direct
      or indirect, joint or several, absolute or contingent, due or to become
      due, now existing or hereafter arising under any of the Credit Documents
      and (b) all indebtedness, liabilities and obligations now or hereafter
      owing by the Borrowers under any of the Credit Documents.

            "Pledged Equity Interests": the Equity Interests listed on Schedule
      1 hereto, together with all certificates, options or similar rights of any
      nature whatsoever or any investment property (as defined in the Code) in
      the Issuers, in each case that may be issued to or held by the Pledgor
      while this Agreement is in effect, including Additional Pledged Equity
      Interests; provided that in no event shall more than 65% of the issued and
      outstanding shares of capital stock of any Foreign Subsidiary be Pledged
      Equity Interests.

            "Proceeds": all "proceeds" as such term is defined in Section
      9-102(64) of the Code and, in any event, shall include, without
      limitation, all dividends or other income from the Pledged Equity
      Interests, collections thereon or distributions with respect thereto.



            "Securities Act": the Securities Act of 1933, as amended.

      (c)   The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and section and paragraph
references are to this Agreement unless otherwise specified.

      (d)   The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

      2. Pledge; Grant of Security Interest. The Pledgor hereby grants to Agent,
for the ratable benefit of the Lenders, a security interest in the Collateral,
as collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the
Obligations, and hereby agrees that it will deliver or cause to be delivered to
the Agent, for the ratable benefit of the Lenders, all certificates representing
the Pledged Equity Interests no later than the date hereof, except for any
certificates representing Additional Pledged Equity Interests, which shall be
forthwith delivered to Agent upon the Pledgor's receipt thereof.

      3. Stock Powers. Concurrently with the delivery to the Agent of each
certificate representing any Pledged Equity Interest pursuant to paragraph 2
above, the Pledgor shall deliver an undated stock power or other instrument of
transfer covering such certificate, duly executed in blank by the Pledgor with,
if the Agent so requests, signature guaranteed.

      4. Representations and Warranties. The Pledgor represents and warrants
that:

            (a) The Pledged Equity Interests constitute 100% of the issued and
      outstanding Equity Interests of the Issuer held by the Pledgor on the date
      hereof.

            (b) All the Pledged Equity Interests have been (or, with respect to
      Additional Pledged Equity Interests, when pledged to the Agent, will be)
      duly and validly issued and are (or, with respect to Additional Pledged
      Equity Interests, when pledged to the Agent, will be) fully paid and
      nonassessable.

            (c) The Pledgor is (or, with respect to Additional Pledged Equity
      Interests, when pledged to the Agent, will be) the record and beneficial
      owner of, and has (or, with respect to Additional Pledged Equity
      Interests, when pledged to the Agent will have) good and marketable title
      to, the Pledged Equity Interests, free of any and all Liens or options in
      favor of, or material adverse claims on any of the Pledged Equity
      Interests by, any other Person, except the security interest created by
      this Agreement or any other Credit Document and Liens arising by operation
      of law.

            (d) There are no contractual or charter restrictions upon the voting
      rights or upon the transfer of any of the Collateral for which the consent
      from the applicable party has not



      been obtained previously.

            (e) The Pledgor has the right to vote, pledge and grant a security
      interest in or otherwise transfer the Collateral without the consent of
      any other party that has not been obtained previously and free of any
      Liens (other than Liens permitted under the Credit Documents), and without
      any restriction under the Organization Documents of the Pledgor or any
      Issuer or any agreement among the Pledgor's or any Issuer's equity
      holders.

            (f) This Agreement has been duly authorized, executed and delivered
      by the Pledgor and constitutes a legal, valid and binding obligation of
      the Pledgor, enforceable in accordance with its terms except as affected
      by bankruptcy, insolvency, fraudulent conveyance,
      reorganization,moratorium and other similar laws relating to or affecting
      creditors' rights generally, general equitable principles (whether
      considered in a proceeding in equity or at law) and an implied covenant of
      good faith and fair dealing.

            (g) The execution, delivery and performance by the Pledgor of this
      Agreement and the exercise by the Agent of its rights and remedies
      hereunder do not and will not result in the violation of (i) the
      Organization Documents of the Pledgor, (ii) any agreement, indenture or
      instrument by which the Pledgor or any Issuer is bound to the extent that
      any such violation could reasonably be expected to have a Material Adverse
      Effect or (iii) Applicable Law to which the Pledgor or any Issuer is
      subject (except the Pledgor makes no representation or warranty about
      Lender's prospective compliance with any federal or state laws or
      regulations governing the sale or exchange of securities);

            (h) No Pledged Equity Interest is now or will hereafter be held or
      maintained in the form of a securities entitlement or credited to any
      securities account.

            (i) All of the Pledged Equity Interests are now and will hereafter
      be evidenced by certificates.

            (k) Upon delivery to the Agent of all certificates evidencing any
      Pledged Equity Interests, the security interest created by this Agreement,
      assuming the continuing possession of the Pledged Equity Interests by the
      Agent, will constitute a valid and perfected first priority security
      interest in the Collateral to the extent provided in the Code, enforceable
      in accordance with its terms against all creditors of the Pledgor and any
      Persons purporting to purchase any Collateral from the Pledgor, except as
      affected by bankruptcy, insolvency, fraudulent conveyance,
      reorganization,moratorium and other similar laws relating to or affecting
      creditors' rights generally, general equitable principles (whether
      considered in a proceeding in equity or at law) and an implied covenant of
      good faith and fair dealing; provided, however, that the above
      representation and warranty does not apply to any Lien arising by
      operation of law and entitled to a priority over the security interest
      created by this Agreement.



      5. Covenants. The Pledgor covenants and agrees with the Agent and the
Lenders that, from and after the date of this Agreement for so long as there are
Revolver Commitments outstanding under the Credit Agreement and thereafter until
payment in full of the Obligations (except for contingent obligations of any
Obligor under indemnifications that survive termination of the Revolver
Commitments):

            (a) If the Pledgor shall, as a result of its ownership of the
      Pledged Equity Interests, become entitled to receive or shall receive any
      certificate (including, without limitation, any certificate representing a
      dividend payable in the form of an Equity Interest or a distribution in
      connection with any reclassification, increase or reduction of capital or
      any certificate issued in connection with any reorganization), stock
      option or similar rights, whether in addition to, in substitution of, as a
      conversion of, or in exchange for any Pledged Equity Interest, or
      otherwise in respect thereof (collectively, the "Additional Pledged Equity
      Interests"), the Pledgor shall accept the same as the agent of the Agent
      and the Lenders, hold the same in trust for the Agent and the Lenders and
      deliver the same forthwith to the Agent in the exact form received, duly
      indorsed by the Pledgor to the Agent, if required, together with an
      undated stock power covering such certificate duly executed in blank by
      the Pledgor and with, if the Agent so requests, signature guaranteed, to
      be held by the Agent, subject to the terms hereof, as additional
      collateral security for the Obligations. Any sums paid upon or in respect
      of the Pledged Equity Interests upon the liquidation or dissolution of any
      Issuer (other than pursuant to a transaction permitted under Sections
      10.2.1 or 10.2.9 of the Credit Agreement) shall be paid over to the Agent
      to be held by it hereunder as additional collateral security for the
      Obligations, and in case any property shall be distributed upon or with
      respect to the Pledged Equity Interests pursuant to the recapitalization
      or reclassification of the capital of any Issuer or pursuant to the
      reorganization thereof (other than pursuant to a transaction permitted
      under Sections 10.2.1 or 10.2.9 of the Credit Agreement), the property so
      distributed shall be delivered to the Agent to be held by it hereunder as
      additional collateral security for the Obligations. If any such sums of
      money or property so paid or distributed in respect of the Pledged Equity
      Interests shall be received by the Pledgor, the Pledgor shall, until such
      money or property is paid or delivered to the Agent, hold such money or
      property in trust for the Agent and the Lenders, segregated from other
      funds of the Pledgor, as additional collateral security for the
      Obligations.

            (b) Without the prior written consent of the Agent, the Pledgor will
      not vote to enable, or take any other action to permit, any Issuer to
      issue any Equity Interests of any nature or to issue any other securities
      convertible into or granting the right to purchase or exchange for any
      Equity Interests of any nature of any Issuer, to any Person other than the
      Pledgor, sell, assign, transfer, exchange, or otherwise dispose of, or
      grant any option with respect to, the Collateral, except as permitted by
      Sections 10.2.1, 10.2.9 or 10.2.10 of the Credit Agreement, or create,
      incur or permit to exist any Lien or option in favor of, or any material
      adverse claim of any Person with respect to, any of the Collateral, or any
      interest therein, except for the security interests created by this
      Agreement and Liens arising by



      operation of law.

            (c) The Pledgor shall defend the security interest created by this
      Agreement as a perfected security interest against claims and demands of
      all Persons whomsoever. At any time and from time to time, upon the
      written request of the Agent, and at the sole expense of the Pledgor, the
      Pledgor will promptly and duly execute and deliver such further
      instruments and documents and take such further actions as the Agent may
      reasonably request for the purposes of obtaining or preserving the full
      benefits of this Agreement and of the rights and powers herein granted. In
      the event that an Event of Default has occurred and is continuing, if any
      amount payable under or in connection with any of the Collateral shall be
      or become evidenced by any instrument (including any promissory note) or
      chattel paper (in each case as defined in the Code), such instrument or
      chattel paper shall be immediately delivered to the Agent, duly endorsed
      in a manner satisfactory to the Agent, to be held as Collateral pursuant
      to this Agreement. Prior to such delivery, the Pledgor shall hold all such
      instruments and chattel paper in trust for the Agent, for the ratable
      benefit of the Lenders, and shall not commingle any of the foregoing with
      any assets of the Pledgor.

            (d) The Pledgor shall pay, and save the Agent and the Lenders
      harmless from, any and all liabilities with respect to, or resulting from
      any delay in paying, any and all stamp, excise, sales or other similar
      taxes which may be payable or determined to be payable with respect to any
      of the Collateral or in connection with any of the transactions
      contemplated by this Agreement.

      6. Cash Dividends; Voting Rights. Unless an Event of Default shall have
occurred and be continuing and the Agent shall have given notice to the Pledgor
of the Agent's intent to exercise its corresponding rights pursuant to paragraph
7 below, the Pledgor shall be permitted to receive all dividends and
distributions paid or made in respect of the Pledged Equity Interests and to
exercise all voting and corporate or limited liability company (as the case may
be) and other rights with respect to the Pledged Equity Interests; provided,
however, that no vote shall be cast or corporate or limited liability company
(as the case may be) right exercised or other action taken which would
materially impair the Collateral (other than pursuant to a transaction permitted
under the Credit Agreement) or result in any violation of any provision of the
Credit Agreement, this Agreement or any other Credit Document.

      7. Rights of the Lenders and the Agent. If an Event of Default shall occur
and be continuing and the Agent shall give notice to the Pledgor of its intent
to exercise such rights, (i) the Agent shall have the right to receive any and
all cash dividends paid in respect of the Pledged Equity Interests and make
application thereof to the Obligations in such order as the Agent may determine
and (ii) the Agent shall have the right to cause all of the Pledged Equity
Interests to be registered in the name of the Agent or its nominee, and the
Agent or its nominee may thereafter exercise (x) all voting and corporate or
limited liability company (as the case may be) and other rights pertaining to
such Pledged Equity Interests at any meeting of equity holders of any Issuer or
otherwise and (y) any and all rights of conversion, exchange, subscription and
any other rights, privileges or options



pertaining to such Pledged Equity Interests as if it were the absolute owner
thereof (including, without limitation, the right to exchange at its discretion
any and all of the Pledged Equity Interests upon the merger, consolidation,
reorganization, recapitalization or other fundamental change in the structure of
any Issuer, or upon the exercise by the Pledgor or the Agent of any right,
privilege or option pertaining to such Pledged Equity Interests, and in
connection therewith, the right to deposit and deliver any and all of the
Pledged Equity Interests with any committee, depositary, transfer agent,
registrar or other designated agency upon such terms and conditions as the Agent
may determine), all without liability (other than for its gross negligence or
willful misconduct) except to account for property actually received by it, but
the Agent shall have no duty to the Pledgor to exercise any such right,
privilege or option and shall not be responsible for any failure to do so or
delay in so doing; provided that the Agent shall not exercise any voting or
other consensual rights pertaining to the Pledged Equity Interests in any way
that would constitute an exercise of the remedies described in paragraph 8 other
than in accordance with such paragraph 8.

      8. Remedies. If an Event of Default shall occur and be continuing, the
Agent, on behalf of the Lenders, may (and upon written instructions to do so
from the Required Lenders, shall) exercise all rights and remedies of a secured
party under the Code, and, to the extent permitted by law, all other rights and
remedies granted in this Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations. Without limiting the
generality of the foregoing, the Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon the Pledgor or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may (and upon written instructions to do so from the Required
Lenders, shall) in such circumstances, to the extent permitted by law, forthwith
collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, assign, give option or options to purchase
or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, in the over-the-counter market, at any exchange, broker's
board or office of the Agent or any Lender or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit risk.
The Agent or any Lender shall have the right, to the extent permitted by law,
upon any such sale or sales, to purchase the whole or any part of the Collateral
so sold, free of any right or equity of redemption in the Pledgor, which right
or equity is hereby waived or released. The Agent shall apply any Proceeds from
time to time held by it and the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all reasonable
costs and expenses of every kind incurred in respect thereof or incidental to
the care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Agent and the Lenders hereunder, including,
without limitation, reasonable attorneys' fees and disbursements of counsel to
the Agent, to the payment in whole or in part of the Obligations, in such order
as the Agent may elect, and only after such application and after the payment by
the Agent of any other amount required by any provision of law, including,
without limitation, Section 9-615(a) of the Code, need the Agent account for the
surplus, if any, to the Pledgor. To the extent permitted by applicable law, the
Pledgor waives all claims, damages and demands it may acquire against the Agent
or any Lender arising out of the repossession, retention or



sale of the Collateral, other than any such claims, damages and demands that may
arise from the gross negligence or willful misconduct of any of them. If any
notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition. The Pledgor shall remain liable for
any deficiency if the proceeds of any sale or other disposition of Collateral
are insufficient to pay the then outstanding Obligations and the fees and
disbursements of any attorneys employed by the Agent or any Lender to collect
such deficiency.

      9. Registration Rights; Private Sales.

            (a) If the Agent shall determine to exercise its right to sell any
      or all of the Pledged Equity Interests pursuant to paragraph 8 hereof, and
      if in the reasonable opinion of the Agent it is necessary or reasonably
      advisable to have the Pledged Equity Interests, or that portion thereof to
      be sold, registered under the provisions of the Securities Act, the
      Pledgor will use its best efforts to cause each Issuer thereof (i) to
      execute and deliver, and cause the directors and officers of such Issuer
      to execute and deliver, all such instruments and documents, and do or
      cause to be done all such other acts as may be, in the reasonable opinion
      of the Agent, necessary or reasonably advisable to register the Pledged
      Equity Interests to be sold, or that portion thereof to be sold under the
      provisions of the Securities Act, (ii) to use its best efforts to cause
      the registration statement relating thereto to become effective and to
      remain effective for a period of not more than one year from the date of
      the first public offering of the Pledged Equity Interests, or that portion
      thereof to be sold, ending when all such Pledged Equity Interests are
      sold, and (iii) to make all amendments thereto and/or to the related
      prospectus which, in the reasonable opinion of the Agent, are necessary or
      reasonably advisable, all in conformity with the requirements of the
      Securities Act and the rules and regulations of the Securities and
      Exchange Commission applicable thereto. If the Agent shall determine to
      exercise its right to sell any or all of the Pledged Equity Interests
      pursuant to paragraph 8 hereof, and if in the reasonable opinion of the
      Agent it is necessary or reasonably advisable to comply with the
      provisions of the securities or "Blue Sky" laws of any jurisdiction, the
      Pledgor agrees to use its best efforts to cause each such Issuer to comply
      with the provisions of the securities or "Blue Sky" laws of any and all
      jurisdictions which the Agent shall reasonably designate and to make
      available to its security holders, as soon as practicable, an earnings
      statement (which need not be audited) which will satisfy the provisions of
      Section 11(a) of the Securities Act.

            (b) The Pledgor recognizes that the Agent may be unable to effect a
      public sale of any or all the Pledged Equity Interests, by reason of
      certain prohibitions contained in the Securities Act and applicable state
      securities laws or otherwise, and may be compelled to resort to one or
      more private sales thereof to a restricted group of purchasers which will
      be obliged to agree, among other things, to acquire such securities for
      their own account for investment and not with a view to the distribution
      or resale thereof. The Pledgor acknowledges and agrees that any such
      private sale may result in prices and other terms less favorable than if
      such sale were a public sale and, notwithstanding such circumstances,



      agrees that any such private sale shall be deemed to have been made in a
      commercially reasonable manner. The Agent shall be under no obligation to
      delay a sale of any of the Pledged Equity Interests for the period of time
      necessary to permit the Issuer thereof to register such securities for
      public sale under the Securities Act, or under applicable state securities
      laws, even if such Issuer would agree to do so.

            (c) The Pledgor further agrees to use its best efforts to do or
      cause to be done all such other acts as may be necessary to make such sale
      or sales of all or any portion of the Pledged Equity Interests pursuant to
      this paragraph 9 valid and binding and in compliance with any and all
      other applicable Requirements of Law. The Pledgor further agrees that a
      breach of any of the covenants contained in this Section will cause
      irreparable injury to the Agent and the Lenders, that the Agent and the
      Lenders have no adequate remedy at law in respect of such breach and, as a
      consequence, that each and every covenant contained in this Section shall
      be specifically enforceable against the Pledgor, and, to the extent
      permitted by law, the Pledgor hereby waives and agrees not to assert any
      defenses against an action for specific performance of such covenants
      except for a defense that no Event of Default has occurred and is
      continuing under the Credit Agreement.

      10. Irrevocable Authorization and Instruction to Issuers. The Pledgor
hereby authorizes and instructs each Issuer to comply with any instruction
received by it from the Agent in writing that (a) states that an Event of
Default has occurred and is continuing and (b) is otherwise in accordance with
the terms of this Agreement, without any other or further instructions from the
Pledgor, and the Pledgor agrees that each Issuer shall be fully protected in so
complying. Furthermore, to the extent any portion of the Collateral may now or
hereafter consist of uncertificated securities within the meaning of Article 8
of the UCC, the Pledgor irrevocably authorizes and instructs each Issuer to
comply with any instruction received by it from the Agent with respect to such
Collateral without any other or further instructions from or consent of the
Pledgor, and the Pledgor agrees that each Issuer shall be fully protected in so
complying; provided, however, that the Agent agrees that it will not issue or
deliver any instructions to any Issuer except after the occurrence and during
the continuation of an Event of Default.

      11. Agent's Appointment as Attorney-in-Fact.

            (a) The Pledgor hereby irrevocably constitutes and appoints the
      Agent and any officer or agent of the Agent, with full power of
      substitution, as its true and lawful attorney-in-fact with full
      irrevocable power and authority in the place and stead of the Pledgor and
      in the name of the Pledgor or in the Agent's own name, from time to time
      in the Agent's discretion, in the event that an Event of Default has
      occurred and is continuing, and to the extent permitted by law, to take
      any and all appropriate action and to execute any and all documents and
      instruments which may be necessary or reasonably desirable to accomplish
      the purposes of this Agreement, including, without limitation, any
      financing statements, endorsements, assignments or other instruments of
      transfer.



            (b) The Pledgor hereby ratifies all that said attorneys shall
      lawfully do or cause to be done pursuant to the power of attorney granted
      in paragraph 11. All powers, authorizations and agencies contained in this
      Agreement with respect to the Collateral are powers coupled with an
      interest and are irrevocable for so long as there are Revolver Commitments
      outstanding under the Credit Agreement and thereafter until payment in
      full of the Obligations (except for contingent obligations of any Obligor
      under indemnifications that survive termination of the Revolver
      Commitments).

      12. Duty of Agent. The Agent's sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the Code or otherwise, shall be to deal with it in the same
manner as the Agent deals with similar securities and property for its own
account. None of the Agent any Lender nor any of their respective directors,
officers, employees or agents shall be liable for failure to demand, collect or
realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of the Pledgor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.

      13. Authorization to File Financing Statements, Etc. Pursuant to any
applicable law, the Pledgor authorizes the Agent to file or record financing
statements and other filing or recording documents or instruments with respect
to the Collateral without the further signature or consent of the Pledgor in
such form and in such offices as the Agent determines appropriate to perfect the
security interests of the Agent under this Agreement.

      14. Authority of Agent. The Pledgor acknowledges that the rights and
responsibilities of the Agent under this Agreement with respect to any action
taken by the Agent or the exercise or non-exercise by the Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as among the Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Agent and the Pledgor, the Agent shall be conclusively presumed to be acting as
agent for the Lenders with full and valid authority so to act or refrain from
acting, and neither the Pledgor nor any Issuer shall be under any obligation to
make any inquiry respecting such authority.

      15. Notices. All notices, requests and demands under this Agreement shall
be given, and shall be deemed effective, in accordance with Section 15.9 of the
Credit Agreement, except that (a) notices to the Pledgor (if other than
Remington) shall be delivered to it care of Remington at the address for
Remington set forth in the Credit Agreement and (b) notices to the Issuers shall
be given at the addresses set forth under their signatures below with a copy to
Remington at the address for Remington set forth in the Credit Agreement. The
Agent, the Pledgor and each Issuer may change its address and transmission
numbers for notices by notice in the manner provided in Section 15.9 of the
Credit Agreement.

      16. Release of Collateral and Termination.



            (a) At such time as the Obligations (except for contingent
      obligations of any Obligor under indemnifications that survive termination
      of the Revolver Commitments) have been paid in full and the Revolver
      Commitments have been terminated, the Collateral shall be released from
      the Liens created hereby, and this Agreement and all obligations (other
      than those expressly stated to survive such termination) of the Agent and
      the Pledgor hereunder shall terminate, all without delivery of any
      instrument or performance of any act by any party, and all rights to the
      Collateral shall revert to the Pledgor. Upon request of the Pledgor
      following any such termination, the Agent shall deliver (at the sole cost
      and expense of the Pledgor) to the Pledgor any Collateral held by the
      Agent hereunder, and execute and deliver (at the sole cost and expense of
      the Pledgor) to the Pledgor such documents as the Pledgor shall reasonably
      request to evidence such termination.

            (b) If any of the Collateral shall be sold, transferred or otherwise
      disposed of by the Pledgor in a transaction permitted by the Credit
      Agreement, then the Agent shall execute and deliver to the Pledgor (at the
      sole cost and expense of the Pledgor) all releases or other documents
      necessary or reasonably desirable for the release of the Liens created
      hereby on such Collateral.


      17. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      18. Amendments in Writing; No Waiver; Cumulative Remedies.

            (a) None of the terms or provisions of this Agreement may be waived,
      amended, supplemented or otherwise modified except by a written instrument
      executed by the Pledgor and the Agent.

            (b) Neither the Agent nor any Lender shall by any act (except by a
      written instrument pursuant to paragraph 18 hereof), delay, indulgence,
      omission or otherwise be deemed to have waived any right or remedy
      hereunder or to have acquiesced in any Default or Event of Default or in
      any breach of any of the terms and conditions hereof. No failure to
      exercise, nor any delay in exercising, on the part of the Agent or any
      Lender, any right, power or privilege hereunder shall operate as a waiver
      thereof. No single or partial exercise of any right, power or privilege
      hereunder shall preclude any other or further exercise thereof or the
      exercise of any other right, power or privilege. A waiver by the Agent or
      any Lender of any right or remedy hereunder on any one occasion shall not
      be construed as a bar to any right or remedy which the Agent or such
      Lender would otherwise have on any future occasion.



            (c) The rights and remedies herein provided are cumulative, may be
      exercised singly or concurrently and are not exclusive of any other rights
      or remedies provided by law.

      19. Section Headings. The section headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or
to be taken into consideration in the interpretation hereof.

      20. Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of the Pledgor and shall inure to the benefit of the
Agent, the Other Representatives and the Lenders and their successors and
assigns.

      21. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW); PROVIDED, HOWEVER, THAT IF ANY COLLATERAL SHALL BE
LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE LAWS OF SUCH JURISDICTION
SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF AGENT'S LIEN
UPON COLLATERAL AND THE ENFORCEMENT OF AGENT'S OTHER REMEDIES OF COLLATERAL TO
THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT
WITH THE LAWS OF THE STATE OF NEW YORK. NOTWITHSTANDING THE FOREGOING PROVISION
FOR THE NOTICE AND SALE OF COLLATERAL UNDER THE LAW OF THE SITUS, IT IS THE
PARTIES' INTENTION THAT NEW YORK LAW CONTROL THE OBLIGATIONS OF PLEDGOR UNDER
THE CREDIT DOCUMENTS AND THE ENFORCEMENT OF THE SAME SUCH THAT, FOR EXAMPLE,
PLEDGOR AGREES AND ACKNOWLEDGES THAT PURSUANT TO NEW YORK LAW PLEDGOR SHALL BE
LIABLE FOR A DEFICIENCY JUDGMENT NOTWITHSTANDING THE SALE OF REAL PROPERTY
COLLATERAL UNDER A POWER OF SALE AND FURTHER THAT LENDERS OR AGENT MAY, AT THEIR
ELECTION, SEEK A MONEY JUDGMENT UNDER THE CREDIT DOCUMENTS WITHOUT FIRST
EXHAUSTING ALL COLLATERAL SECURING THE OBLIGATIONS THEREUNDER.



      IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly
executed and delivered as of the date first above written.


                                      RBC HOLDING, INC.

                                      By  /s/  Mark Little
                                          -------------------------
                                        Name:  Mark Little
                                          -------------------------
                                        Title: Vice President
                                          -------------------------




                                            ACKNOWLEDGED AND AGREED AS OF
                                            THE DATE HEREOF BY:

                                            WACHOVIA BANK, NATIONAL ASSOCIATION,
                                            as Agent

                                            By /s/  Brian R. O'Fallon
                                               -------------------------
                                             Name:  Brian R. O'Fallon
                                                    -------------------
                                             Title: Director
                                                    -------------------




                                   SCHEDULE 1
                               TO PLEDGE AGREEMENT

                     DESCRIPTION OF PLEDGED EQUITY INTERESTS

                                                  % of
                                               Outstanding
                         Type and Class of       Equity         Certificate
      Issuer             Equity Interests       Interests            No.
- ---------------------------------------------------------------------------
RA Brands, L.L.C.            units of               1%               3
                           membership
                            interest
- ---------------------------------------------------------------------------



                      ACKNOWLEDGEMENT AND CONSENT OF ISSUER

      The undersigned hereby acknowledges receipt of a copy of the attached
Pledge Agreement (as the same may be amended, supplemented, waived or otherwise
modified from time to time, the "Pledge Agreement"), dated as of January 24,
2003, made by RBC Holding, Inc., a Delaware corporation, in favor of Wachovia
Bank, National Association, a national banking association, as collateral and
administrative agent (in such capacity, the "Agent") for the several banks and
other financial institutions (collectively, the "Lenders") from time to time
parties to the Credit Agreement, dated January 24, 2003 (as the same may be
amended, supplemented, waived or otherwise modified from time to time, the
"Credit Agreement"), among Remington Arms Company, Inc., a Delaware corporation,
and RA Factors, Inc., a Delaware corporation, Fleet Capital Corporation, as
syndication agent, National City Commercial Finance, Inc., as documentation
agent, the Agent, and the Lenders. The undersigned agrees for the benefit of the
Agent and the Lenders as follows:

      1. The undersigned will be bound by the terms of the Pledge Agreement and
will comply with the such terms insofar as such terms are applicable to the
undersigned.

      2. The undersigned will notify the Agent promptly in writing of the
occurrence of any of the events described in paragraph 5(a) of the Pledge
Agreement.

      3. The terms of paragraph 9 of the Pledge Agreement shall apply to it,
mutatis mutandis, with respect to all actions that may be required of it under
or pursuant to or arising out of Section 9 of the Pledge Agreement.

      4. With respect to any of the Collateral that may now or hereafter consist
of uncertificated securities within the meaning of Article 8 of the UCC, the
undersigned will comply with instructions originated by the Agent without the
further consent of the Pledgor.

                              RA BRANDS, L.L.C.

                              By  /s/ Thomas L. Millner
                                  --------------------------
                              Title:  President
                                   -------------------------

                              Address for Notices:
                              870 Remington Drive
                              Madison, North Carolina 27025
                              Attention: President
                              Telecopy No.: (336) 548-7801

EX-10.25

                                                                   EXHIBIT 10.25

                                PLEDGE AGREEMENT

      THIS PLEDGE AGREEMENT, dated January 24, 2003, is made by RACI HOLDING,
INC., a Delaware corporation (the "Pledgor"), in favor of WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association, as collateral and
administrative agent (in such capacity, the "Agent") for the several banks and
other financial institutions (collectively, the "Lenders") from time to time
parties to the Credit Agreement, dated January 24, 2003 (as the same may be
amended, supplemented, waived or otherwise modified from time to time, the
"Credit Agreement"), among Remington Arms Company, Inc., a Delaware corporation
("Remington"), and RA Factors, Inc., a Delaware corporation ("Factors";
Remington and Factors are hereinafter referred to collectively as the
"Borrowers"), Fleet Capital Corporation, as syndication agent, National City
Commercial Finance, Inc., as documentation agent, the Agent, and the Lenders.

                              W I T N E S S E T H :

      WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make loans and other extensions of credit to the Borrowers upon the
terms and subject to the conditions set forth in the Credit Agreement;

      WHEREAS, the Pledgor is the legal and beneficial owner of Pledged Equity
Interests (as hereinafter defined) issued by the Issuers (as hereinafter
defined); and

      WHEREAS, it is a condition precedent to the obligations of the Lenders to
make Revolver Loans and provide other financial accommodations to the Borrowers
under the Credit Agreement that Pledgor shall have executed and delivered this
Agreement to the Agent for the ratable benefit of the Lenders;

      WHEREAS, Pledgor has agreed to execute and deliver this Pledge Agreement
to the Agent, for the ratable benefit of the Lenders;

      NOW, THEREFORE, in consideration of the premises the Pledgor hereby agrees
with the Agent, for the ratable benefit of the Lenders, as follows:

      1.  Defined Terms.

      (a)   Unless otherwise defined herein, capitalized terms defined in the
Credit Agreement are used herein as defined therein.

      (b)   The following terms shall have the following meanings:



            "Additional Pledged Equity Interests": as defined in Section 5(a).

            "Agreement": this Pledge Agreement, as the same may be amended,
      supplemented, waived or otherwise modified from time to time.

            "Code": the Uniform Commercial Code (or any successor statute) as
      adopted and in force in the State of New York or, when the laws of any
      other state govern the method or manner of the perfection or enforcement
      of any security interest in any of the Collateral, the Uniform Commercial
      Code (or any successor statute) of such state.

            "Collateral": all of the Pledgor's right, title and interest in and
      to the Pledged Equity Interests and all Proceeds thereof.

            "Issuers": the collective reference to the companies identified on
      Schedule 1 attached hereto as the issuers of the Pledged Equity Interests;
      individually, an "Issuer."

            "Pledged Equity Interests": the Equity Interests listed on Schedule
      1 hereto, together with all certificates, options or similar rights of any
      nature whatsoever or any investment property (as defined in the Code) in
      the Issuers, in each case that may be issued to or held by the Pledgor
      while this Agreement is in effect, including Additional Pledged Equity
      Interests; provided that in no event shall more than 65% of the issued and
      outstanding shares of capital stock of any Foreign Subsidiary be Pledged
      Equity Interests.

            "Proceeds": all "proceeds" as such term is defined in Section
      9-102(64) of the Code and, in any event, shall include, without
      limitation, all dividends or other income from the Pledged Equity
      Interests, collections thereon or distributions with respect thereto.

            "Securities Act": the Securities Act of 1933, as amended.

      (c)   The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and section and paragraph
references are to this Agreement unless otherwise specified.

      (d)   The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.



      2.  Pledge; Grant of Security Interest. The Pledgor hereby grants to
Agent, for the ratable benefit of the Lenders, a security interest in the
Collateral, as collateral security for the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations, and hereby agrees that it will deliver or cause
to be delivered to the Agent, for the ratable benefit of the Lenders, all
certificates representing the Pledged Equity Interests no later than the date
hereof, except for any certificates representing Additional Pledged Equity
Interests, which shall be forthwith delivered to Agent upon the Pledgor's
receipt thereof.

      3.  Stock Powers. Concurrently with the delivery to the Agent of each
certificate representing any Pledged Equity Interest pursuant to paragraph 2
above, the Pledgor shall deliver an undated stock power or other instrument of
transfer covering such certificate, duly executed in blank by the Pledgor with,
if the Agent so requests, signature guaranteed.

      4.  Representations and Warranties. The Pledgor represents and warrants
that:

            (a) The Pledged Equity Interests constitute 100% of the issued and
      outstanding Equity Interests of the Issuer held by the Pledgor on the date
      hereof.

            (b) All the Pledged Equity Interests have been (or, with respect to
      Additional Pledged Equity Interests, when pledged to the Agent, will be)
      duly and validly issued and are (or, with respect to Additional Pledged
      Equity Interests, when pledged to the Agent, will be) fully paid and
      nonassessable.

            (c) The Pledgor is (or, with respect to Additional Pledged Equity
      Interests, when pledged to the Agent, will be) the record and beneficial
      owner of, and has (or, with respect to Additional Pledged Equity
      Interests, when pledged to the Agent will have) good and marketable title
      to, the Pledged Equity Interests, free of any and all Liens or options in
      favor of, or material adverse claims on any of the Pledged Equity
      Interests by, any other Person, except the security interest created by
      this Agreement or any other Credit Document and Liens arising by operation
      of law.

            (d) There are no contractual or charter restrictions upon the voting
      rights or upon the transfer of any of the Collateral for which the consent
      from the applicable party has not been obtained previously.

            (e) The Pledgor has the right to vote, pledge and grant a security
      interest in or otherwise transfer the Collateral without the consent of
      any other party that has not been obtained previously and free of any
      Liens (other than Liens permitted under the Credit Documents), and without
      any restriction under the Organization Documents of the Pledgor or any
      Issuer or any agreement among the Pledgor's or any Issuer's equity
      holders.



            (f) This Agreement has been duly authorized, executed and delivered
      by the Pledgor and constitutes a legal, valid and binding obligation of
      the Pledgor, enforceable in accordance with its terms except as affected
      by bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium and other similar laws relating to or affecting creditors'
      rights generally, general equitable principles (whether considered in a
      proceeding in equity or at law) and an implied covenant of good faith and
      fair dealing.

            (g) The execution, delivery and performance by the Pledgor of this
      Agreement and the exercise by the Agent of its rights and remedies
      hereunder do not and will not result in the violation of (i) the
      Organization Documents of the Pledgor, (ii) any agreement, indenture or
      instrument by which the Pledgor or any Issuer is bound to the extent that
      any such violation could reasonably be expected to have a Material Adverse
      Effect or (iii) Applicable Law to which the Pledgor or any Issuer is
      subject (except the Pledgor makes no representation or warranty about
      Lender's prospective compliance with any federal or state laws or
      regulations governing the sale or exchange of securities);

            (h) No Pledged Equity Interest is now or will hereafter be held or
      maintained in the form of a securities entitlement or credited to any
      securities account.

            (i) All of the Pledged Equity Interests are now and will hereafter
      be evidenced by certificates.

            (k) Upon delivery to the Agent of all certificates evidencing any
      Pledged Equity Interests, the security interest created by this Agreement,
      assuming the continuing possession of the Pledged Equity Interests by the
      Agent, will constitute a valid and perfected first priority security
      interest in the Collateral to the extent provided in the Code, enforceable
      in accordance with its terms against all creditors of the Pledgor and any
      Persons purporting to purchase any Collateral from the Pledgor, except as
      affected by bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium and other similar laws relating to or affecting creditors'
      rights generally, general equitable principles (whether considered in a
      proceeding in equity or at law) and an implied covenant of good faith and
      fair dealing; provided, however, that the above representation and
      warranty does not apply to any Lien arising by operation of law and
      entitled to a priority over the security interest created by this
      Agreement.

      5.  Covenants. The Pledgor covenants and agrees with the Agent and the
Lenders that, from and after the date of this Agreement for so long as there are
Revolver Commitments outstanding under the Credit Agreement and thereafter until
payment in full of the Obligations (except for contingent obligations of any
Obligor under indemnifications that survive termination of the Revolver
Commitments):

            (a) If the Pledgor shall, as a result of its ownership of the
      Pledged Equity Interests, become entitled to receive or shall receive any
      certificate (including, without



      limitation, any certificate representing a dividend payable in the form of
      an Equity Interest or a distribution in connection with any
      reclassification, increase or reduction of capital or any certificate
      issued in connection with any reorganization), stock option or similar
      rights, whether in addition to, in substitution of, as a conversion of, or
      in exchange for any Pledged Equity Interest, or otherwise in respect
      thereof (collectively, the "Additional Pledged Equity Interests"), the
      Pledgor shall accept the same as the agent of the Agent and the Lenders,
      hold the same in trust for the Agent and the Lenders and deliver the same
      forthwith to the Agent in the exact form received, duly indorsed by the
      Pledgor to the Agent, if required, together with an undated stock power
      covering such certificate duly executed in blank by the Pledgor and with,
      if the Agent so requests, signature guaranteed, to be held by the Agent,
      subject to the terms hereof, as additional collateral security for the
      Obligations. Any sums paid upon or in respect of the Pledged Equity
      Interests upon the liquidation or dissolution of any Issuer (other than
      pursuant to a transaction permitted under Sections 10.2.1 or 10.2.9 of the
      Credit Agreement) shall be paid over to the Agent to be held by it
      hereunder as additional collateral security for the Obligations, and in
      case any property shall be distributed upon or with respect to the Pledged
      Equity Interests pursuant to the recapitalization or reclassification of
      the capital of any Issuer or pursuant to the reorganization thereof (other
      than pursuant to a transaction permitted under Sections 10.2.1 or 10.2.9
      of the Credit Agreement), the property so distributed shall be delivered
      to the Agent to be held by it hereunder as additional collateral security
      for the Obligations. If any such sums of money or property so paid or
      distributed in respect of the Pledged Equity Interests shall be received
      by the Pledgor, the Pledgor shall, until such money or property is paid or
      delivered to the Agent, hold such money or property in trust for the Agent
      and the Lenders, segregated from other funds of the Pledgor, as additional
      collateral security for the Obligations.

            (b) Without the prior written consent of the Agent, the Pledgor will
      not vote to enable, or take any other action to permit, any Issuer to
      issue any Equity Interests of any nature or to issue any other securities
      convertible into or granting the right to purchase or exchange for any
      Equity Interests of any nature of any Issuer, to any Person other than the
      Pledgor, sell, assign, transfer, exchange, or otherwise dispose of, or
      grant any option with respect to, the Collateral, except as permitted by
      Sections 10.2.1, 10.2.9 or 10.2.10 of the Credit Agreement, or create,
      incur or permit to exist any Lien or option in favor of, or any material
      adverse claim of any Person with respect to, any of the Collateral, or any
      interest therein, except for the security interests created by this
      Agreement and Liens arising by operation of law.

            (c) The Pledgor shall defend the security interest created by this
      Agreement as a perfected security interest against claims and demands of
      all Persons whomsoever. At any time and from time to time, upon the
      written request of the Agent, and at the sole expense of the Pledgor, the
      Pledgor will promptly and duly execute and deliver such further
      instruments and documents and take such further actions as the Agent may
      reasonably request for the purposes of obtaining or preserving the full
      benefits of this Agreement and



      of the rights and powers herein granted. In the event that an Event of
      Default has occurred and is continuing, if any amount payable under or in
      connection with any of the Collateral shall be or become evidenced by any
      instrument (including any promissory note) or chattel paper (in each case
      as defined in the Code), such instrument or chattel paper shall be
      immediately delivered to the Agent, duly endorsed in a manner satisfactory
      to the Agent, to be held as Collateral pursuant to this Agreement. Prior
      to such delivery, the Pledgor shall hold all such instruments and chattel
      paper in trust for the Agent, for the ratable benefit of the Lenders, and
      shall not commingle any of the foregoing with any assets of the Pledgor.

            (d) The Pledgor shall pay, and save the Agent and the Lenders
      harmless from, any and all liabilities with respect to, or resulting from
      any delay in paying, any and all stamp, excise, sales or other similar
      taxes which may be payable or determined to be payable with respect to any
      of the Collateral or in connection with any of the transactions
      contemplated by this Agreement.

      6.  Cash Dividends; Voting Rights. Unless an Event of Default shall have
occurred and be continuing and the Agent shall have given notice to the Pledgor
of the Agent's intent to exercise its corresponding rights pursuant to paragraph
7 below, the Pledgor shall be permitted to receive all dividends and
distributions paid or made in respect of the Pledged Equity Interests and to
exercise all voting and corporate or limited liability company (as the case may
be) and other rights with respect to the Pledged Equity Interests; provided,
however, that no vote shall be cast or corporate or limited liability company
(as the case may be) right exercised or other action taken which would
materially impair the Collateral (other than pursuant to a transaction permitted
under the Credit Agreement) or result in any violation of any provision of the
Credit Agreement, this Agreement or any other Credit Document.

      7.  Rights of the Lenders and the Agent. If an Event of Default shall
occur and be continuing and the Agent shall give notice to the Pledgor of its
intent to exercise such rights, (i) the Agent shall have the right to receive
any and all cash dividends paid in respect of the Pledged Equity Interests and
make application thereof to the Obligations in such order as the Agent may
determine and (ii) the Agent shall have the right to cause all of the Pledged
Equity Interests to be registered in the name of the Agent or its nominee, and
the Agent or its nominee may thereafter exercise (x) all voting and corporate or
limited liability company (as the case may be) and other rights pertaining to
such Pledged Equity Interests at any meeting of equity holders of any Issuer or
otherwise and (y) any and all rights of conversion, exchange, subscription and
any other rights, privileges or options pertaining to such Pledged Equity
Interests as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Pledged
Equity Interests upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the structure of any Issuer, or
upon the exercise by the Pledgor or the Agent of any right, privilege or option
pertaining to such Pledged Equity Interests, and in connection therewith, the
right to deposit and deliver any and all of the Pledged Equity Interests with
any committee, depositary, transfer agent, registrar or other designated agency
upon such terms and conditions as the Agent may determine), all without
liability (other than for its gross negligence or willful misconduct) except to



account for property actually received by it, but the Agent shall have no duty
to the Pledgor to exercise any such right, privilege or option and shall not be
responsible for any failure to do so or delay in so doing; provided that the
Agent shall not exercise any voting or other consensual rights pertaining to the
Pledged Equity Interests in any way that would constitute an exercise of the
remedies described in paragraph 8 other than in accordance with such
paragraph 8.

      8.  Remedies. If an Event of Default shall occur and be continuing, the
Agent, on behalf of the Lenders, may (and upon written instructions to do so
from the Required Lenders, shall) exercise all rights and remedies of a secured
party under the Code, and, to the extent permitted by law, all other rights and
remedies granted in this Agreement and in any other instrument or agreement
securing, evidencing or relating to the Obligations. Without limiting the
generality of the foregoing, the Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon the Pledgor or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may (and upon written instructions to do so from the Required
Lenders, shall) in such circumstances, to the extent permitted by law, forthwith
collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, assign, give option or options to purchase
or otherwise dispose of and deliver the Collateral or any part thereof (or
contract to do any of the foregoing), in one or more parcels at public or
private sale or sales, in the over-the-counter market, at any exchange, broker's
board or office of the Agent or any Lender or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit risk.
The Agent or any Lender shall have the right, to the extent permitted by law,
upon any such sale or sales, to purchase the whole or any part of the Collateral
so sold, free of any right or equity of redemption in the Pledgor, which right
or equity is hereby waived or released. The Agent shall apply any Proceeds from
time to time held by it and the net proceeds of any such collection, recovery,
receipt, appropriation, realization or sale, after deducting all reasonable
costs and expenses of every kind incurred in respect thereof or incidental to
the care or safekeeping of any of the Collateral or in any way relating to the
Collateral or the rights of the Agent and the Lenders hereunder, including,
without limitation, reasonable attorneys' fees and disbursements of counsel to
the Agent, to the payment in whole or in part of the Obligations, in such order
as the Agent may elect, and only after such application and after the payment by
the Agent of any other amount required by any provision of law, including,
without limitation, Section 9-615(a) of the Code, need the Agent account for the
surplus, if any, to the Pledgor. To the extent permitted by applicable law, the
Pledgor waives all claims, damages and demands it may acquire against the Agent
or any Lender arising out of the repossession, retention or sale of the
Collateral, other than any such claims, damages and demands that may arise from
the gross negligence or willful misconduct of any of them. If any notice of a
proposed sale or other disposition of Collateral shall be required by law, such
notice shall be deemed reasonable and proper if given at least 10 days before
such sale or other disposition. The Pledgor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of Collateral are
insufficient to pay the then outstanding Obligations and the fees and
disbursements of any attorneys employed by the Agent or any Lender to collect
such deficiency.



      9.  Registration Rights; Private Sales.

            (a) If the Agent shall determine to exercise its right to sell any
      or all of the Pledged Equity Interests pursuant to paragraph 8 hereof, and
      if in the reasonable opinion of the Agent it is necessary or reasonably
      advisable to have the Pledged Equity Interests, or that portion thereof to
      be sold, registered under the provisions of the Securities Act, the
      Pledgor will use its best efforts to cause each Issuer thereof (i) to
      execute and deliver, and cause the directors and officers of such Issuer
      to execute and deliver, all such instruments and documents, and do or
      cause to be done all such other acts as may be, in the reasonable opinion
      of the Agent, necessary or reasonably advisable to register the Pledged
      Equity Interests to be sold, or that portion thereof to be sold under the
      provisions of the Securities Act, (ii) to use its best efforts to cause
      the registration statement relating thereto to become effective and to
      remain effective for a period of not more than one year from the date of
      the first public offering of the Pledged Equity Interests, or that portion
      thereof to be sold, ending when all such Pledged Equity Interests are
      sold, and (iii) to make all amendments thereto and/or to the related
      prospectus which, in the reasonable opinion of the Agent, are necessary or
      reasonably advisable, all in conformity with the requirements of the
      Securities Act and the rules and regulations of the Securities and
      Exchange Commission applicable thereto. If the Agent shall determine to
      exercise its right to sell any or all of the Pledged Equity Interests
      pursuant to paragraph 8 hereof, and if in the reasonable opinion of the
      Agent it is necessary or reasonably advisable to comply with the
      provisions of the securities or "Blue Sky" laws of any jurisdiction, the
      Pledgor agrees to use its best efforts to cause each such Issuer to comply
      with the provisions of the securities or "Blue Sky" laws of any and all
      jurisdictions which the Agent shall reasonably designate and to make
      available to its security holders, as soon as practicable, an earnings
      statement (which need not be audited) which will satisfy the provisions of
      Section 11(a) of the Securities Act.

            (b) The Pledgor recognizes that the Agent may be unable to effect a
      public sale of any or all the Pledged Equity Interests, by reason of
      certain prohibitions contained in the Securities Act and applicable state
      securities laws or otherwise, and may be compelled to resort to one or
      more private sales thereof to a restricted group of purchasers which will
      be obliged to agree, among other things, to acquire such securities for
      their own account for investment and not with a view to the distribution
      or resale thereof. The Pledgor acknowledges and agrees that any such
      private sale may result in prices and other terms less favorable than if
      such sale were a public sale and, notwithstanding such circumstances,
      agrees that any such private sale shall be deemed to have been made in a
      commercially reasonable manner. The Agent shall be under no obligation to
      delay a sale of any of the Pledged Equity Interests for the period of time
      necessary to permit the Issuer thereof to register such securities for
      public sale under the Securities Act, or under applicable state securities
      laws, even if such Issuer would agree to do so.

            (c) The Pledgor further agrees to use its best efforts to do or
      cause to be done all such other acts as may be necessary to make such sale
      or sales of all or any portion of the



      Pledged Equity Interests pursuant to this paragraph 9 valid and binding
      and in compliance with any and all other applicable Requirements of Law.
      The Pledgor further agrees that a breach of any of the covenants contained
      in this Section will cause irreparable injury to the Agent and the
      Lenders, that the Agent and the Lenders have no adequate remedy at law in
      respect of such breach and, as a consequence, that each and every covenant
      contained in this Section shall be specifically enforceable against the
      Pledgor, and, to the extent permitted by law, the Pledgor hereby waives
      and agrees not to assert any defenses against an action for specific
      performance of such covenants except for a defense that no Event of
      Default has occurred and is continuing under the Credit Agreement.

      10. Irrevocable Authorization and Instruction to Issuers. The Pledgor
hereby authorizes and instructs each Issuer to comply with any instruction
received by it from the Agent in writing that (a) states that an Event of
Default has occurred and is continuing and (b) is otherwise in accordance with
the terms of this Agreement, without any other or further instructions from the
Pledgor, and the Pledgor agrees that each Issuer shall be fully protected in so
complying. Furthermore, to the extent any portion of the Collateral may now or
hereafter consist of uncertificated securities within the meaning of Article 8
of the UCC, the Pledgor irrevocably authorizes and instructs each Issuer to
comply with any instruction received by it from the Agent with respect to such
Collateral without any other or further instructions from or consent of the
Pledgor, and the Pledgor agrees that each Issuer shall be fully protected in so
complying; provided, however, that the Agent agrees that it will not issue or
deliver any instructions to any Issuer except after the occurrence and during
the continuation of an Event of Default.

      11. Agent's Appointment as Attorney-in-Fact.

            (a) The Pledgor hereby irrevocably constitutes and appoints the
      Agent and any officer or agent of the Agent, with full power of
      substitution, as its true and lawful attorney-in-fact with full
      irrevocable power and authority in the place and stead of the Pledgor and
      in the name of the Pledgor or in the Agent's own name, from time to time
      in the Agent's discretion, in the event that an Event of Default has
      occurred and is continuing, and to the extent permitted by law, to take
      any and all appropriate action and to execute any and all documents and
      instruments which may be necessary or reasonably desirable to accomplish
      the purposes of this Agreement, including, without limitation, any
      financing statements, endorsements, assignments or other instruments of
      transfer.

            (b) The Pledgor hereby ratifies all that said attorneys shall
      lawfully do or cause to be done pursuant to the power of attorney granted
      in paragraph 11. All powers, authorizations and agencies contained in this
      Agreement with respect to the Collateral are powers coupled with an
      interest and are irrevocable for so long as there are Revolver Commitments
      outstanding under the Credit Agreement and thereafter until payment in
      full of the Obligations (except for contingent obligations of any Obligtor
      under indemnifications that survive termination of the Revolver
      Commitments).



      12. Duty of Agent. The Agent's sole duty with respect to the custody,
safekeeping and physical preservation of the Collateral in its possession, under
Section 9-207 of the Code or otherwise, shall be to deal with it in the same
manner as the Agent deals with similar securities and property for its own
account. None of the Agent any Lender nor any of their respective directors,
officers, employees or agents shall be liable for failure to demand, collect or
realize upon any of the Collateral or for any delay in doing so or shall be
under any obligation to sell or otherwise dispose of any Collateral upon the
request of the Pledgor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof.

      13. Authorization to File Financing Statements, Etc. Pursuant to any
applicable law, the Pledgor authorizes the Agent to file or record financing
statements and other filing or recording documents or instruments with respect
to the Collateral without the further signature or consent of the Pledgor in
such form and in such offices as the Agent determines appropriate to perfect the
security interests of the Agent under this Agreement.

      14. Authority of Agent. The Pledgor acknowledges that the rights and
responsibilities of the Agent under this Agreement with respect to any action
taken by the Agent or the exercise or non-exercise by the Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as among the Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Agent and the Pledgor, the Agent shall be conclusively presumed to be acting as
agent for the Lenders with full and valid authority so to act or refrain from
acting, and neither the Pledgor nor any Issuer shall be under any obligation to
make any inquiry respecting such authority.

      15. Notices. All notices, requests and demands under this Agreement shall
be given, and shall be deemed effective, in accordance with Section 15.9 of the
Credit Agreement, except that (a) notices to the Pledgor (if other than
Remington) shall be delivered to it care of Remington at the address for
Remington set forth in the Credit Agreement and (b) notices to the Issuers shall
be given at the addresses set forth under their signatures below with a copy to
Remington at the address for Remington set forth in the Credit Agreement. The
Agent, the Pledgor and each Issuer may change its address and transmission
numbers for notices by notice in the manner provided in Section 15.9 of the
Credit Agreement.

      16. Release of Collateral and Termination.

            (a) At such time as the Obligations (except for contingent
      obligations of any Obligor under indemnifications that survive termination
      of the Revolver Commitments) have been paid in full and the Revolver
      Commitments have been terminated, the Collateral shall be released from
      the Liens created hereby, and this Agreement and all obligations (other
      than those expressly stated to survive such termination) of the Agent and
      the Pledgor hereunder shall terminate, all without delivery of any
      instrument or performance of any act by any party, and all rights to the
      Collateral shall revert to the Pledgor. Upon request of the



      Pledgor following any such termination, the Agent shall deliver (at the
      sole cost and expense of the Pledgor) to the Pledgor any Collateral held
      by the Agent hereunder, and execute and deliver (at the sole cost and
      expense of the Pledgor) to the Pledgor such documents as the Pledgor shall
      reasonably request to evidence such termination.

            (b) If any of the Collateral shall be sold, transferred or otherwise
      disposed of by the Pledgor in a transaction permitted by the Credit
      Agreement, then the Agent shall execute and deliver to the Pledgor (at the
      sole cost and expense of the Pledgor) all releases or other documents
      necessary or reasonably desirable for the release of the Liens created
      hereby on such Collateral.

      17. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      18. Amendments in Writing; No Waiver; Cumulative Remedies.

            (a) None of the terms or provisions of this Agreement may be waived,
      amended, supplemented or otherwise modified except by a written instrument
      executed by the Pledgor and the Agent.

            (b) Neither the Agent nor any Lender shall by any act (except by a
      written instrument pursuant to paragraph 18 hereof), delay, indulgence,
      omission or otherwise be deemed to have waived any right or remedy
      hereunder or to have acquiesced in any Default or Event of Default or in
      any breach of any of the terms and conditions hereof. No failure to
      exercise, nor any delay in exercising, on the part of the Agent or any
      Lender, any right, power or privilege hereunder shall operate as a waiver
      thereof. No single or partial exercise of any right, power or privilege
      hereunder shall preclude any other or further exercise thereof or the
      exercise of any other right, power or privilege. A waiver by the Agent or
      any Lender of any right or remedy hereunder on any one occasion shall not
      be construed as a bar to any right or remedy which the Agent or such
      Lender would otherwise have on any future occasion.

            (c) The rights and remedies herein provided are cumulative, may be
      exercised singly or concurrently and are not exclusive of any other rights
      or remedies provided by law.

      19. Section Headings. The section headings used in this Agreement are for
convenience of reference only and are not to affect the construction hereof or
to be taken into consideration in the interpretation hereof.



      20. Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of the Pledgor and shall inure to the benefit of the
Agent, the Other Representatives and the Lenders and their successors and
assigns.

      21. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW); PROVIDED, HOWEVER, THAT IF ANY COLLATERAL SHALL BE
LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE LAWS OF SUCH JURISDICTION
SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF AGENT'S LIEN
UPON COLLATERAL AND THE ENFORCEMENT OF AGENT'S OTHER REMEDIES OF COLLATERAL TO
THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT
WITH THE LAWS OF THE STATE OF NEW YORK. NOTWITHSTANDING THE FOREGOING PROVISION
FOR THE NOTICE AND SALE OF COLLATERAL UNDER THE LAW OF THE SITUS, IT IS THE
PARTIES' INTENTION THAT NEW YORK LAW CONTROL THE OBLIGATIONS OF PLEDGOR UNDER
THE CREDIT DOCUMENTS AND THE ENFORCEMENT OF THE SAME SUCH THAT, FOR EXAMPLE,
PLEDGOR AGREES AND ACKNOWLEDGES THAT PURSUANT TO NEW YORK LAW PLEDGOR SHALL BE
LIABLE FOR A DEFICIENCY JUDGMENT NOTWITHSTANDING THE SALE OF REAL PROPERTY
COLLATERAL UNDER A POWER OF SALE AND FURTHER THAT LENDERS OR AGENT MAY, AT THEIR
ELECTION, SEEK A MONEY JUDGMENT UNDER THE CREDIT DOCUMENTS WITHOUT FIRST
EXHAUSTING ALL COLLATERAL SECURING THE OBLIGATIONS THEREUNDER.



      IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly
executed and delivered as of the date first above written.


                              RACI HOLDING, INC.

                              By: /s/ Thomas Millner
                                -------------------------
                              Name:   Thomas Millner
                                   ----------------------
                              Title:  President
                                    ---------------------



                                            ACKNOWLEDGED AND AGREED AS OF
                                            THE DATE HEREOF BY:

                                            WACHOVIA BANK, NATIONAL ASSOCIATION,
                                            as Agent

                                            By: /s/ Brian R. O'Fallon
                                              --------------------------
                                            Name:   Brian R. O'Fallon
                                                 -----------------------
                                            Title:  Director
                                                  ----------------------



                                   SCHEDULE 1
                               TO PLEDGE AGREEMENT

                     DESCRIPTION OF PLEDGED EQUITY INTERESTS

                                                     % of
                                                  Outstanding
                              Type and Class of     Equity      Certificate
      Issuer                  Equity Interests     Interests         No.
- ---------------------------------------------------------------------------
Remington Arms Company, Inc.    common stock         100%            1
- ---------------------------------------------------------------------------



                      ACKNOWLEDGEMENT AND CONSENT OF ISSUER

      The undersigned hereby acknowledges receipt of a copy of the attached
Pledge Agreement (as the same may be amended, supplemented, waived or
otherwise modified from time to time, the "Pledge Agreement"), dated as of
January 24, 2003, made by RACI Holding, Inc., a Delaware corporation, in favor
of Wachovia Bank, National Association, a national banking association, as
collateral and administrative agent (in such capacity, the "Agent") for the
several banks and other financial institutions (collectively, the "Lenders")
from time to time parties to the Credit Agreement, dated January 24, 2003 (as
the same may be amended, supplemented, waived or otherwise modified from time to
time, the "Credit Agreement"), among Remington Arms Company, Inc., a Delaware
corporation, and RA Factors, Inc., a Delaware corporation, Fleet Capital
Corporation, as syndication agent, National City Commercial Finance, Inc., as
documentation agent, the Agent, and the Lenders. The undersigned agrees for the
benefit of the Agent and the Lenders as follows:

      1. The undersigned will be bound by the terms of the Pledge Agreement and
will comply with the such terms insofar as such terms are applicable to the
undersigned.

      2. The undersigned will notify the Agent promptly in writing of the
occurrence of any of the events described in paragraph 5(a) of the Pledge
Agreement.

      3. The terms of paragraph 9 of the Pledge Agreement shall apply to it,
mutatis mutandis, with respect to all actions that may be required of it under
or pursuant to or arising out of Section 9 of the Pledge Agreement.

      4. With respect to any of the Collateral that may now or hereafter consist
of uncertificated securities within the meaning of Article 8 of the UCC, the
undersigned will comply with instructions originated by the Agent without the
further consent of the Pledgor.

                              REMINGTON ARMS COMPANY, INC.

                              By: /s/ Thomas L. Millner
                                --------------------------
                              Name:   Thomas L. Millner
                                   -----------------------
                              Title:  President
                                    ----------------------

                              Address for Notices:

                              870 Remington Drive
                              Madison, North Carolina 27025
                              Attention: President
                              Telecopy No.: (336) 548-7801

EX-10.26

                                                                   EXHIBIT 10.26

                     PATENT AND TRADEMARK SECURITY AGREEMENT

      THIS PATENT AND TRADEMARK SECURITY AGREEMENT, dated January 24, 2003, is
made by RA BRANDS, L.L.C., a Delaware limited liability company ("Grantor"), in
favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association
with an office at 301 South College Street, 6th Floor, Charlotte, North Carolina
28288, in its capacity as administrative and collateral agent (together with its
successors in such capacities, the "Agent") for various financial institutions
("Lenders") from time to time parties to that certain Credit Agreement dated
January 24, 2003 (as the same may be amended, supplemented, waived or otherwise
modified from time to time, the "Credit Agreement"), among Remington Arms
Company, Inc. ("Remington"), RA Factors, Inc. ("Factors", together with
Remington, the "Borrowers"), the Agent, Fleet Capital Corporation, in its
capacity as syndication agent, National City Commercial Finance, Inc., in its
capacity as documentation agent, and the Lenders.

                                    RECITALS:

      WHEREAS, Grantor owns certain Trademarks and Trademark Licenses listed on
Schedule I hereto;

      WHEREAS, Grantor owns certain Patents and Patent Licenses listed on
Schedule II;

      WHEREAS, Grantor has executed and delivered a Subsidiary Guaranty dated
the date hereof in favor of Agent (as at any time amended, the "Subsidiary
Guaranty"), pursuant to which Grantor has guaranteed the payment and performance
of all of the indebtedness, liabilities and other obligations of Borrowers under
the Credit Documents to Agent and Lenders;

      WHEREAS, in order to secure Grantor's obligations under the Subsidiary
Guaranty, Grantor has executed and delivered a Subsidiary Security Agreement
between Grantor and Agent (as at any time amended, the "Security Agreement"),
pursuant to which, Grantor has granted to the Agent, for its benefit and the
ratable benefit of the Lenders, a security interest in all right, title and
interest of Grantor in, to and under the Collateral (as defined in the Security
Agreement), including the property listed on the attached Schedules I and II,
together with any renewal or extension thereof, and all Proceeds thereof, to
secure the payment of the Obligations (as hereinafter defined); and

      WHEREAS, it is a condition precedent to the obligations of the Lenders to
make Revolver Loans and provide other financial accommodations to the Borrowers
under the Credit Agreement that Grantor shall have executed and delivered this
Agreement to the Agent for its benefit and the ratable benefit of the Lenders;

      NOW, THEREFORE, in consideration of the premises and to induce the Agent
and the Lenders to enter into the Credit Agreement and to induce the Lenders to
make Revolver Loans and

                                        1



provide other financial accommodations to the Borrowers thereunder, Grantor
hereby agrees with the Agent, for its benefit and the ratable benefit of the
Lenders, as follows:

1.    Defined Terms.

      (a) Unless otherwise defined herein, capitalized terms defined in the
Credit Agreement are used herein as defined therein. The following terms shall
have the following meanings:

            "Agreement": This Patent and Trademark Security Agreement, as the
      same may be amended, supplemented, waived or otherwise modified from time
      to time.

            "Collateral": as defined in Section 2 of this Agreement.

            "General Intangibles": as defined in Section 9-102 of the UCC.

            "Obligations": as defined in the Security Agreement.

            "Patent License": all United States written license agreements to
      which Grantor is a party with any other Person in connection with any of
      the Patents or such other Person's patents, whether Grantor is a licensor
      or a licensee under any such license agreement, including the license
      agreements listed on Schedule II attached hereto and made a part hereof,
      subject, in each case, to the terms of such license agreements, and the
      right to prepare for sale, sell and advertise for sale, all Inventory (as
      defined in the Security Agreement) now or hereafter covered by such
      licenses.

            "Patents": all United States patents, patent applications and
      patentable inventions, including all patents and patent applications
      identified in Schedule II attached hereto and made a part hereof, and
      including (a) all inventions and improvements described and claimed
      therein, and patentable inventions, (b) the right to sue or otherwise
      recover for any and all past, present and future infringements and
      misappropriations thereof, (c) all income, royalties, damages and other
      payments now and hereafter due and/or payable with respect thereto
      (including payments under all licenses entered into in connection
      therewith, and damages and payments for past or future infringements
      thereof), and (d) all rights corresponding thereto in the United States
      and all reissues, divisions, continuations, continuations-in-part,
      substitutes, renewals, and extensions thereof, all improvements thereon,
      and all other rights of any kind whatsoever of Grantor accruing thereunder
      or pertaining thereto (Patents and Patent Licenses being, collectively,
      the "Patent Collateral").

            "Permitted Liens": Liens permitted pursuant to Section 10.2.5 of the
      Credit Agreement or as otherwise expressly permitted to exist under any of
      the other Credit Documents.

                                        2



            "Trademark License": all United States written license agreements to
      which Grantor is a party with any other Person in connection with any of
      the Trademarks or such other Person's names or trademarks, whether Grantor
      is a licensor or a licensee under any such license agreement, including
      the license agreements listed on Schedule I attached hereto and made a
      part hereof, subject, in each case, to the terms of such license
      agreements, and the right to prepare for sale, sell and advertise for
      sale, all Inventory (as defined in the Security Agreement) now or
      hereafter covered by such licenses.

            "Trademarks": all United States trademarks, service marks, trade
      names, trade dress or other indicia of trade origin, trademark and service
      mark registrations, and applications for trademark or service mark
      registrations (except for "intent to use" applications for trademark or
      service mark registrations filed pursuant to Section 1(b) of the Lanham
      Act, unless and until an Amendment to Allege Use or a Statement of Use
      under Sections 1(c) and 1(d) of said Act has been filed), and any renewals
      thereof, including each registration and application identified in
      Schedule I attached hereto and made a part hereof, and including (a) the
      right to sue or otherwise recover for any and all past, present and future
      infringements and misappropriations thereof, (b) all income, royalties,
      damages and other payments now and hereafter due or payable with respect
      thereto (including payments under all licenses entered into in connection
      therewith, and damages and payments for past or future infringements
      thereof), and (c) all rights corresponding thereto in the United States
      and all other rights of any kind whatsoever of Grantor accruing thereunder
      or pertaining thereto, together in each case with the goodwill of the
      business connected with the use of, and symbolized by, each such
      trademark, service mark, trade name, trade dress or other indicia of trade
      origin (Trademarks and Trademark Licenses being, collectively, the
      "Trademark Collateral").

            "UCC": the Uniform Commercial Code (or any successor statute) as
      adopted and in force in the State of New York or, when the laws of any
      other state govern the method or manner of the perfection or enforcement
      of any security interest in any of the Collateral, the Uniform Commercial
      Code (or any successor statute) of such state.

            (b) Certain Matters of Construction: The terms "herein," "hereof"
      and "hereunder" and other words of similar import when used in this
      Agreement shall refer to this Agreement as a whole and not to any
      particular section, paragraph or subdivision. Any pronoun used shall be
      deemed to cover all genders. All references to statutes and related
      regulations shall include any amendments of same and any successor
      statutes and regulations; any of the Credit Documents shall include any
      and all amendment or modifications thereto and any and all restatements,
      extensions or renewals thereof; to any Person shall mean and include the
      successors and permitted assigns of such Person; to "including" and
      "include" shall be understood to mean "including, without limitation." A
      Default or an Event of Default shall be

                                        3



      deemed to exist at all times during the period commencing on the date that
      such Default or Event of Default occurs to the date on which such Default
      or Event of Default is waived in writing pursuant to this Agreement or, in
      the case of a Default, is cured within any period of cure expressly
      provided in this Agreement or the applicable Credit Document; and an Event
      of Default shall "continue" or be "continuing" until such Event of Default
      has been waived in writing by Agent. Any Lien referred to in this
      Agreement or any of the other Credit Documents as having been created in
      favor of Agent, any agreement entered into by Agent pursuant to this
      Agreement or any of the other Credit Documents, any payment made by or to
      or funds received by Agent pursuant to or as contemplated by any of the
      Credit Documents, or any other act taken or omitted to be taken by Agent
      shall, unless otherwise expressly provided, be created, entered into, made
      or received, or taken or omitted for its benefit and the benefit or
      account of the Lenders.

      2.    Grant of Security Interest. As collateral security for the prompt
and complete payment and performance when due (whether at the stated maturity,
by acceleration or otherwise) of the Obligations Grantor hereby assigns, pledges
and grants, subject to existing licenses to use Patents or Trademarks granted by
Grantor in the ordinary course of business, to the Agent, a security interest in
and Lien upon all of the following property now owned or at any time hereafter
acquired by Grantor or in which Grantor now has or at any time in the future may
acquire any right, title or interest (collectively, the "Collateral"):

                  (i)   all Trademarks;

                  (ii)  all Trademark Licenses;

                  (iii) all Patents;

                  (iv)  all Patent Licenses;

                  (v)   all General Intangibles connected with the use of or
      symbolized by the Trademarks and Patents; and

                  (vi)  to the extent not otherwise included, all Proceeds and
      products of any and all of the foregoing;

Notwithstanding anything to the contrary set forth above, the types or items of
Collateral described shall not include any rights or interests in any General
Intangibles, Patent License or Trademark License, as such, if under the terms of
such General Intangibles, Patent License or Trademark License, or Applicable Law
with respect thereto, the valid grant of a security interest or Lien therein to
Agent is prohibited and such prohibition has not been or is not waived or the
consent of the other party to such Patent License or Trademark License or
General Intangible has not been or is not otherwise obtained or under Applicable
Law such prohibition cannot be waived, provided, that, the foregoing exclusion
shall in

                                        4



no way be construed (a) to apply if any such prohibition is unenforceable under
Sections 9-406 or 9-408 of the UCC or other Applicable Law or (b) so as to
limit, impair or otherwise affect Agent's unconditional continuing security
interests in and Liens upon any rights or interests of Grantor in or to monies
due or to become due under any such Patent License or Trademark License.

      3.    Grantor Remains Liable; Limitations on Agent's and Lenders'
Obligations. Anything herein to the contrary notwithstanding, (a) Grantor shall
remain liable under the Patent Licenses and Trademark Licenses to the extent set
forth therein to perform all of its duties and obligations thereunder to the
same extent as if this Agreement had not been executed, (b) the exercise by the
Agent of any of the rights hereunder shall not release Grantor from any of its
duties or obligations under the Patent Licenses and Trademark Licenses, and (c)
neither the Agent nor any Lender shall have any obligation or liability under
the Patent Licenses and Trademark Licenses by reason of this Agreement, nor
shall the Agent or any Lender be obligated to perform any of the obligations or
duties of Grantor thereunder or to take any action to collect or enforce any
claim for payment assigned hereunder.

      4.    Representations and Warranties. Grantor hereby represents and
warrants as to itself and the Collateral as follows:

            (a)   Title; No Other Liens. Except for Permitted Liens, Grantor is
      (or, in the case of after-acquired Collateral, will be) the sole, legal
      and beneficial owner of the entire right, title and interest in and to the
      Trademarks set forth on Schedule I hereto and the Patents set forth in
      Schedule II hereto free and clear of any and all Liens. No security
      agreement, financing statement or other public notice similar in effect
      with respect to all or any part of the Collateral that has been authorized
      or executed by Grantor is on file or of record in any public office
      (including the United States Patent and Trademark Office), except such as
      may have been filed in favor of the Agent, pursuant to this Agreement or
      any other Credit Document or which are permitted pursuant to the Credit
      Documents.

            (b)   Perfected First Priority Liens.

                  (i)   This Agreement is effective to create, as collateral
            security for the Obligations, valid and enforceable Liens on the
            Collateral in favor of the Agent, except as enforceability may be
            affected by bankruptcy, insolvency, fraudulent conveyance,
            reorganization, moratorium and other similar laws relating to or
            affecting creditor's rights generally, general equitable principles
            (whether considered in a proceeding in equity or at law) and an
            implied covenant of good faith and fair dealing.

                  (ii)  Except with regard to Liens (if any) on Specified
            Assets, upon the completion of the Filings, the Liens created
            pursuant to this Agreement will constitute valid Liens on and
            perfected security interests in the Collateral in favor of the Agent
            and will be prior to all other Liens of all other Persons

                                        5



            (other than Permitted Liens), and enforceable as such as against all
            other Persons other than Ordinary Course Buyers, and except as
            enforceability may be limited by applicable bankruptcy, insolvency,
            reorganization, moratorium or similar laws affecting the enforcement
            of creditors' rights generally and by general equitable principles
            (whether enforcement is sought by proceedings in equity or at law)
            or by an implied covenant of good faith and fair dealing. As used in
            this Section 4(b)(ii), the following terms shall have the following
            meanings:

                        "Filings": the filing or recording of the Financing
                  Statements, this Patent and Trademark Security Agreement with
                  the U.S. Patent and Trademark Office, and any filings after
                  the Closing Date in any jurisdiction as may be necessary under
                  any Applicable Law.

                        "Financing Statements": the financing statements
                  prepared by the Agent naming Grantor as debtor and the Agent
                  as secured party filed on or about the Closing Date in the
                  jurisdictions as may be necessary under Applicable Law.

                        "Ordinary Course Buyers": with respect to goods only,
                  buyers in the ordinary course of business to the extent
                  provided in Section 9-320 and 9-321 of the UCC as in effect
                  from time to time in the relevant jurisdiction, (ii) with
                  respect to General Intangibles only, licenses in the ordinary
                  course of business to the extent provided in Section 9-321 of
                  the UCC, and (iii) any other Person who is entitled to take
                  free of the Lien pursuant to the UCC or other applicable law.

                        "Specified Assets": Collateral for which the perfection
                  of Liens thereon requires filings in or other actions under
                  the laws of jurisdictions outside the United States of
                  America, any State, territory or dependency thereof or the
                  District of Columbia.

            (c)   Consents. No consent of any party (other than Grantor) to any
      Patent License or Trademark License constituting Collateral is required,
      or purports to be required, to be obtained by or on behalf of Grantor in
      connection with the execution, delivery and performance of this Agreement
      that has not been obtained. Each Patent License and Trademark License
      constituting Collateral is in full force and effect and constitutes a
      valid and legally enforceable obligation of Grantor and (to the knowledge
      of Grantor) each other party thereto except as enforceability may be
      limited by bankruptcy, insolvency, reorganization, moratorium or similar
      laws affecting the enforcement of creditor's rights

                                        6



      generally and by general equitable principles (whether enforcement is
      sought by proceedings in equity or at law) and except to the extent the
      failure of any such Patent License or Trademark License constituting
      Collateral to be in full force and effect or valid or legally enforceable
      could not be reasonably expected, in the aggregate, to have a Material
      Adverse Effect on the value of the Collateral. Except as set forth on
      Schedules I and II hereto, no consent or authorization of, filing with or
      other act by or in respect of any Governmental Authority is required in
      connection with the execution, delivery, performance, validity or
      enforceability of any of the Patent Licenses or Trademark Licenses
      constituting Collateral by any party thereto other than those which have
      been duly obtained, made or performed and are in full force and effect and
      those the failure of which to make or obtain could not be reasonably
      expected, in the aggregate, to have a Material Adverse Effect on the value
      of the Collateral. Except as set forth on Schedules I and II hereto,
      neither Grantor nor (to the knowledge of Grantor) any other party to any
      Patent License or Trademark License constituting Collateral is in default
      in the performance or observance of any of the terms thereof, except for
      such defaults as could not reasonably be expected, in the aggregate, to
      have a Material Adverse Effect on the value of the Collateral. The right,
      title and interest of Grantor in, to and under each Patent License and
      Trademark License constituting Collateral are not subject to any defense,
      offset, counterclaim or claim which could be reasonably expected, either
      individually or in the aggregate, to have a Material Adverse Effect on the
      value of the Collateral.

            (d)   Schedules I and II are Complete; All Filings Have Been Made.
      Set forth in Schedules I and II is a complete and accurate list of the
      Trademarks and Patents owned by Grantor as of the date hereof. Grantor has
      made all necessary filings and recordations to protect and maintain its
      interest in the Trademarks and Patents set forth in Schedules I and II,
      including all necessary filings and recordings, and payments of all
      maintenance fees, in the United States Patent and Trademark Office to the
      extent such Trademarks and Patents are material to Grantor's business. Set
      forth in Schedules I and II is a complete and accurate list of all of the
      material Trademark Licenses and material Patent Licenses owned by Grantor
      as of the date hereof.

            (e)   The Trademarks and Trademark Licenses are Subsisting and Not
      Adjudged Invalid. As of the date hereof, each trademark registration and
      trademark application of Grantor set forth in Schedule I is subsisting as
      of the date hereof and has not been adjudged invalid, unregistrable or
      unenforceable, in whole or in part, and, to the best of Grantor's
      knowledge, is valid, registrable and enforceable. As of the date hereof,
      each of the Trademark Licenses set forth in Schedule I is validly
      subsisting and has not been adjudged invalid or unenforceable, in whole or
      in part, and, to the best of Grantor's knowledge, is valid and
      enforceable. As of the date hereof, Grantor has notified the Agent in
      writing of all uses of any item of Trademark Collateral material to
      Grantor's business of which Grantor is aware which could reasonably be
      expected to lead to such item becoming invalid or unenforceable, including
      unauthorized uses by third parties and uses which were not supported by
      the goodwill of the business connected with such Collateral.

                                        7



            (f)   The Patent and Patent Licenses are Subsisting and Not Adjudged
      Invalid. As of the date hereof, each patent and patent application of
      Grantor set forth in Schedule II is subsisting and has not been adjudged
      invalid, unpatentable or unenforceable, in whole or in part, and, to the
      best of Grantor's knowledge, is valid, patentable and enforceable. As of
      the date hereof, each of the Patent Licenses set forth in Schedule II is
      validly subsisting and has not been adjudged invalid or unenforceable, in
      whole or in part, and, to the best of Grantor's knowledge, is valid and
      enforceable. As of the date hereof, Grantor has notified the Agent in
      writing of all uses of any item of Patent Collateral material to Grantor's
      business of which Grantor is aware which could reasonably be expected to
      lead to such item becoming invalid or unenforceable.

            (g)   No Previous Assignments or Releases. As of the date hereof,
      Grantor has not made a previous assignment, sale, transfer or agreement
      constituting a present or future assignment, sale, transfer or encumbrance
      of any of the Collateral, except with respect to exclusive licenses
      granted in the ordinary course of business or as permitted by this
      Agreement or the Credit Documents. As of the date hereof, Grantor has not
      granted any license, shop right, release, covenant not to sue, or
      non-assertion assurance to any Person with respect to any part of the
      Collateral except in the ordinary course of business.

            (h)   Proper Statutory Notice. Grantor has marked its products with
      the trademark registration symbol (R), the numbers of all appropriate
      patents, the common law trademark symbol J, or the designation "patent
      pending," as the case may be, to the extent that it is reasonably and
      commercially practicable.

            (i)   No Knowledge of Claims Likely to Arise. Except for the
      Trademark Licenses and Patent Licenses listed in Schedules I and II
      hereto, Grantor has no knowledge of the existence of any right or any
      claim (other than as provided by this Agreement or the Credit Documents)
      that is likely to be made under or against any item of Collateral
      contained on Schedules I and II which would have a Material Adverse
      Effect.

            (j)   No Knowledge of Existing or Threatened Claims. No claim has
      been made and is continuing or, to the best of Grantor's knowledge,
      threatened that the use by Grantor of any item of Collateral is invalid or
      unenforceable or that the use by Grantor of any Collateral does or may
      violate the rights of any Person, which would have a Material Adverse
      Effect. To the best of Grantor's knowledge, there is currently no
      infringement or unauthorized use of any item of Collateral contained on
      Schedules I and II which would have a Material Adverse Effect.

      5.    Covenants. Grantor covenants and agrees with the Agent and the
Lenders and, with respect to Section 5(a), the Agent covenants and agrees with
Grantor that, from and after the date of this Agreement until the payment in
full of the Obligations (except for contingent obligations of any

                                        8



Obligor under indemnifications that survive termination of the Revolver
Commitments) and the termination of all the Revolver Commitments:

            (a)   Further Documentation; Pledge of Instruments and Chattel
      Paper. At any time and from time to time, upon the written request of the
      Agent or Grantor, as the case may be, and at the sole expense of Grantor,
      Grantor or the Agent, as the case may be, will promptly and duly execute
      and deliver such further instruments and documents and take such further
      action as the Agent or Grantor may reasonably request for the purpose of
      obtaining or preserving the full benefits of this Agreement and of the
      rights and powers herein granted, including the filing of any financing or
      continuation statements under the UCC in effect in any jurisdiction with
      respect to the Liens created hereby. Grantor also hereby authorizes the
      Agent to prepare and file any such financing or continuation statement
      without the signature of Grantor to the extent permitted by Applicable
      Law. The Agent agrees to notify Grantor and Grantor agrees to notify the
      Agent of any financing or continuation statement filed by it pursuant to
      this Section 5(a), provided that any failure to give any such notice shall
      not affect the validity or effectiveness of any such filing.

            (b)   Indemnification and Expenses. Grantor agrees to pay, and to
      save harmless and defend the Agent and the Lenders from, any and all
      liabilities and reasonable costs and expenses (including reasonable legal
      fees and expenses) (i) with respect to, or resulting from, any delay by
      Grantor in complying with any requirement of Applicable Law with respect
      to any of the Collateral, or (ii) in connection with any of the
      transactions contemplated by this Agreement, provided that such indemnity
      shall not, as to the Agent or any Lender, be available to the extent that
      such liabilities, costs and expenses resulted from the gross negligence or
      willful misconduct of the Agent or any Lender. In any suit, proceeding or
      action brought by the Agent or any Lender under any of the Collateral for
      any sum owing thereunder, or to enforce any of the Collateral, Grantor
      will save, indemnify and keep harmless and defend the Agent and such
      Lender from and against all expense, loss or damage suffered by reason of
      any defense or counterclaim raised in any such suit, proceeding or action.

            (c)   Maintenance of Records. (i) Grantor will keep and maintain at
      its own cost and expense reasonably satisfactory and complete records of
      the Collateral, and shall mark such records to evidence this Agreement and
      the Liens and the security interests created hereby. For the Agent's and
      the Lenders' further security, the Agent shall have a security interest in
      all of Grantor's books and records pertaining to the Collateral, and
      Grantor shall permit the Agent or its representatives to review such books
      and records upon reasonable advance notice during normal business hours at
      the location where such books and records are kept and at the reasonable
      request of the Agent.

            (d)   Right of Inspection. Upon reasonable advance notice to Grantor
      and at reasonable intervals, or at any time and from time to time after
      the occurrence and during the continuance of an Event of Default, the
      Agent and the Lenders and their respective

                                        9



      representatives (i) shall have the right during normal business hours to
      visit Grantor's plants and facilities which manufacture, inspect or store
      products sold under any of the Patents or the Trademarks and to inspect
      the products and quality control records relating thereto, and (ii) shall
      have reasonable access during normal business hours to all the books,
      correspondence and records of Grantor, and the Agent and the Lenders and
      their respective representatives may examine the same, and to the extent
      reasonable take extracts therefrom and make photocopies thereof, and
      Grantor agrees to render to the Agent and the Lenders, at Grantor's
      reasonable cost and expense, such clerical and other assistance as may be
      reasonably requested with regard thereto.

            (e)   Compliance with Laws, etc. Grantor will comply in all material
      respects with all requirements of Applicable Law with respect to the
      Collateral or any part thereof, except to the extent that the failure to
      so comply could not be reasonably expected to have a Material Adverse
      Effect in the aggregate on the Agent's or the Lenders' rights hereunder,
      the priority of their Liens on the Collateral or the value of the
      Collateral.

            (f)   Further Identification of Collateral. Grantor will furnish to
      the Agent and the Lenders from time to time such statements and schedules
      further identifying and describing the Collateral, and such other reports
      in connection with the Collateral, as the Agent may reasonably request,
      all in reasonable detail.

            (g)   Security Interest in Any Newly Acquired Collateral. Grantor
      agrees that, should it obtain an ownership interest in any Trademark,
      Patent, Trademark License or Patent License, which is not now a part of
      the Collateral, (i) the provisions of Section 2 shall automatically apply
      thereto, (ii) any such Trademark, Patent, Trademark License and Patent
      License shall automatically become part of the Collateral, and (iii) with
      respect to any ownership interest in any Trademark, Patent, Trademark
      License or Patent License that Grantor should obtain which Grantor
      reasonably deems is material to its business, it shall give notice thereof
      to the Agent and the Lenders in writing, in reasonable detail, at their
      respective addresses set forth in the Credit Agreement within 45 days
      after the end of the calendar quarter in which such ownership interest is
      obtained. Grantor authorizes the Agent to modify this Agreement by
      amending Schedules I and II (and will cooperate reasonably with the Agent
      in effecting any such amendment) to include on Schedule I any Trademark
      and Trademark License and on Schedule II any Patent or Patent License of
      which it receives notice under this Section.

            (h)   Maintenance of the Trademark Collateral. Grantor agrees to
      take all necessary steps, including in the United States Patent and
      Trademark Office or in any court, to (i) maintain each trademark
      registration and each Trademark License identified on Schedule I hereto,
      and (ii) pursue each trademark application now or hereafter identified in
      Schedule I hereto, including the filing of responses to office actions
      issued by the United States Patent and Trademark Office, the filing of
      applications for renewal, the filing of affidavits under Sections 8 and 15
      of the United States Trademark Act, and the participation

                                       10



      in opposition, cancellation, infringement and misappropriation
      proceedings, except, in each case in which Grantor has reasonably
      determined that any of the foregoing is not of material economic value to
      it. Grantor agrees to take corresponding steps with respect to each new or
      acquired trademark registration, trademark application or any rights
      obtained under any Trademark License, in each case, which it is now or
      later becomes entitled, except in each case in which Grantor has
      reasonably determined that any of the foregoing is not of material
      economic value to it. Any expenses incurred in connection with such
      activities shall be borne by Grantor. In furtherance of Grantor's
      agreement to maintain the trademark registrations, Grantor agrees to
      maintain the quality of the products associated with the Trademark
      Collateral at a level consistent with the quality at the time of this
      Agreement, and upon the request of Agent, will provide Agent with
      quarterly certificates to that effect, executed by an officer of Grantor.

            (i)   Maintenance of the Patent Collateral. Grantor agrees to take
      all necessary steps, including in the United States Patent and Trademark
      Office or in any court, to (i) maintain each patent and each Patent
      License identified on Schedule II hereto, and (ii) pursue each patent
      application, now or hereafter identified in Schedule II hereto, including
      the filing of divisional, continuation, continuation-in-part and
      substitute applications, the filing of applications for reissue, renewal
      or extensions, the payment of maintenance fees, and the participation in
      interference, reexamination, opposition, infringement and misappropriation
      proceedings, except, in each case in which Grantor has reasonably
      determined that any of the foregoing is not of material economic value to
      it. Grantor agrees to take corresponding steps with respect to each new or
      acquired patent, patent application, or any rights obtained under any
      Patent License, in each case, which it is now or later becomes entitled,
      except in each case in which Grantor has reasonably determined that any of
      the foregoing is not of material economic value to it. Any expenses
      incurred in connection with such activities shall be borne by Grantor.

            (j)   Grantor Shall Not Abandon any Collateral. Grantor shall not
      abandon any trademark registration, patent or any pending trademark or
      patent application, without the written consent of the Agent, unless
      Grantor shall have previously determined that such use or the pursuit or
      maintenance of such trademark registration, patent or pending trademark or
      patent application is not of material economic value to it, in which case,
      Grantor will, at least annually, give notice of any such abandonment to
      the Agent and the Lenders in writing, in reasonable detail, at their
      respective addresses set forth in the Credit Agreement.

            (k)   Infringement of Any Collateral. In the event that Grantor
      becomes aware that any item of the Collateral which Grantor has reasonably
      determined to be material to its business is infringed or misappropriated
      by a third party, Grantor shall promptly notify the Agent and the Lenders
      promptly and in writing, in reasonable detail, at their respective
      addresses set forth in the Credit Agreement, and shall take such actions
      as Grantor or the Agent deems reasonably appropriate under the
      circumstances to protect such Collateral, including suing for infringement
      or misappropriation and for an injunction against such

                                       11



      infringement or misappropriation. Any expense incurred in connection with
      such activities shall be borne by Grantor. Grantor will advise the Agent
      and the Lenders promptly and in writing, in reasonable detail, at their
      respective addresses set forth in the Credit Agreement, of any adverse
      determination or the institution of any proceeding (including the
      institution of any proceeding in the United States Patent and Trademark
      Office or any court) regarding any item of the Collateral which has a
      Material Adverse Effect.

            (l)   Use of Statutory Notice. Grantor shall mark its products with
      the trademark registration symbol (R), the numbers of all appropriate
      patents, the common law trademark symbol J, or the designation "patent
      pending," as the case may be, to the extent that it is reasonably and
      commercially practicable.

            (m)   Limitation on Liens on Collateral. Grantor will not create,
      incur or permit to exist, will defend the Collateral against, and will
      take such other action as is reasonably necessary to remove, any Lien or
      material adverse claim on or to any of the Collateral, other than
      exclusive licenses granted in the Ordinary Course of Business and the
      Liens created by this Agreement and other than as permitted pursuant to
      the Credit Documents, and will defend the right, title and interest of the
      Agent and the Lenders in and to any of the Collateral against the claims
      and demands of all Persons whomsoever.

            (n)   Limitations on Dispositions of Collateral. Without the prior
      written consent of the Agent, Grantor will not sell, assign, transfer,
      exchange or otherwise dispose of, or grant any option with respect to, the
      Collateral, or attempt, offer or contract to do so, except with respect to
      exclusive licenses in the Ordinary Course of Business or as permitted by
      this Agreement or the Credit Documents.

            (o)   Notices. Grantor will advise the Agent and the Lenders
      promptly, in reasonable detail, at their respective addresses set forth in
      the Credit Agreement, (i) of any Lien (other than Permitted Liens) on, or
      material adverse claim asserted against any of the Collateral and (ii) of
      the occurrence of any other event which could reasonably be expected in
      the aggregate to have a Material Adverse Effect on the aggregate value of
      the Collateral or the Liens created hereunder.

      6.    Agent's Appointment as Attorney-in-Fact.

            (a)   Powers. Grantor hereby irrevocably constitutes and appoints
      the Agent and any officer or agent thereof, with full power of
      substitution, as its true and lawful attorney-in-fact with full
      irrevocable power and authority in the place and stead of Grantor and in
      the name of Grantor or in its own name, from time to time in the Agent's
      discretion, for the purpose of carrying out the terms of this Agreement,
      to take any and all appropriate action and to execute any and all
      documents and instruments which may be necessary or desirable to
      accomplish the purposes of this Agreement, and, without limiting the
      generality of the foregoing, Grantor hereby gives the Agent the power and
      right, on behalf of Grantor,

                                       12



      without notice to or assent by Grantor, to do the following at any time
      when any Event of Default shall have occurred and be continuing, and to
      the extent permitted by Applicable Law:

                  (i)   to execute and deliver any and all agreements,
            instruments, documents, and papers as the Agent may reasonably
            request to evidence the Agent's security interest in any of the
            Collateral;

                  (ii)  in the name of Grantor or its own name, or otherwise, to
            take possession of and indorse and collect any checks, drafts,
            notes, acceptances or other instruments for the payment of moneys
            due under any General Intangible constituting Collateral or with
            respect to any other Collateral and to file any claim or to take any
            other action or institute any proceeding in any court of law or
            equity or otherwise deemed appropriate by the Agent for the purpose
            of collecting any and all such moneys due under any such General
            Intangible or with respect to any such other Collateral whenever
            payable;

                  (iii) to pay or discharge Liens placed on the Collateral,
            other than Permitted Liens; and

                  (iv)  (A) to direct any party liable for any payment with
            respect to any of the Collateral to make payment of any and all
            moneys due or to become due thereunder directly to the Agent or as
            the Agent shall direct; (B) to ask for, or demand, collect, receive
            payment of and receipt for, any and all moneys, claims and other
            amounts due or to become due at any time in respect of or arising
            out of any of the Collateral; (C) to sign and indorse any invoices,
            freight or express bills, bills of lading, storage or warehouse
            receipts, drafts against debtors, assignments, verifications,
            notices and other documents in connection with any of the
            Collateral; (D) to commence and prosecute any suits, actions or
            proceedings at law or in equity in any court of competent
            jurisdiction to collect the Collateral or any thereof and to enforce
            any other right in respect of any Collateral; (E) to defend any
            suit, action or proceeding brought against Grantor with respect to
            any of the Collateral; (F) to settle, compromise or adjust any suit,
            action or proceeding described in clause (E) above and, in
            connection therewith, to give such discharges or releases as the
            Agent may deem appropriate; (G) subject to any pre-existing rights
            or licenses, to assign any Patent or Trademark (along with the
            goodwill of the business to which any such Patent or Trademark
            pertains), for such term or terms, on such conditions, and in such
            manner, as the Agent shall in its sole discretion determine; and (H)
            generally, to sell, transfer, pledge and make any agreement with
            respect to or otherwise deal with any of the Collateral as fully and
            completely as though the Agent were the absolute owner thereof for
            all purposes, and to do, at the Agent's option and Grantor's

                                       13



            expense, at any time, or from time to time, all acts and things
            which the Agent deems necessary to protect, preserve or realize upon
            the Collateral and the Agent's Liens thereon and to effect the
            intent of this Agreement, all as fully and effectively as Grantor
            might do. Grantor hereby ratifies all that said attorneys shall
            lawfully do or cause to be done by virtue hereof. This power of
            attorney is a power coupled with an interest and shall be
            irrevocable until payment in full of the Obligations (except for
            contingent obligations of any Obligor under indemnifications that
            survive termination of the Revolver Commitments) and the termination
            of all the Revolver Commitments.

            (b)   Other Powers. Grantor also authorizes the Agent, from time to
      time if an Event of Default shall have occurred and be continuing, to
      execute, in connection with any sale provided for in Section 10 hereof,
      any endorsements, assignments or other instruments of conveyance or
      transfer with respect to the Collateral.

            (c)   No Duty on the Part of Agent or Lenders. The powers conferred
      on the Agent and the Lenders hereunder are solely to protect the Agent's
      and the Lenders' interests in the Collateral and shall not impose any duty
      upon the Agent or any Lender to exercise any such powers. The Agent and
      the Lenders shall be accountable only for amounts that they actually
      receive as a result of the exercise of such powers, and neither they nor
      any of their officers, directors, employees or agents shall be responsible
      to Grantor for any act or failure to act hereunder, except for their own
      gross negligence or willful misconduct.

      7.    Performance by Agent of Grantor's Obligations. If Grantor fails to
perform or comply with any of its agreements contained herein and the Agent, as
provided for by the terms of this Agreement, shall itself perform or comply, or
otherwise cause performance or compliance, with such agreement, the reasonable
expenses of the Agent incurred in connection with such performance or
compliance, together with interest thereon at the Default Rate shall be payable
by Grantor to the Agent on demand and shall constitute Obligations secured
hereby.

      8.    Proceeds. It is agreed that if an Event of Default shall occur and
be continuing, (a) all Proceeds of any Collateral received by Grantor consisting
of cash, checks and other near-cash items shall be held by Grantor in trust for
the Agent and the Lenders, segregated from other funds of Grantor, and at the
request of the Agent shall, forthwith upon receipt by Grantor, be turned over to
the Agent in the exact form received by Grantor (duly indorsed by Grantor to the
Agent, if required by the Agent), and (b) any and all such Proceeds received by
the Agent (whether from Grantor or otherwise) may, in the sole discretion of the
Agent, be held by the Agent, as collateral security for the Obligations (whether
matured or unmatured), and then or at any time thereafter may be applied by the
Agent against, the Obligations then due and owing. Any balance of such Proceeds
remaining after the payment in full of the Obligations (except for contingent
obligations of any Obligor under indemnifications that survive termination of
the Revolver Commitments) and the termination of the Revolver Commitments, shall
be paid over to Grantor or to whomsoever may be lawfully entitled to receive the
same.

                                       14



      9.    Events of Default. It is understood and agreed that an event of
default shall be deemed to have occurred under this Agreement, and Agent shall
be entitled to take such actions as are elsewhere provided herein, in the event
that an Event of Default under and (as defined in) the Credit Agreement or any
of the other Credit Documents shall have occurred.

      10.   Remedies. If an Event of Default shall occur and be continuing, the
Agent may (and upon written instructions to do so from the Required Lenders,
shall) exercise any and all rights and remedies of a secured party under the
UCC, together with every right and remedy available to Agent under any other
Applicable Law, and, to the extent permitted by Applicable Law, all other rights
and remedies granted to them in this Agreement and in any other instrument or
agreement securing, evidencing or relating to the Obligations. Without limiting
the generality of the foregoing, the Agent, without demand of performance or
other demand, presentment, protest, advertisement or notice of any kind (except
any notice required by law referred to below) to or upon Grantor or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived), may (and upon written instructions to do so from the Required
Lenders, shall) in such circumstances, to the extent permitted by Applicable
Law, forthwith collect, receive, appropriate and realize upon the Collateral, or
any part thereof, and may forthwith sell, lease, assign, give option or options
to purchase, or otherwise dispose of and deliver the Collateral or any part
thereof (or contract to do any of the foregoing), whether on Grantor's premises
or elsewhere, but subject to any pre-existing rights or licenses, in one or more
parcels at public or private sale or sales, at any exchange, broker's board or
office of the Agent or any Lender or elsewhere upon such terms and conditions as
it may deem advisable and at such prices as it may deem best, for cash or on
credit or for future delivery without assumption of any credit risk. The Agent
or any Lender shall have the right, to the extent permitted by Applicable Law,
upon any such sale or sales, to purchase the whole or any part of the Collateral
so sold, free of any right or equity of redemption in Grantor, which right or
equity is hereby waived or released. Grantor further agrees, at the Agent's
request, upon the occurrence and during the continuance of an Event of Default,
to assemble the Collateral and make it available to the Agent at places which
the Agent shall reasonably select, whether at Grantor's premises or elsewhere.
Alternatively, Agent may peaceably by its own means or with judicial assistance
enter Grantor's premises and take possession of the Collateral or dispose of the
Collateral on Grantor's premises without resistance or interference by Grantor.
In the event of any sale, assignment, or other disposition of any of the
Collateral, the goodwill of the business connected with and symbolized by any
Trademark Collateral subject to such disposition shall be included, and Grantor
shall supply to the Agent or its designee Grantor's know-how and expertise
relating to the Collateral subject to such disposition, and Grantor's notebooks,
studies, reports, records, documents and things embodying the same or relating
to the inventions, processes or ideas covered by, and to the manufacture of any
products under or in connection with, the Collateral subject to such
disposition, and Grantor's customer's lists, studies and surveys and other
records and documents relating to the distribution, marketing, advertising and
sale of products relating to the Collateral subject to such disposition. The
Agent shall apply the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all reasonable costs and
expenses of every kind incurred therein or incidental to the care or safekeeping
of any of the Collateral or in any way relating to the Collateral or the rights

                                       15



of the Agent and the Lenders hereunder, including reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Obligations then due
and owing, and only after such application and after the payment by the Agent of
any other amount required by any provision of Applicable Law, need the Agent
account for the surplus, if any, to Grantor. To the extent permitted by
Applicable Law, Grantor waives all claims, damages and demands it may acquire
against the Agent or any Lender arising out of the repossession, retention or
sale of the Collateral, other than any such claims, damages and demands that may
arise from the gross negligence or willful misconduct of any of them. If any
notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition. Grantor shall remain liable for any
deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay the then outstanding Obligations, including the
reasonable fees and disbursements of any attorneys employed by the Agent or any
Lender to collect such deficiency.

      11.   Limitation on Duties Regarding Preservation of Collateral. The
Agent's sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession, under Section 9-207 of the UCC
or otherwise, shall be to deal with it in the same manner as the Agent deals
with similar property for its own account. Neither the Agent nor any Lender, nor
any of their respective directors, officers, employees or agents shall be liable
for failure to demand, collect or realize upon all or any part of the Collateral
or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of Grantor or any other
Person.

      12.   Waivers. In addition to the other waivers contained herein and in
any other Credit Document, Grantor hereby expressly waives, to the extent
permitted by Applicable Law: demand, protest, notice of protest, notice of
default or dishonor, notice of payments and nonpayments, or of any default,
release, compromise, settlement, extension or renewal of all commercial paper,
instruments or guaranties at any time held by Agent or any of the Lenders on
which Grantor may in any way be liable; notice or hearing in connection with,
and the requirement to post a bond as a condition to, the issuance of an
immediate writ of possession with respect to any of the Collateral; any
requirement that the Agent or any of the Lenders protect, secure, perfect or
insure any Lien or any property subject thereto or exhaust any right or take any
action against any Obligor or any other Person or any Collateral, including any
rights any Obligor may otherwise have under the New York General Obligations
Law; and notice of any action taken by Agent unless expressly required by this
Agreement or any other Credit Document or by Applicable Law.

      13.   Powers Coupled with an Interest. All authorizations and agencies
herein contained with respect to the Collateral are powers coupled with an
interest and are irrevocable until payment in full of the Obligations (except
for contingent obligations of any Obligor under indemnifications that survive
termination of the Revolver Commitments) and the termination of the Revolver
Commitments.

                                       16



      14.   Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      15.   Section Headings. The section headings used in this Agreement are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.

      16.   No Waiver; Cumulative Remedies. Neither the Agent nor any Lender
shall by any act (except by a written instrument pursuant to Section 17 hereof),
delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default or in
any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Agent or any Lender, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Agent or any Lender of any right or remedy hereunder
on any one occasion shall not be construed as a bar to any right or remedy which
the Agent or such Lender would otherwise have on any future occasion. The rights
and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by law.

      17.   Amendments in Writing; No Waiver; Cumulative Remedies; Successors
and Assigns. None of the terms or provisions of this Agreement may be waived,
amended, supplemented or otherwise modified except by a written instrument
executed by Grantor and the Agent. This Agreement shall be binding upon the
successors and assigns of Grantor and shall inure to the benefit of the Agent
and the Lenders and their respective successors and assigns, except that Grantor
may not assign, transfer or delegate any of its rights or obligations under this
Agreement without the prior written consent of the Agent.

      18.   Notices. All notices, requests and demands to or upon the respective
parties hereto shall be made in accordance with Section 15.9 of the Credit
Agreement, and if to Grantor shall be sent to:

                       RA Brands, L.L.C.
                        c/o Remington Arms Company, Inc.
                       870 Remington Drive
                       Madison, North Carolina 27025
                       Attention:  Mr.Mark Little, VP, Chief Financial Officer

                       Telecopy No.:  (336) 548-7779
                       With a copy to:

                                       17



                       Clayton, Dubilier & Rice, Inc.
                       375 Park Avenue
                       New York, New York 10152
                       Attention:  Mr. Michael Babiarz
                       Telecopy No.:  (212) 893-7050

                       and

                       Debevoise & Plimpton
                       919 Third Avenue
                       New York, New York 10022
                       Attention: William B. Beekman, Esq.
                       Telecopy No.: (212) 909-6836

      19.   Authority of Agent. Grantor acknowledges that the rights and
responsibilities of the Agent under this Agreement with respect to any action
taken by the Agent or the exercise or non-exercise by the Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as among the Agent and the
Lenders, be governed by the Credit Documents and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Agent and Grantor, the Agent shall be conclusively presumed to be acting as
agent for the Lenders with full and valid authority so to act or refrain from
acting, and Grantor shall not be under any obligation to make any inquiry
respecting such authority.

      20.   GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW); PROVIDED, HOWEVER, THAT IF ANY COLLATERAL SHALL BE
LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE LAWS OF SUCH JURISDICTION
SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF AGENT'S LIEN
UPON COLLATERAL AND THE ENFORCEMENT OF AGENT'S OTHER REMEDIES OF COLLATERAL TO
THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT
WITH THE LAWS OF THE STATE OF NEW YORK. NOTWITHSTANDING THE FOREGOING PROVISION
FOR THE NOTICE AND SALE OF COLLATERAL UNDER THE LAW OF THE SITUS, IT IS THE
PARTIES' INTENTION THAT NEW YORK LAW CONTROL THE OBLIGATIONS OF GRANTOR UNDER
THE CREDIT DOCUMENTS AND THE ENFORCEMENT OF THE SAME.

      21.   Release of Collateral and Termination.

            (a)   At such time as the payment in full of the Obligations (except
      for contingent obligations of any Obligor under indemnifications that
      survive termination of the Revolver

                                       18



      Commitments) and the termination of all the Revolver Commitments shall
      have occurred, the Collateral shall be released from the Liens created
      hereby, and this Agreement and all obligations (other than those expressly
      stated to survive such termination) of the Agent and Grantor hereunder
      shall terminate, all without delivery of any instrument or performance of
      any act by any party, and all rights to the Collateral shall revert to
      Grantor. Upon request of Grantor following any such termination, the Agent
      shall deliver (at the sole cost and expense of Grantor) to Grantor any
      Collateral held by the Agent hereunder, and execute and deliver (at the
      sole cost and expense of Grantor) to Grantor such documents as Grantor
      shall reasonably request to evidence such termination.

            (b)   If any of the Collateral shall be sold, transferred or
      otherwise disposed of by Grantor in a transaction permitted by the Credit
      Agreement, then the Agent shall execute and deliver to Grantor (at the
      sole cost and expense of Grantor) all releases or other documents
      reasonably necessary or desirable for the release of the Liens created
      hereby on such Collateral.

      22.   Incorporation of Provisions of Security Agreement. Grantor hereby
acknowledges and affirms that the rights and remedies of the Agent with respect
to the security interest in the Collateral made and granted hereby are more
fully set forth in the Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein. Nothing in this
Agreement shall defer or impair the attachment or perfection of any security
interest in any collateral covered by the Security Agreement which would attach
or be perfected pursuant to the terms thereof without action by Grantor or any
other Person.

                                       19



      IN WITNESS WHEREOF, Grantor has caused this Agreement to be duly executed
and delivered as of the date first above written.


                              RA BRANDS, L.L.C.

                              By /s/ Thomas Millner
                                -------------------------
                              Name:  Thomas Millner
                                     --------------------
                              Title: President
                                     --------------------

                                       20




                              ACKNOWLEDGED AND AGREED AS OF
                              THE DATE HEREOF BY:

                              WACHOVIA BANK, NATIONAL ASSOCIATION,
                              as Agent

                              By /s/ Brian R. O'Fallon
                                -------------------------
                              Name:  Brian R. O'Fallon
                                     --------------------
                              Title: Director
                                     --------------------

                                       21

EX-10.27

                                                                   EXHIBIT 10.27

                               SUBSIDIARY GUARANTY

     THIS SUBSIDIARY GUARANTY (as at any time amended, this "Guaranty"), dated
January 24, 2003, is made by RA BRANDS, L.L.C., a Delaware limited liability
company (the "Guarantor") in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a
national banking association with an office at 301 South College Street, 6th
Floor, Charlotte, North Carolina 28288, in its capacity as administrative and
collateral agent (together with its successors in such capacities, the "Agent")
for various financial institutions ("Lenders") from time to time parties to the
Credit Agreement dated January 24, 2003 (as the same may be amended,
supplemented, waived or otherwise modified from time to time, the "Credit
Agreement"), among Remington Arms Company, Inc. and RA Factors, Inc. (each a
"Borrower" and collectively, the "Borrowers"), the Agent, Fleet Capital
Corporation, in its capacity as syndication agent, National City Commercial
Finance, Inc., in its capacity as documentation agent, and the Lenders.

                              W I T N E S S E T H :

     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make
Revolver Loans and provide other financial accommodations to the Borrowers upon
the terms and subject to the conditions set forth therein; and

     WHEREAS, a condition to any extension of any credit by Agent and Lenders to
the Borrowers under the terms of the Credit Agreement is the execution and
delivery of this Guaranty by the Guarantor.

     WHEREAS, to induce Agent and Lenders to extend credit to Borrowers under
the Credit Agreement in accordance with the terms thereof, the Guarantor has
agreed to execute and deliver this Guaranty.

     NOW, THEREFORE, in consideration of the premises and to induce the Agent
and the Lenders to make Revolver Loans and provide other financial
accommodations to the Borrowers under the Credit Agreement, the Guarantor hereby
agrees with the Agent, for the ratable benefit of the Lenders, as follows:

     1.   Defined Terms.

          (a)    Unless otherwise defined herein, capitalized terms defined in
     the Credit Agreement are used herein as defined therein.

          (b)    The terms "herein," "hereof" and "hereunder" and other words of
     similar import when used in this Guaranty shall refer to this Guaranty as a
     whole and not to any particular section, paragraph or subdivision. Any
     pronoun used shall be deemed to cover all genders. All references to
     statutes and related regulations shall include any amendments of



     same and any successor statutes and regulations; any of the Credit
     Documents shall include any and all amendment or modifications thereto and
     any and all restatements, extensions or renewals thereof; to any Person
     shall mean and include the successors and permitted assigns of such Person;
     to "including" and "include" shall be understood to mean "including,
     without limitation." A Default or an Event of Default shall be deemed to
     exist at all times during the period commencing on the date that such
     Default or Event of Default occurs to the date on which such Default or
     Event of Default is waived in writing pursuant to this Agreement or, in the
     case of a Default, is cured within any period of cure expressly provided in
     this Agreement or the applicable Credit Document; and an Event of Default
     shall "continue" or be "continuing" until such Event of Default has been
     waived in writing by Agent. Any Lien referred to in this Agreement or any
     of the other Credit Documents as having been created in favor of Agent, any
     agreement entered into by Agent pursuant to this Agreement or any of the
     other Credit Documents, any payment made by or to or funds received by
     Agent pursuant to or as contemplated by any of the Credit Documents, or any
     other act taken or omitted to be taken by Agent shall, unless otherwise
     expressly provided, be created, entered into, made or received, or taken or
     omitted for its benefit and the benefit or account of the Lenders.

     2.   Guaranty.

          (a)    The Guarantor hereby unconditionally and irrevocably guarantees
     to the Agent, for the ratable benefit of the Lenders and their respective
     successors, indorsees, transferees and assigns, the prompt and complete
     payment and performance by the Borrowers when due and payable (whether at
     the stated maturity, by acceleration or otherwise) of all Obligations,
     including all Revolver Loans, LC Obligations, Banking Relationship Debt and
     all other loans, extensions of credit, liabilities and obligations of the
     Borrowers arising out of or relating to the Credit Documents to or held by
     Agent or any Lender (including any portion of any such debts, obligations
     or liabilities nominally held by Agent or any Lender on behalf of others
     who have participations or interests therein granted or created by Agent or
     any Lender), whether direct or indirect, absolute or contingent, secured or
     unsecured, due or to become due, joint or several, primary or secondary,
     liquidated or unliquidated, now existing or hereafter arising, whether
     created directly to or acquired by assignment or otherwise by Agent or any
     Lender, and whether either Borrower may be liable individually or jointly
     with others, and regardless of whether recovery upon any of such loans or
     extensions of credit or other debts, liabilities and obligations becomes
     barred by any statute of limitations, is void or voidable under any law
     relating to fraudulent obligations or otherwise or is or becomes invalid or
     unenforceable for any other reason. Without limiting the generality of the
     foregoing, the term "Obligations" as used herein shall include all debts,
     liabilities and obligations incurred by the Borrowers to Agent and Lenders
     in any bankruptcy of the Borrowers and any interest, fees or other charges
     accrued in any such bankruptcy whether or not recoverable from either
     Borrower or either Borrower's estate under 11 U.S.C. Section 506.

          (b)    Anything herein or in any other Credit Documents to the
     contrary notwithstanding, the maximum liability of the Guarantor hereunder
     and under the other Credit Documents shall in no event exceed the amount
     which can be guaranteed by such the

                                        2



     Guarantor under Applicable Law, including applicable federal and state laws
     relating to the insolvency of debtors.

          (c)    The Guarantor further agrees to pay any and all reasonable
     expenses (including all reasonable fees and disbursements of counsel) which
     may be paid or incurred by the Agent or any Lender in enforcing, or
     obtaining advice of counsel in respect of, any rights with respect to, or
     collecting, any or all of the Obligations and/or enforcing any rights with
     respect to, or collecting against, the Guarantor under this Guaranty. This
     Guaranty shall remain in full force and effect until all of the Obligations
     have been fully paid and discharged and the Revolver Commitments have been
     terminated. If for any reason a Borrower has no legal existence or is under
     no legal obligation to discharge any of the Obligations, or if any of the
     Obligations have become unrecoverable from a Borrower by reason of any
     Insolvency Proceeding or by other operation of law or for any other reason,
     this Guaranty shall nevertheless be binding on the Guarantor to the same
     extent as if the Guarantor had at all times been the principal obligor on
     all such Obligations. In the event that acceleration of the time for
     payment of any of the Obligations is stayed as a result of any Insolvency
     Proceeding or for any other reason, all such amounts otherwise subject to
     acceleration under the terms of any instrument or agreement evidencing or
     securing the payment of the Obligations or otherwise executed in connection
     therewith shall be immediately due and payable by the Guarantor.

          (d)    No payment or payments made by the Borrowers or any other
     Person or received or collected by the Agent or any Lender from the
     Borrowers or any other Person by virtue of any action or proceeding or any
     set-off or appropriation or application, at any time or from time to time,
     in reduction of or in payment of the Obligations shall be deemed to modify,
     reduce, release or otherwise affect the liability of the Guarantor
     hereunder which shall, notwithstanding any such payment or payments other
     than payments made by the Guarantor in respect of the Obligations or
     payments received or collected from the Guarantor in respect of the
     Obligations pursuant to this Guaranty, remain liable for the Obligations
     until payment in full of the Obligations and the termination of the
     Revolver Commitments.

          (e)    The Guarantor agrees that whenever, at any time, or from time
     to time, it shall make any payment to the Agent or any Lender on account of
     its liability hereunder, it will notify the Agent and such Lender in
     writing that such payment is made under this Guaranty for such purpose.

          (f)    If either Borrower should fail to pay any Obligations on the
     due date thereof (whether due on demand, at stated maturity, upon
     acceleration or otherwise), then, whether or not the maturity thereof has
     been accelerated or demand for payment thereof from the Borrowers or any
     other Obligor has been made, Agent and Lenders shall be entitled to enforce
     the obligations of the Guarantor hereunder. The Guarantor agrees to pay all
     expenses incurred by Agent and Lenders in connection with enforcement of
     Agent's and Lenders' rights under the Guaranty, including, but not limited
     to, court costs, collection charges and reasonable attorneys' fees and
     disbursements.

                                        3



     3.   Right of Set-off. Upon the occurrence and during the continuance of
any Event of Default, the Agent and each Lender is hereby irrevocably authorized
at any time and from time to time without notice to the Guarantor, any such
notice being expressly waived by the Guarantor to the extent permitted by
Applicable Law, to set off and appropriate and apply any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by the Agent or such Lender to or for the credit or the account of
the Guarantor, or any part thereof in such amounts as the Agent or such Lender
may elect, against or on account of the obligations and liabilities of the
Guarantor to the Agent or such Lender hereunder with respect to any amount then
due and payable under the Credit Agreement, whether or not the Agent or such
Lender has made any demand for payment and although such obligations and
liabilities may be contingent or unmatured. The Agent and each Lender, as the
case may be, shall notify the Guarantor promptly of any such set-off and the
application made by the Agent or such Lender, as the case may be, of the
proceeds thereof; provided that the failure to give such notice shall not affect
the validity of such set-off and application. The rights of the Agent and each
Lender under this paragraph are in addition to other rights and remedies
(including other rights of set-off) which the Agent or such Lender may have.

     4.   No Subrogation. Notwithstanding anything to the contrary in this
Guaranty, the Guarantor hereby irrevocably waives all rights which may have
arisen in connection with this Guaranty to be subrogated to any of the rights
(whether contractual, under the Bankruptcy Code, including Section 509 thereof,
under common law or otherwise) of the Agent or any Lender against the Borrowers
or against any collateral security or Guaranty or right of offset held by the
Agent or any Lender for the payment of the Obligations. The Guarantor hereby
further irrevocably waives all contractual, common law, statutory or other
rights of reimbursement, contribution, exoneration or indemnity (or any similar
right) from or against the Borrowers or any other Person which may have arisen
in connection with this Guaranty. So long as the Obligations remain outstanding,
and the Revolver Commitments have not been terminated, if any amount shall be
paid by or on behalf of the Borrowers to the Guarantor on account of any of the
rights waived in this paragraph, such amount shall be held by the Guarantor in
trust for the Agent and each Lender, segregated from other funds of the
Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to
the Agent in the exact form received by the Guarantor (duly indorsed by the
Guarantor to the Agent, if required), to be held as collateral security for the
Obligations (whether matured or unmatured), and/or then or at any time
thereafter may be applied against the Obligations then due and owing in such
order as the Agent may determine. The provisions of this paragraph shall survive
the termination of this Guaranty, the payment in full of the Obligations and the
termination of all the Revolver Commitments.

     5.   Amendments, etc. with respect to the Obligations; Waiver of Rights.
The Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against the Guarantor, and without notice to or further
assent by the Guarantor, any demand for payment of any of the Obligations made
by the Agent or any Lender may be rescinded by the Agent or such Lender, and any
of the Obligations continued, and the Obligations, or the liability of any other
party upon or

                                        4



for any part thereof, or any collateral security or guaranty therefor or right
of offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Agent or any Lender, and the Credit Agreement,
any Notes, and the other Credit Documents (other than this Guaranty) and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Agent (or the
Required Lenders, as the case may be) may deem advisable from time to time, and
any collateral security, guaranty or right of offset at any time held by the
Agent or any Lender for the payment of the Obligations may be sold, exchanged,
waived, surrendered or released. Neither the Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by it
as security for the Obligations or for this Guaranty or any property subject
thereto. When making any demand hereunder against the Guarantor, the Agent or
any Lender may, but shall be under no obligation to, make a similar demand on
the Borrowers or any Obligor, and any failure by the Agent or any Lender to make
any such demand or to collect any payments from the Borrowers or any such
Obligor or any release of the Borrowers or such Obligor shall not relieve the
Guarantor of its obligations or liabilities hereunder, and shall not impair or
affect the rights and remedies, express or implied, or as a matter of law, of
the Agent or any Lender against the Guarantor. For the purposes hereof "demand"
shall include the commencement and continuance of any legal proceedings.

     6.   Waiver of Rights to Terminate or Revoke. To the fullest extent
permitted by Applicable Law, the Guarantor waives any right that the Guarantor
may have to terminate or revoke this Guaranty. If and notwithstanding the
foregoing waiver, the Guarantor shall have any right under Applicable Law to
terminate or revoke this Guaranty, which right cannot be waived by the
Guarantor, the Guarantor agrees that, to the fullest extent permitted by
Applicable Law, such termination or revocation, specifically referring to this
Guaranty and signed by the Guarantor, shall not be effective until actually
received by an officer of Agent who is familiar with the Borrowers' account with
Agent and this Guaranty; but any such termination or revocation, to the fullest
extent permitted by Applicable Law, shall not affect the obligation of the
Guarantor or the Guarantor's successors or assigns with respect to any of the
Obligations owing to Agent and Lenders and existing at the time of the receipt
by Agent of such revocation or to arise out of or in connection with any
transactions theretofore entered into by Agent and Lenders with or for the
account of the Borrowers.

     7.   Guaranty Absolute and Unconditional. The Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Obligations
and notice of or proof of reliance by the Agent or any Lender upon this Guaranty
or acceptance of this Guaranty; the Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon this Guarantee; and all dealings
between the Borrowers or the Guarantor, on the one hand, and the Agent and the
Lenders, on the other, shall likewise be conclusively presumed to have been had
or consummated in reliance upon this Guaranty. To the fullest extent permitted
by Applicable Law, the Guarantor waives any and all notice of the amount of
Obligations of Borrowers to Lender from time to time, subject, however, to the
Guarantor's right to make inquiry of Lender to ascertain the amount of
Obligations at any reasonable time; notice of any adverse change in either
Borrower's financial condition or of any other fact which might increase the
Guarantor's risk; notice of presentment for payment, demand, protest and notice
thereof as to any

                                        5



instrument; notice of default or acceleration; all other notices and demands to
which the Guarantor might otherwise be entitled; any defense that a Borrower may
at any time assert based upon the statute of limitations, the statute of frauds,
failure of consideration, fraud, bankruptcy, lack of legal capacity, usury, or
accord and satisfaction; and any right to contest the commercial reasonableness
of the disposition of any or all collateral. This Guaranty is a primary,
immediate and original obligation of the Guarantor and is an absolute,
unconditional, continuing and irrevocable guaranty of payment of the Obligations
and not of their collectibility only, without regard to (a) the validity or
enforceability of the Credit Agreement, any Note, or any other Credit Document,
any of the Obligations or any other collateral security therefor or guaranty or
right of offset with respect thereto at any time or from time to time held by
the Agent or any Lender, (b) any defense, set-off or counterclaim (other than a
defense of payment or performance) which may at any time be available to or be
asserted by the Borrowers against the Agent or any Lender, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the Borrowers
or the Guarantor) (other than payment in full of the Obligations) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrowers for the Obligations, or of the Guarantor under this
Guaranty, in bankruptcy or in any other instance. This Guaranty shall be in
addition to any other present or future guaranty or other security for any of
the Obligations, shall not be prejudiced or unenforceable by the invalidity of
any such other guaranty or security and is not conditioned upon or subject to
the execution by any other Person of this Guaranty or any other guaranty or
suretyship agreement. When pursuing its rights and remedies hereunder against
the Guarantor, the Agent and any Lender may, but shall be under no obligation
to, pursue such rights and remedies as it may have against the Borrowers or any
other Person or against any collateral security or guaranty for the Obligations
or any right of offset with respect thereto, and any failure by the Agent or any
Lender to pursue such other rights or remedies or to collect any payments from
the Borrowers or any such other Person or to realize upon any such collateral
security or guaranty or to exercise any such right of offset, or any release of
the Borrowers or any such other Person or of any such collateral security,
guaranty or right of offset, shall not relieve the Guarantor of any liability
hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Agent or any Lender
against the Guarantor. Agent and Lenders shall be under no obligation to marshal
any assets in favor of the Guarantor or against or in payment of any of the
Obligations. This Guaranty shall remain in full force and effect and be binding
in accordance with and to the extent of its terms upon the Guarantor and its
successors and assigns thereof, and shall inure to the benefit of the Agent and
the Lenders, and their respective successors, indorsees, transferees and
assigns, until the payment in full of the Obligations (notwithstanding that from
time to time during the term of the Credit Agreement, the Borrowers may be free
from any Obligations) and the obligations of the Guarantor under this Guaranty
and the termination of all the Revolver Commitments, and, upon the occurrence of
all of which this Guaranty shall, subject to paragraph 8 hereof, terminate.

     8.   Reinstatement. This Guaranty shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Obligations is rescinded or must otherwise be restored or returned by
the Agent or any Lender upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Borrowers or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Borrowers or any

                                        6



substantial part of its property, or otherwise, all as though such payments had
not been made. The foregoing provisions of this paragraph shall survive any
termination or revocation of this Guaranty.

     9.   Payments. The Guarantor hereby agrees that the Obligations will be
paid to the Agent without set-off or counterclaim in Dollars at the office of
the Agent set forth beneath the Agent's signature to the Credit Agreement,
unless otherwise directed by written notice from Agent.

     10.  Representations and Warranties. The Guarantor represents and warrants
to the Agent and the Lenders that:

          (a)    the Guarantor is a limited liability company duly formed,
     validly existing and in good standing under the laws of the jurisdiction of
     its formation and has the limited liability company power and authority to
     own and operate its property, to lease the property it operates and to
     conduct the business in which it is currently engaged;

          (b)    the Guarantor has the limited liability company power and
     authority to make, deliver and perform its obligations under this Guaranty
     and has taken all necessary limited liability company action to authorize
     its execution, delivery and performance of this Guaranty and the other
     Credit Documents to which it is a party;

          (c)    each of this Guaranty and the other Credit Documents to which
     it is a party has been duly executed and delivered on behalf of the
     Guarantor and constitutes a legal, valid and binding obligation of the
     Guarantor enforceable against the Guarantor in accordance with its terms,
     except as enforceability may be limited by applicable bankruptcy,
     insolvency, reorganization, moratorium and similar laws affecting the
     enforcement of creditors' rights generally and by general equitable
     principles (whether enforcement is sought by proceedings in equity or at
     law);

          (d)    the execution, delivery and performance of this Guaranty and
     the other Credit Documents to which it is a party will not violate any
     Applicable Law or contractual obligation of the Guarantor in any respect
     that would reasonably be expected to have a Material Adverse Effect and
     will not result in, or require, the creation or imposition of any Lien on
     any of the properties or revenues of the Guarantor pursuant to any such
     Applicable Law or contractual obligation (other than pursuant to any Credit
     Document);

          (e)    as of the date of this Guaranty, the fair saleable value of the
     Guarantor's assets exceeds its liabilities, and the Guarantor is meeting
     current liabilities as they mature;

          (f)    as of the date of this Guaranty, there are not pending any
     material court or administrative proceedings or undischarged judgments
     against the Guarantor and, as of the date of this Guaranty, to the
     Guarantor's knowledge no federal or state tax liens have been filed or
     threatened against the Guarantor nor is the Guarantor in default or, to the
     Guarantor's knowledge, claimed default under any agreement for borrowed
     money; and

                                        7



          (g)    no consent or authorization of, filing with, or other act by or
     in respect of, any Governmental Authority or any other Person is required
     in connection with the execution, delivery, performance, validity or
     enforceability of this Guaranty and the other Credit Documents to which the
     Guarantor is a party;

the Guarantor agrees that the foregoing representations and warranties shall be
deemed to have been made by the Guarantor on the date of each Revolver Loan to
the Borrowers under the Credit Agreement as though made hereunder on and as of
such date (or, if any such representation or warranty is expressly stated to
have been made as of a specific date, as of such specific date).

     11.  Covenants. The Guarantor hereby covenants and agrees with the Agent
and the Lenders that, from and after the date of this Guaranty until payment in
full of the Obligations and the termination of all the Revolver Commitments the
Guarantor shall not, and shall not permit any of its Subsidiaries to, take any
action or fail to take any action, as the case may be, if such action or failure
would result in a violation of any of the covenants of the Borrowers contained
in the Credit Agreement.

     12.  Further Assurances. The Guarantor hereby covenants and agrees with the
Agent and the Lenders that, from and after the date of this Guaranty until the
payment in full of the Obligations (except for contingent obligations of any
Obligor under indemnifications that survive termination of the Revolver
Commitments) and the termination of all the Revolver Commitments, at any time
and from time to time, upon the written request of the Agent, and at the sole
expense of the Guarantor, the Guarantor will promptly and duly execute and
deliver such further instruments and documents and take such further actions as
the Agent may reasonably request for the purposes of obtaining or preserving the
full benefits of this Guaranty and of the rights and powers herein granted.

     13.  Authority of Agent. The Guarantor acknowledges that the rights and
responsibilities of the Agent under this Guaranty with respect to any action
taken by the Agent or the exercise or non-exercise by the Agent of any option,
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Guaranty shall, as among the Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Agent and the Guarantor, the Agent shall be conclusively presumed to be acting
as agent for the Lenders with full and valid authority so to act or refrain from
acting, and the Guarantor shall not be under any obligation to make any inquiry
respecting such authority.

     14.  Notices. All notices, requests and demands under this Guaranty shall
be given in accordance with Section 15.9 of the Credit Agreement and, in the
case of the Guarantor, its address or transmission number for notices shall be
as set forth under its signature below. The Agent each Lender and the Guarantor
may change its address and transmission numbers for notices by notice in the
manner provided in Section 15.9 of the Credit Agreement.

                                        8



     15.  Counterparts. This Guaranty may be executed on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the counterparts of this
Guaranty shall be lodged with the Agent.

     16.  Severability. Any provision of this Guaranty which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     17.  Integration. This Guaranty represents the entire agreement of the
Guarantor and the Agent with respect to the subject matter hereof and there are
no promises or representations by the Guarantor, the Agent or any Lender
relative to the subject matter hereof not reflected or referred to herein.

     18.  Amendments in Writing; No Waiver; Cumulative Remedies.

          (a)    None of the terms or provisions of this Guaranty may be waived,
     amended, supplemented or otherwise modified except by a written instrument
     executed by the Guarantor and the Agent.

          (b)    Neither the Agent nor any Lender shall by any act (except by a
     written instrument pursuant to paragraph 18(a) hereof), delay, indulgence,
     omission or otherwise be deemed to have waived any right or remedy
     hereunder or to have acquiesced in any Default or Event of Default or in
     any breach of any of the terms and conditions hereof. No failure to
     exercise, nor any delay in exercising, on the part of the Agent or any
     Lender, any right, power or privilege hereunder shall operate as a waiver
     thereof. No single or partial exercise of any right, power or privilege
     hereunder shall preclude any other or further exercise thereof or the
     exercise of any other right, power or privilege. A waiver by the Agent or
     any Lender of any right or remedy hereunder on any one occasion shall not
     be construed as a bar to any right or remedy which the Agent or such Lender
     would otherwise have on any future occasion.

          (c)    The rights and remedies herein provided are cumulative, may be
     exercised singly or concurrently and are not exclusive of any other rights
     or remedies provided by law. To the extent permitted by Applicable Law,
     Agent and Lenders shall have the right to seek recourse against the
     Guarantor to the full extent provided for herein and in any other document
     or instrument evidencing the obligations of the Guarantor to Agent and
     Lenders, and against the Borrowers to the full extent provided for in any
     of the Credit Documents. No election to proceed in one form of action or
     proceeding, or against any party, or on any obligation, shall constitute a
     waiver of Agent's or any Lender's right to proceed in any other form of
     action or proceeding against other parties unless Agent has expressly
     waived such right in writing. Specifically, but without limiting the
     generality of the foregoing, no action or proceeding by Agent or any Lender
     against the Borrowers or any other Obligor under any

                                        9



     Credit Document shall serve to diminish the liability of the Guarantor
     except to the extent Agent or Lenders realized payment or performance by
     such action or proceeding.

     19.  Section Headings. The section headings used in this Guaranty are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

     20.  Submission To Jurisdiction; Waivers. Each party hereto hereby
irrevocably and unconditionally:

          (a)    submits for itself and its property in any legal action or
     proceeding relating to this Guaranty and the other Credit Documents to
     which it is a party, or for recognition and enforcement of any judgement in
     respect thereof, to the non-exclusive general jurisdiction of the Courts of
     the State of New York, the courts of the United States of America for the
     Southern District of New York, and appellate courts from any thereof;

          (b)    consents that any such action or proceeding may be brought in
     such courts and waives any objection that it may now or hereafter have to
     the venue of any such action or proceeding in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (c)    agrees that service of process in any such action or proceeding
     may be effected by mailing a copy thereof by registered or certified mail
     (or any substantially similar form of mail), postage prepaid, to the
     Guarantor, the applicable Lender or the Agent, as the case may be, at the
     address referred to in paragraph 14 or at such other address of which the
     Agent shall have been notified pursuant thereto;

          (d)    agrees that nothing herein shall affect the right to effect
     service of process in any other manner permitted by law or shall limit the
     right to sue in any other jurisdiction; and

          (e)    waives, to the maximum extent not prohibited by law, any right
     it may have to claim or recover in any legal action or proceeding referred
     to in this paragraph any punitive damages.

     21.  WAIVERS OF JURY TRIAL. THE GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR THE NOTES OR ANY OTHER CREDIT DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

     22.  Acknowledgments. The Guarantor hereby acknowledges that:

          (a)    it has been advised by counsel in the negotiation, execution
     and delivery of this Guaranty and the other Credit Documents to which it is
     a party;

                                       10



          (b)    none of the Agent nor any Lender has any fiduciary relationship
     with or duty to the Guarantor arising out of or in connection with this
     Guaranty or any of the other Credit Documents, and the relationship between
     the Agent and Lenders, on one hand, and the Borrowers and the Guarantor, on
     the other hand, in connection herewith or therewith is solely that of
     debtor and creditor; and

          (c)    no joint venture is created hereby or by the other Credit
     Documents or otherwise exists by virtue of the transactions contemplated
     hereby among the Lenders or among the Borrowers, the Guarantor and the
     Lenders.

     23.  Successors and Assigns. This Guaranty shall be binding upon the
respective successors and assigns of the Guarantor, the Agent and the Lenders,
and shall inure to the benefit of the Agent and the Lenders and their respective
successors and assigns.

     24.  GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW); PROVIDED, HOWEVER, THAT IF ANY COLLATERAL SHALL BE
LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE LAWS OF SUCH JURISDICTION
SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF AGENT'S LIEN
UPON COLLATERAL AND THE ENFORCEMENT OF AGENT'S OTHER REMEDIES OF COLLATERAL TO
THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT
WITH THE LAWS OF THE STATE OF NEW YORK. NOTWITHSTANDING THE FOREGOING PROVISION
FOR THE NOTICE AND SALE OF COLLATERAL UNDER THE LAW OF THE SITUS, IT IS THE
PARTIES' INTENTION THAT NEW YORK LAW CONTROL THE OBLIGATIONS OF GUARANTOR UNDER
THE CREDIT DOCUMENTS AND THE ENFORCEMENT OF THE SAME SUCH THAT, FOR EXAMPLE,
GUARANTOR AGREES AND ACKNOWLEDGES THAT PURSUANT TO NEW YORK LAW GUARANTOR SHALL
BE LIABLE FOR A DEFICIENCY JUDGMENT NOTWITHSTANDING THE SALE OF REAL PROPERTY
COLLATERAL UNDER A POWER OF SALE AND FURTHER THAT LENDERS OR AGENT MAY, AT THEIR
ELECTION, SEEK A MONEY JUDGMENT UNDER THE CREDIT DOCUMENTS WITHOUT FIRST
EXHAUSTING ALL COLLATERAL SECURING THE OBLIGATIONS THEREUNDER.

                                       11



     IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly
executed and delivered by its duly authorized officer as of the day and year
first above written.

                               RA BRANDS, L.L.C.

                               By: /s/ Thomas Millner
                                  ----------------------------------------
                               Name: Thomas Millner
                                    --------------------------------------
                               Title: President
                                     -------------------------------------

                                        Address for Notices:

                                        RA BRANDS, L.L.C.
                                        870 Remington Drive Madison, N.C. 27025
                                        Attention: Mark Little, Vice President
                                        Telecopy: (336) 548-7779

                                       12




                               ACKNOWLEDGED AND AGREED AS OF THE
                               DATE HEREOF BY:

                               WACHOVIA BANK, NATIONAL ASSOCIATION,
                               as Agent

                               By: /s/ Brian R. O'Fallon
                                  ----------------------------------------
                               Name: Brian R. O'Fallon
                                    --------------------------------------
                               Title: Director
                                     -------------------------------------

                                       13

EX-10.28

                                                                   EXHIBIT 10.28

                               SUBSIDIARY GUARANTY

     THIS SUBSIDIARY GUARANTY (as at any time amended, this "Guaranty"), dated
January 24, 2003, is made by RBC HOLDING, INC., a Delaware corporation (the
"Guarantor") in favor of WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association with an office at 301 South College Street, 6th Floor, Charlotte,
North Carolina 28288, in its capacity as administrative and collateral agent
(together with its successors in such capacities, the "Agent") for various
financial institutions ("Lenders") from time to time parties to the Credit
Agreement dated January 24, 2003 (as the same may be amended, supplemented,
waived or otherwise modified from time to time, the "Credit Agreement"), among
Remington Arms Company, Inc. and RA Factors, Inc. (each a "Borrower" and
collectively, the "Borrowers"), the Agent, Fleet Capital Corporation, in its
capacity as syndication agent, National City Commercial Finance, Inc., in its
capacity as documentation agent, and the Lenders.

                              W I T N E S S E T H :

     WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make
Revolver Loans and provide other financial accommodations to the Borrowers upon
the terms and subject to the conditions set forth therein; and

     WHEREAS, a condition to any extension of any credit by Agent and Lenders to
the Borrowers under the terms of the Credit Agreement is the execution and
delivery of this Guaranty by the Guarantor.

     WHEREAS, to induce Agent and Lenders to extend credit to Borrowers under
the Credit Agreement in accordance with the terms thereof, the Guarantor has
agreed to execute and deliver this Guaranty.

     NOW, THEREFORE, in consideration of the premises and to induce the Agent
and the Lenders to make Revolver Loans and provide other financial
accommodations to the Borrowers under the Credit Agreement, the Guarantor hereby
agrees with the Agent, for the ratable benefit of the Lenders, as follows:

     1.   Defined Terms.

          (a)    Unless otherwise defined herein, capitalized terms defined in
     the Credit Agreement are used herein as defined therein.

          (b)    The terms "herein," "hereof" and "hereunder" and other words of
     similar import when used in this Guaranty shall refer to this Guaranty as a
     whole and not to any particular section, paragraph or subdivision. Any
     pronoun used shall be deemed to cover all genders. All references to
     statutes and related regulations shall include any amendments of



     same and any successor statutes and regulations; any of the Credit
     Documents shall include any and all amendment or modifications thereto and
     any and all restatements, extensions or renewals thereof; to any Person
     shall mean and include the successors and permitted assigns of such Person;
     to "including" and "include" shall be understood to mean "including,
     without limitation." A Default or an Event of Default shall be deemed to
     exist at all times during the period commencing on the date that such
     Default or Event of Default occurs to the date on which such Default or
     Event of Default is waived in writing pursuant to this Agreement or, in the
     case of a Default, is cured within any period of cure expressly provided in
     this Agreement or the applicable Credit Document; and an Event of Default
     shall "continue" or be "continuing" until such Event of Default has been
     waived in writing by Agent. Any Lien referred to in this Agreement or any
     of the other Credit Documents as having been created in favor of Agent, any
     agreement entered into by Agent pursuant to this Agreement or any of the
     other Credit Documents, any payment made by or to or funds received by
     Agent pursuant to or as contemplated by any of the Credit Documents, or any
     other act taken or omitted to be taken by Agent shall, unless otherwise
     expressly provided, be created, entered into, made or received, or taken or
     omitted for its benefit and the benefit or account of the Lenders.

     2.   Guaranty.

          (a)    The Guarantor hereby unconditionally and irrevocably guarantees
     to the Agent, for the ratable benefit of the Lenders and their respective
     successors, indorsees, transferees and assigns, the prompt and complete
     payment and performance by the Borrowers when due and payable (whether at
     the stated maturity, by acceleration or otherwise) of all Obligations,
     including all Revolver Loans, LC Obligations, Banking Relationship Debt and
     all other loans, extensions of credit, liabilities and obligations of the
     Borrowers arising out of or relating to the Credit Documents to or held by
     Agent or any Lender (including any portion of any such debts, obligations
     or liabilities nominally held by Agent or any Lender on behalf of others
     who have participations or interests therein granted or created by Agent or
     any Lender), whether direct or indirect, absolute or contingent, secured or
     unsecured, due or to become due, joint or several, primary or secondary,
     liquidated or unliquidated, now existing or hereafter arising, whether
     created directly to or acquired by assignment or otherwise by Agent or any
     Lender, and whether either Borrower may be liable individually or jointly
     with others, and regardless of whether recovery upon any of such loans or
     extensions of credit or other debts, liabilities and obligations becomes
     barred by any statute of limitations, is void or voidable under any law
     relating to fraudulent obligations or otherwise or is or becomes invalid or
     unenforceable for any other reason. Without limiting the generality of the
     foregoing, the term "Obligations" as used herein shall include all debts,
     liabilities and obligations incurred by the Borrowers to Agent and Lenders
     in any bankruptcy of the Borrowers and any interest, fees or other charges
     accrued in any such bankruptcy whether or not recoverable from either
     Borrower or either Borrower's estate under 11 U.S.C. Section 506.

          (b)    Anything herein or in any other Credit Documents to the
     contrary notwithstanding, the maximum liability of the Guarantor hereunder
     and under the other Credit Documents shall in no event exceed the amount
     which can be guaranteed by such the

                                        2



     Guarantor under Applicable Law, including applicable federal and state laws
     relating to the insolvency of debtors.

          (c)    The Guarantor further agrees to pay any and all reasonable
     expenses (including all reasonable fees and disbursements of counsel) which
     may be paid or incurred by the Agent or any Lender in enforcing, or
     obtaining advice of counsel in respect of, any rights with respect to, or
     collecting, any or all of the Obligations and/or enforcing any rights with
     respect to, or collecting against, the Guarantor under this Guaranty. This
     Guaranty shall remain in full force and effect until all of the Obligations
     have been fully paid and discharged and the Revolver Commitments have been
     terminated. If for any reason a Borrower has no legal existence or is under
     no legal obligation to discharge any of the Obligations, or if any of the
     Obligations have become unrecoverable from a Borrower by reason of any
     Insolvency Proceeding or by other operation of law or for any other reason,
     this Guaranty shall nevertheless be binding on the Guarantor to the same
     extent as if the Guarantor had at all times been the principal obligor on
     all such Obligations. In the event that acceleration of the time for
     payment of any of the Obligations is stayed as a result of any Insolvency
     Proceeding or for any other reason, all such amounts otherwise subject to
     acceleration under the terms of any instrument or agreement evidencing or
     securing the payment of the Obligations or otherwise executed in connection
     therewith shall be immediately due and payable by the Guarantor.

          (d)    No payment or payments made by the Borrowers or any other
     Person or received or collected by the Agent or any Lender from the
     Borrowers or any other Person by virtue of any action or proceeding or any
     set-off or appropriation or application, at any time or from time to time,
     in reduction of or in payment of the Obligations shall be deemed to modify,
     reduce, release or otherwise affect the liability of the Guarantor
     hereunder which shall, notwithstanding any such payment or payments other
     than payments made by the Guarantor in respect of the Obligations or
     payments received or collected from the Guarantor in respect of the
     Obligations pursuant to this Guaranty, remain liable for the Obligations
     until payment in full of the Obligations and the termination of the
     Revolver Commitments.

          (e)    The Guarantor agrees that whenever, at any time, or from time
     to time, it shall make any payment to the Agent or any Lender on account of
     its liability hereunder, it will notify the Agent and such Lender in
     writing that such payment is made under this Guaranty for such purpose.

          (f)    If either Borrower should fail to pay any Obligations on the
     due date thereof (whether due on demand, at stated maturity, upon
     acceleration or otherwise), then, whether or not the maturity thereof has
     been accelerated or demand for payment thereof from the Borrowers or any
     other Obligor has been made, Agent and Lenders shall be entitled to enforce
     the obligations of the Guarantor hereunder. The Guarantor agrees to pay all
     expenses incurred by Agent and Lenders in connection with enforcement of
     Agent's and Lenders' rights under the Guaranty, including, but not limited
     to, court costs, collection charges and reasonable attorneys' fees and
     disbursements.

                                        3



     3.   Right of Set-off. Upon the occurrence and during the continuance of
any Event of Default, the Agent and each Lender is hereby irrevocably authorized
at any time and from time to time without notice to the Guarantor, any such
notice being expressly waived by the Guarantor to the extent permitted by
Applicable Law, to set off and appropriate and apply any and all deposits
(general or special, time or demand, provisional or final), in any currency, and
any other credits, indebtedness or claims, in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held or owing by the Agent or such Lender to or for the credit or the account of
the Guarantor, or any part thereof in such amounts as the Agent or such Lender
may elect, against or on account of the obligations and liabilities of the
Guarantor to the Agent or such Lender hereunder with respect to any amount then
due and payable under the Credit Agreement, whether or not the Agent or such
Lender has made any demand for payment and although such obligations and
liabilities may be contingent or unmatured. The Agent and each Lender, as the
case may be, shall notify the Guarantor promptly of any such set-off and the
application made by the Agent or such Lender, as the case may be, of the
proceeds thereof; provided that the failure to give such notice shall not affect
the validity of such set-off and application. The rights of the Agent and each
Lender under this paragraph are in addition to other rights and remedies
(including other rights of set-off) which the Agent or such Lender may have.

     4.   No Subrogation. Notwithstanding anything to the contrary in this
Guaranty, the Guarantor hereby irrevocably waives all rights which may have
arisen in connection with this Guaranty to be subrogated to any of the rights
(whether contractual, under the Bankruptcy Code, including Section 509 thereof,
under common law or otherwise) of the Agent or any Lender against the Borrowers
or against any collateral security or Guaranty or right of offset held by the
Agent or any Lender for the payment of the Obligations. The Guarantor hereby
further irrevocably waives all contractual, common law, statutory or other
rights of reimbursement, contribution, exoneration or indemnity (or any similar
right) from or against the Borrowers or any other Person which may have arisen
in connection with this Guaranty. So long as the Obligations remain outstanding,
and the Revolver Commitments have not been terminated, if any amount shall be
paid by or on behalf of the Borrowers to the Guarantor on account of any of the
rights waived in this paragraph, such amount shall be held by the Guarantor in
trust for the Agent and each Lender, segregated from other funds of the
Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to
the Agent in the exact form received by the Guarantor (duly indorsed by the
Guarantor to the Agent, if required), to be held as collateral security for the
Obligations (whether matured or unmatured), and/or then or at any time
thereafter may be applied against the Obligations then due and owing in such
order as the Agent may determine. The provisions of this paragraph shall survive
the termination of this Guaranty, the payment in full of the Obligations and the
termination of all the Revolver Commitments.

     5.   Amendments, etc. with respect to the Obligations; Waiver of Rights.
The Guarantor shall remain obligated hereunder notwithstanding that, without any
reservation of rights against the Guarantor, and without notice to or further
assent by the Guarantor, any demand for payment of any of the Obligations made
by the Agent or any Lender may be rescinded by the Agent or such Lender, and any
of the Obligations continued, and the Obligations, or the liability of any other
party upon or

                                        4



for any part thereof, or any collateral security or guaranty therefor or right
of offset with respect thereto, may, from time to time, in whole or in part, be
renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Agent or any Lender, and the Credit Agreement,
any Notes, and the other Credit Documents (other than this Guaranty) and any
other documents executed and delivered in connection therewith may be amended,
modified, supplemented or terminated, in whole or in part, as the Agent (or the
Required Lenders, as the case may be) may deem advisable from time to time, and
any collateral security, guaranty or right of offset at any time held by the
Agent or any Lender for the payment of the Obligations may be sold, exchanged,
waived, surrendered or released. Neither the Agent nor any Lender shall have any
obligation to protect, secure, perfect or insure any Lien at any time held by it
as security for the Obligations or for this Guaranty or any property subject
thereto. When making any demand hereunder against the Guarantor, the Agent or
any Lender may, but shall be under no obligation to, make a similar demand on
the Borrowers or any Obligor, and any failure by the Agent or any Lender to make
any such demand or to collect any payments from the Borrowers or any such
Obligor or any release of the Borrowers or such Obligor shall not relieve the
Guarantor of its obligations or liabilities hereunder, and shall not impair or
affect the rights and remedies, express or implied, or as a matter of law, of
the Agent or any Lender against the Guarantor. For the purposes hereof "demand"
shall include the commencement and continuance of any legal proceedings.

     6.   Waiver of Rights to Terminate or Revoke. To the fullest extent
permitted by Applicable Law, the Guarantor waives any right that the Guarantor
may have to terminate or revoke this Guaranty. If and notwithstanding the
foregoing waiver, the Guarantor shall have any right under Applicable Law to
terminate or revoke this Guaranty, which right cannot be waived by the
Guarantor, the Guarantor agrees that, to the fullest extent permitted by
Applicable Law, such termination or revocation, specifically referring to this
Guaranty and signed by the Guarantor, shall not be effective until actually
received by an officer of Agent who is familiar with the Borrowers' account with
Agent and this Guaranty; but any such termination or revocation, to the fullest
extent permitted by Applicable Law, shall not affect the obligation of the
Guarantor or the Guarantor's successors or assigns with respect to any of the
Obligations owing to Agent and Lenders and existing at the time of the receipt
by Agent of such revocation or to arise out of or in connection with any
transactions theretofore entered into by Agent and Lenders with or for the
account of the Borrowers.

     7.   Guaranty Absolute and Unconditional. The Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Obligations
and notice of or proof of reliance by the Agent or any Lender upon this Guaranty
or acceptance of this Guaranty; the Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon this Guarantee; and all dealings
between the Borrowers or the Guarantor, on the one hand, and the Agent and the
Lenders, on the other, shall likewise be conclusively presumed to have been had
or consummated in reliance upon this Guaranty. To the fullest extent permitted
by Applicable Law, the Guarantor waives any and all notice of the amount of
Obligations of Borrowers to Lender from time to time, subject, however, to the
Guarantor's right to make inquiry of Lender to ascertain the amount of
Obligations at any reasonable time; notice of any adverse change in either
Borrower's financial condition or of any other fact which might increase the
Guarantor's risk; notice of presentment for payment, demand, protest and notice
thereof as to any

                                        5



instrument; notice of default or acceleration; all other notices and demands to
which the Guarantor might otherwise be entitled; any defense that a Borrower may
at any time assert based upon the statute of limitations, the statute of frauds,
failure of consideration, fraud, bankruptcy, lack of legal capacity, usury, or
accord and satisfaction; and any right to contest the commercial reasonableness
of the disposition of any or all collateral. This Guaranty is a primary,
immediate and original obligation of the Guarantor and is an absolute,
unconditional, continuing and irrevocable guaranty of payment of the Obligations
and not of their collectibility only, without regard to (a) the validity or
enforceability of the Credit Agreement, any Note, or any other Credit Document,
any of the Obligations or any other collateral security therefor or guaranty or
right of offset with respect thereto at any time or from time to time held by
the Agent or any Lender, (b) any defense, set-off or counterclaim (other than a
defense of payment or performance) which may at any time be available to or be
asserted by the Borrowers against the Agent or any Lender, or (c) any other
circumstance whatsoever (with or without notice to or knowledge of the Borrowers
or the Guarantor) (other than payment in full of the Obligations) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrowers for the Obligations, or of the Guarantor under this
Guaranty, in bankruptcy or in any other instance. This Guaranty shall be in
addition to any other present or future guaranty or other security for any of
the Obligations, shall not be prejudiced or unenforceable by the invalidity of
any such other guaranty or security and is not conditioned upon or subject to
the execution by any other Person of this Guaranty or any other guaranty or
suretyship agreement. When pursuing its rights and remedies hereunder against
the Guarantor, the Agent and any Lender may, but shall be under no obligation
to, pursue such rights and remedies as it may have against the Borrowers or any
other Person or against any collateral security or guaranty for the Obligations
or any right of offset with respect thereto, and any failure by the Agent or any
Lender to pursue such other rights or remedies or to collect any payments from
the Borrowers or any such other Person or to realize upon any such collateral
security or guaranty or to exercise any such right of offset, or any release of
the Borrowers or any such other Person or of any such collateral security,
guaranty or right of offset, shall not relieve the Guarantor of any liability
hereunder, and shall not impair or affect the rights and remedies, whether
express, implied or available as a matter of law, of the Agent or any Lender
against the Guarantor. Agent and Lenders shall be under no obligation to marshal
any assets in favor of the Guarantor or against or in payment of any of the
Obligations. This Guaranty shall remain in full force and effect and be binding
in accordance with and to the extent of its terms upon the Guarantor and its
successors and assigns thereof, and shall inure to the benefit of the Agent and
the Lenders, and their respective successors, indorsees, transferees and
assigns, until the payment in full of the Obligations (notwithstanding that from
time to time during the term of the Credit Agreement, the Borrowers may be free
from any Obligations) and the obligations of the Guarantor under this Guaranty
and the termination of all the Revolver Commitments, and, upon the occurrence of
all of which this Guaranty shall, subject to paragraph 8 hereof, terminate.

     8.   Reinstatement. This Guaranty shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Obligations is rescinded or must otherwise be restored or returned by
the Agent or any Lender upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Borrowers or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Borrowers or any

                                        6



substantial part of its property, or otherwise, all as though such payments had
not been made. The foregoing provisions of this paragraph shall survive any
termination or revocation of this Guaranty.

     9.   Payments. The Guarantor hereby agrees that the Obligations will be
paid to the Agent without set-off or counterclaim in Dollars at the office of
the Agent set forth beneath the Agent's signature to the Credit Agreement,
unless otherwise directed by written notice from Agent.

     10.  Representations and Warranties. The Guarantor represents and warrants
to the Agent and the Lenders that:

          (a)    the Guarantor is a corporation duly formed, validly existing
     and in good standing under the laws of the jurisdiction of its formation
     and has the corporate power and authority to own and operate its property,
     to lease the property it operates and to conduct the business in which it
     is currently engaged;

          (b)    the Guarantor has the corporate power and authority to make,
     deliver and perform its obligations under this Guaranty and has taken all
     necessary corporate action to authorize its execution, delivery and
     performance of this Guaranty and the other Credit Documents to which it is
     a party;

          (c)    each of this Guaranty and the other Credit Documents to which
     it is a party has been duly executed and delivered on behalf of the
     Guarantor and constitutes a legal, valid and binding obligation of the
     Guarantor enforceable against the Guarantor in accordance with its terms,
     except as enforceability may be limited by applicable bankruptcy,
     insolvency, reorganization, moratorium and similar laws affecting the
     enforcement of creditors' rights generally and by general equitable
     principles (whether enforcement is sought by proceedings in equity or at
     law);

          (d)    the execution, delivery and performance of this Guaranty and
     the other Credit Documents to which it is a party will not violate any
     Applicable Law or contractual obligation of the Guarantor in any respect
     that would reasonably be expected to have a Material Adverse Effect and
     will not result in, or require, the creation or imposition of any Lien on
     any of the properties or revenues of the Guarantor pursuant to any such
     Applicable Law or contractual obligation (other than pursuant to any Credit
     Document);

          (e)    as of the date of this Guaranty, the fair saleable value of the
     Guarantor's assets exceeds its liabilities, and the Guarantor is meeting
     current liabilities as they mature;

          (f)    as of the date of this Guaranty, there are not pending any
     material court or administrative proceedings or undischarged judgments
     against the Guarantor and, as of the date of this Guaranty, to the
     Guarantor's knowledge no federal or state tax liens have been filed or
     threatened against the Guarantor nor is the Guarantor in default or, to the
     Guarantor's knowledge, claimed default under any agreement for borrowed
     money; and

                                        7



          (g)    no consent or authorization of, filing with, or other act by or
     in respect of, any Governmental Authority or any other Person is required
     in connection with the execution, delivery, performance, validity or
     enforceability of this Guaranty and the other Credit Documents to which the
     Guarantor is a party;

the Guarantor agrees that the foregoing representations and warranties shall be
deemed to have been made by the Guarantor on the date of each Revolver Loan to
the Borrowers under the Credit Agreement as though made hereunder on and as of
such date (or, if any such representation or warranty is expressly stated to
have been made as of a specific date, as of such specific date).

     11.  Covenants. The Guarantor hereby covenants and agrees with the Agent
and the Lenders that, from and after the date of this Guaranty until payment in
full of the Obligations and the termination of all the Revolver Commitments the
Guarantor shall not, and shall not permit any of its Subsidiaries to, take any
action or fail to take any action, as the case may be, if such action or failure
would result in a violation of any of the covenants of the Borrowers contained
in the Credit Agreement.

     12.  Further Assurances. The Guarantor hereby covenants and agrees with the
Agent and the Lenders that, from and after the date of this Guaranty until the
payment in full of the Obligations (except for contingent obligations of any
Obligor under indemnifications that survive termination of the Revolver
Commitments) and the termination of all the Revolver Commitments, at any time
and from time to time, upon the written request of the Agent, and at the sole
expense of the Guarantor, the Guarantor will promptly and duly execute and
deliver such further instruments and documents and take such further actions as
the Agent may reasonably request for the purposes of obtaining or preserving the
full benefits of this Guaranty and of the rights and powers herein granted.

     13.  Authority of Agent. The Guarantor acknowledges that the rights and
responsibilities of the Agent under this Guaranty with respect to any action
taken by the Agent or the exercise or non-exercise by the Agent of any option,
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Guaranty shall, as among the Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Agent and the Guarantor, the Agent shall be conclusively presumed to be acting
as agent for the Lenders with full and valid authority so to act or refrain from
acting, and the Guarantor shall not be under any obligation to make any inquiry
respecting such authority.

     14.  Notices. All notices, requests and demands under this Guaranty shall
be given in accordance with Section 15.9 of the Credit Agreement and, in the
case of the Guarantor, its address or transmission number for notices shall be
as set forth under its signature below. The Agent each Lender and the Guarantor
may change its address and transmission numbers for notices by notice in the
manner provided in Section 15.9 of the Credit Agreement.

                                        8



     15.  Counterparts. This Guaranty may be executed on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. A set of the counterparts of this
Guaranty shall be lodged with the Agent.

     16.  Severability. Any provision of this Guaranty which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     17.  Integration. This Guaranty represents the entire agreement of the
Guarantor and the Agent with respect to the subject matter hereof and there are
no promises or representations by the Guarantor, the Agent or any Lender
relative to the subject matter hereof not reflected or referred to herein.

     18.  Amendments in Writing; No Waiver; Cumulative Remedies.

          (a)    None of the terms or provisions of this Guaranty may be waived,
     amended, supplemented or otherwise modified except by a written instrument
     executed by the Guarantor and the Agent.

          (b)    Neither the Agent nor any Lender shall by any act (except by a
     written instrument pursuant to paragraph 18(a) hereof), delay, indulgence,
     omission or otherwise be deemed to have waived any right or remedy
     hereunder or to have acquiesced in any Default or Event of Default or in
     any breach of any of the terms and conditions hereof. No failure to
     exercise, nor any delay in exercising, on the part of the Agent or any
     Lender, any right, power or privilege hereunder shall operate as a waiver
     thereof. No single or partial exercise of any right, power or privilege
     hereunder shall preclude any other or further exercise thereof or the
     exercise of any other right, power or privilege. A waiver by the Agent or
     any Lender of any right or remedy hereunder on any one occasion shall not
     be construed as a bar to any right or remedy which the Agent or such Lender
     would otherwise have on any future occasion.

          (c)    The rights and remedies herein provided are cumulative, may be
     exercised singly or concurrently and are not exclusive of any other rights
     or remedies provided by law. To the extent permitted by Applicable Law,
     Agent and Lenders shall have the right to seek recourse against the
     Guarantor to the full extent provided for herein and in any other document
     or instrument evidencing the obligations of the Guarantor to Agent and
     Lenders, and against the Borrowers to the full extent provided for in any
     of the Credit Documents. No election to proceed in one form of action or
     proceeding, or against any party, or on any obligation, shall constitute a
     waiver of Agent's or any Lender's right to proceed in any other form of
     action or proceeding against other parties unless Agent has expressly
     waived such right in writing. Specifically, but without limiting the
     generality of the foregoing, no action or proceeding by Agent or any Lender
     against the Borrowers or any other Obligor under any

                                        9



     Credit Document shall serve to diminish the liability of the Guarantor
     except to the extent Agent or Lenders realized payment or performance by
     such action or proceeding.

     19.  Section Headings. The section headings used in this Guaranty are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

     20.  Submission To Jurisdiction; Waivers. Each party hereto hereby
irrevocably and unconditionally:

          (a)    submits for itself and its property in any legal action or
     proceeding relating to this Guaranty and the other Credit Documents to
     which it is a party, or for recognition and enforcement of any judgement in
     respect thereof, to the non-exclusive general jurisdiction of the Courts of
     the State of New York, the courts of the United States of America for the
     Southern District of New York, and appellate courts from any thereof;

          (b)    consents that any such action or proceeding may be brought in
     such courts and waives any objection that it may now or hereafter have to
     the venue of any such action or proceeding in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (c)    agrees that service of process in any such action or proceeding
     may be effected by mailing a copy thereof by registered or certified mail
     (or any substantially similar form of mail), postage prepaid, to the
     Guarantor, the applicable Lender or the Agent, as the case may be, at the
     address referred to in paragraph 14 or at such other address of which the
     Agent shall have been notified pursuant thereto;

          (d)    agrees that nothing herein shall affect the right to effect
     service of process in any other manner permitted by law or shall limit the
     right to sue in any other jurisdiction; and

          (e)    waives, to the maximum extent not prohibited by law, any right
     it may have to claim or recover in any legal action or proceeding referred
     to in this paragraph any punitive damages.

     21.  WAIVERS OF JURY TRIAL. THE GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR THE NOTES OR ANY OTHER CREDIT DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

     22.  Acknowledgments. The Guarantor hereby acknowledges that:

          (a)    it has been advised by counsel in the negotiation, execution
     and delivery of this Guaranty and the other Credit Documents to which it is
     a party;

                                       10



          (b)    none of the Agent nor any Lender has any fiduciary relationship
     with or duty to the Guarantor arising out of or in connection with this
     Guaranty or any of the other Credit Documents, and the relationship between
     the Agent and Lenders, on one hand, and the Borrowers and the Guarantor, on
     the other hand, in connection herewith or therewith is solely that of
     debtor and creditor; and

          (c)    no joint venture is created hereby or by the other Credit
     Documents or otherwise exists by virtue of the transactions contemplated
     hereby among the Lenders or among the Borrowers, the Guarantor and the
     Lenders.

     23.  Successors and Assigns. This Guaranty shall be binding upon the
respective successors and assigns of the Guarantor, the Agent and the Lenders,
and shall inure to the benefit of the Agent and the Lenders and their respective
successors and assigns.

     24.  GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW); PROVIDED, HOWEVER, THAT IF ANY COLLATERAL SHALL BE
LOCATED IN ANY JURISDICTION OTHER THAN NEW YORK, THE LAWS OF SUCH JURISDICTION
SHALL GOVERN THE METHOD, MANNER AND PROCEDURE FOR FORECLOSURE OF AGENT'S LIEN
UPON COLLATERAL AND THE ENFORCEMENT OF AGENT'S OTHER REMEDIES OF COLLATERAL TO
THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE DIFFERENT FROM OR INCONSISTENT
WITH THE LAWS OF THE STATE OF NEW YORK. NOTWITHSTANDING THE FOREGOING PROVISION
FOR THE NOTICE AND SALE OF COLLATERAL UNDER THE LAW OF THE SITUS, IT IS THE
PARTIES' INTENTION THAT NEW YORK LAW CONTROL THE OBLIGATIONS OF GUARANTOR UNDER
THE CREDIT DOCUMENTS AND THE ENFORCEMENT OF THE SAME SUCH THAT, FOR EXAMPLE,
GUARANTOR AGREES AND ACKNOWLEDGES THAT PURSUANT TO NEW YORK LAW GUARANTOR SHALL
BE LIABLE FOR A DEFICIENCY JUDGMENT NOTWITHSTANDING THE SALE OF REAL PROPERTY
COLLATERAL UNDER A POWER OF SALE AND FURTHER THAT LENDERS OR AGENT MAY, AT THEIR
ELECTION, SEEK A MONEY JUDGMENT UNDER THE CREDIT DOCUMENTS WITHOUT FIRST
EXHAUSTING ALL COLLATERAL SECURING THE OBLIGATIONS THEREUNDER.

                                       11



     IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly
executed and delivered by its duly authorized officer as of the day and year
first above written.

                                RBC HOLDING, INC.

                                By: /s/ Mark Little
                                   -----------------------------------------
                                Name:   Mark Little
                                     ---------------------------------------
                                Title:  Vice President
                                      --------------------------------------

                                         Address for Notices:

                                         RBC HOLDING, INC.
                                         870 Remington Drive
                                         Madison, N.C. 27025
                                         Attention: Mark Little, Vice President
                                         Telecopy: (336) 548-7779

                                       12




                                ACKNOWLEDGED AND AGREED AS OF THE
                                DATE HEREOF BY:

                                WACHOVIA BANK, NATIONAL ASSOCIATION,
                                as Agent

                                By: /s/ Brian R. O'Fallon
                                   -----------------------------------------
                                Name:   Brian R. O'Fallon
                                     ---------------------------------------
                                Title:  Director
                                      --------------------------------------

                                       13

EX-10.29

                                                                   EXHIBIT 10.29

                             CONTRIBUTION AGREEMENT

     THIS CONTRIBUTION AGREEMENT (this "Agreement") is made on January 24, 2003,
by and among REMINGTON ARMS COMPANY, INC., a Delaware corporation ("Remington"),
and RA FACTORS, INC., a Delaware corporation ("Factors"; Remington and Factors
are hereinafter sometimes referred to individually as a "Borrower" and
collectively as the "Borrowers"); RA BRANDS, L.L.C., a Delaware limited
liability company ("Brands"), and RBC HOLDING, INC., a Delaware corporation
("RBC"; Brands and RBC together with any other Person who may become a Guarantor
pursuant to the Credit Agreement or this Agreement, are hereinafter sometimes
referred to individually as a "Guarantor" and collectively as the "Guarantors");
and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as administrative and
collateral agent (together with its successors in such capacities, the "Agent")
for various financial institutions ("Lenders") parties from time to time to the
Credit Agreement (as defined below).

                                    RECITALS

     Borrowers, Agent, Lenders and Fleet Capital Corporation, in its capacity as
syndication agent, and National City Commercial Finance, Inc., in its capacity
as documentation agent, are parties to that certain Credit Agreement dated
January 24, 2003 (as the same may be amended, supplemented, waived or otherwise
modified from time to time, the "Credit Agreement"), pursuant to which Lenders
have agreed to extend loans and other certain financial accommodations to
Borrowers. Capitalized terms used herein and not defined herein shall have the
meanings ascribed to such terms in the Credit Agreement.

     The obligations of Lenders to make financial accommodations available to
Borrowers under the Credit Agreement from time to time are conditioned upon,
among other things, the execution and delivery of this Agreement and the
undertaking of the parties pursuant to the terms hereof.

     Each Guarantor has heretofore executed and delivered to Agent a Subsidiary
Guaranty dated the date hereof pursuant to which such Guarantor has agreed to
guarantee payment of all of the Obligations arising under the Credit Agreement
or otherwise (individually, a "Guaranty," and collectively, the "Guaranties").

     As a result of transactions contemplated by the Credit Agreement,
Guarantors will benefit, directly and indirectly, from the extension of
financial accommodations by Lenders under the Credit Agreement and, in
consideration thereof, Guarantors desire to enter into this Agreement to provide
a fair and equitable arrangement to make contributions in the event payments are
required to be made under any of the Guaranties.



     NOW THEREFORE, in consideration of the premises and the sum of $10.00 and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:

     1.   Acknowledgments and Representations. Each Borrower and each Guarantor
acknowledges that Borrowers and Guarantors are collectively engaged in the
business of designing, manufacturing and marketing sporting goods products for
the hunting and shooting sports marketplace and for the fishing marketplace.
Borrowers and Guarantors further acknowledge that the extension of credit from
Lenders to Borrowers pursuant to the Credit Agreement is vital to the continued
successful operation of Borrowers and Guarantors. Each Guarantor expects to
derive substantial direct benefits from the extension of credit by Lenders to
Borrowers pursuant to the Credit Agreement in their separate capacities since
the continued successful operation of each Guarantor is directly dependent upon
the continued successful operation of Borrowers. Among other things, Brands has
obtained all of the intellectual property assets that it owns from Remington and
new intellectual property created by Brands is created in furtherance of the
business of Remington, and RBC is a holding company whose sole asset is certain
membership interests in Brands. Further, each Borrower and each Guarantor
acknowledges that the financial condition of each Guarantor will be enhanced by
the extension of credit by Lenders to Borrowers pursuant to the Credit Agreement
as such credit will better enable Borrowers to continue to maintain their
relationships with such Guarantor, including those specified in the immediately
preceding sentence. Accordingly, Guarantors are willing to guarantee the
Obligations.

     2.   Indemnity. In addition to all such rights of indemnity and subrogation
that each Guarantor may have under Applicable Law (but subject in all events to
Section 4 hereof), Borrowers agree that (a) in the event a payment shall be made
to Agent or Lenders by any Guarantor under any Guaranty in respect of any of the
Obligations, Borrowers shall jointly and severally indemnify such Guarantor for
the full amount of such payment, and (b) if any assets of any Guarantor shall be
sold pursuant to any stock pledge agreement, security agreement, assignment,
pledge, mortgage or other similar instrument or agreement to satisfy any portion
of the Obligations, Borrowers shall indemnify such Guarantor in an amount equal
to the greater of the book value or the fair market value of the assets so sold.

     3.   Contribution.

          (a)  If any Guarantor shall make a payment under a Guaranty (a "Paying
Guarantor"), such Guarantor shall have the right to obtain contribution, in an
amount determined as set forth in Section 3(b) below, from any other Guarantor
or Guarantors that have not made payments under their respective Guaranties at
least proportionately equal (on the basis of their respective Allocable
Percentages, as such term is hereinafter defined) in amount to the payments made
by the Guarantor seeking contribution. The liability of the Guarantors hereunder
to make contribution to any other Guarantor as aforesaid shall be absolute and
shall not be affected or impaired by (i) any defense, counterclaim or setoff
that any Borrower or any Guarantor may have or assert against Agent or any
Lender under any of the Guaranties, (ii) any failure, neglect or omission on the
part of Agent

                                        2



or any Lender to realize upon any Collateral or to enforce payment for the
Obligations from any Person, (iii) the release, discharge or failure of Agent to
perfect a security interest in any or all of the Collateral, (iv) the release or
discharge of any Borrower from its obligations, or (v) the release or discharge
of any other Guarantor from its obligations under its Guaranty (whether any such
release is granted by Agent or Lenders or by operation of law). Any proceeds
received by Agent or Lenders from a foreclosure sale of any assets of a
Guarantor securing payment of the Obligations shall be deemed a payment by such
Guarantor for purposes hereof.

          (b)  Any Paying Guarantor entitled to contribution hereunder shall be
entitled to receive from each of the other Guarantors an amount equal to (i) the
product arrived at by multiplying the sum of all payments made by all Guarantors
to Agent or Lenders under a Guaranty by the Allocable Percentage of the
Guarantor from whom contribution is sought, less (ii) the amount, if any,
actually paid to Agents and Lenders under the Guaranties by the Guarantor from
whom contribution is sought (said last mentioned amount which is to be
subtracted from the aforesaid product shall be increased by any amounts
theretofore paid by such Guarantor by way of contribution hereunder, and shall
be decreased by any amounts theretofore received by such Guarantor by way of
contribution); provided, however, that a Paying Guarantor's recovery of
contribution from the other Guarantors hereunder shall be limited, exclusive of
interest, to that amount paid by the Paying Guarantor in excess of such Paying
Guarantor's Allocable Percentage of all payments made by all Guarantors to
Lenders under the Guaranties. Amounts due by way of contribution hereunder shall
bear interest, until paid, at a per annum rate equal to the Alternate Base Rate.
As used herein, the term "Allocable Percentage" shall mean, on any date of
determination thereof, a fraction, the denominator of which shall be equal to
the number of Guarantors who are parties to this Agreement on such date and the
numerator of which shall be 1; provided, further, however, that such percentages
shall be modified, in the event that contribution from a Guarantor is not
possible by reason of insolvency, bankruptcy or otherwise, by reducing such
Guarantor's Allocable Percentage to zero and by increasing the Allocable
Percentages of all remaining Guarantors proportionately so that the Allocable
Percentages of all Guarantors at all times equals 100%.

          (c)  Guarantors further covenant and agree for themselves and their
respective successors and assigns, jointly and severally, absolutely and
unconditionally, that each shall at all times indemnify and keep indemnified
each of the other Guarantors and hold and save each of them harmless from and
against any and all actions or causes of actions, claims, demands, liabilities,
losses, damages or expenses of whatever kind and nature, including, without
limiting the generality of the foregoing, attorneys' fees, which any Guarantor
shall or may at any time sustain or incur in any suit or proceeding instituted
to enforce the obligations of this Agreement in excess of the amount equal to
such Guarantor's Allocable Percentage of personal liability under the terms
hereof.

          (d)  Nothing in this Agreement shall alter, modify or rescind the
waiver of each Guarantor's right of subrogation against Borrowers with respect
to a payment made by such Guarantor under its respective Guaranty, as such
waiver is set forth in such Guaranty.

                                        3



     4.   Subordination. Notwithstanding any provision of this Agreement to the
contrary, (a) all rights of Guarantors under Sections 2 and 3 hereof and all
other rights of indemnity, contribution, subrogation or exoneration under
Applicable Law or otherwise shall be fully subordinated to the indefeasible
payment in full of the Obligations, and (b) no such rights shall be enforced
until all of the Obligations shall have been indefeasibly paid in full and the
Credit Agreement shall have been irrevocably terminated. If any amount shall be
paid to any Guarantor on account of any such indemnity, contribution,
subrogation or exoneration rights at any time when all of the Obligations shall
not have been paid in full, such amount shall be held in trust for the benefit
of Lenders and shall forthwith be paid to Agent to be credited and applied to
the Obligations (whether matured or unmatured), in accordance with the terms of
the Credit Agreement. No failure on the part of any Borrower or any Guarantor to
make the payments required by Sections 2 and 3 (or any other payments required
under Applicable Law or otherwise) shall in any respect limit or otherwise
affect the obligations and liabilities of any Guarantor under any Guaranty, and
each Guarantor shall remain liable to Agent and Lenders for the full amount of
the obligations of such Guarantor under the Guaranty executed by it.

     5.   Allocation. If at any time there exist more than one Guarantor seeking
contribution hereunder, then payment from the other Guarantors pursuant to this
Agreement shall be allocated among such Guarantors in proportion to the total
amount of money paid for or on account of the Obligations by each Guarantor
seeking contribution.

     6.   Preservation of Rights. This Agreement shall not limit or affect in
any manner any right which any Guarantor may have against any other Person that
is not a party hereto.

     7.   Release Following Permitted Asset Sale. If all of the Equity Interests
of any Guarantor or all of its assets shall be sold or otherwise disposed of
(whether by outright sale, merger or consolidation or otherwise) in any sale of
Equity Interests or assets not prohibited by the Credit Agreement or otherwise
consented to by Agent and Lenders in writing, or if any Guarantor shall be
released from its Guaranty then the agreements of such Guarantor hereunder (in
the event of a sale of all of the Equity Interests of such Guarantor) or the
Person acquiring all of the assets of such Guarantor (in the event of a sale of
all of the assets of such Guarantor) shall automatically be discharged and
released without any further action by such Guarantor and shall be assumed in
full by the Person which prior to such sale or consent owned the stock of such
Guarantor, effective as of the time of such stock sale or consent.

     8.   Equitable Allocation. If as a result of any reorganization,
recapitalization or other entity change in Remington or any of its Subsidiaries,
or as a result of any amendment, waiver or modification of the terms and
conditions governing a Guaranty or any of the Obligations, or for any other
reason, the contributions under this Agreement become inequitable, the parties
hereto shall, if consented to or directed by Agent, promptly modify and amend
this Agreement to provide for an equitable allocation of contributions.

                                        4



     9.   Asset of Party to Which Contribution and Indemnification are Owing.
The parties hereto acknowledge that the rights to contribution and
indemnification hereunder shall each constitute an asset in favor of the party
to which such contribution or indemnification is owing.

     10.  Representations and Warranties of Guarantors. Each Guarantor
represents and warrants to Agent, for the benefit of itself and Lenders, that
such Guarantor is duly empowered and authorized to execute, deliver and perform
all of its obligations under this Agreement; that, after giving effect to its
execution and delivery of the Guaranty signed by it and this Agreement, such
Guarantor is Solvent; and such Guarantor has executed the Guaranty signed by it
and this Agreement on the basis that the financing transactions contemplated by
the Credit Agreement will inure to the direct and indirect benefit and advantage
of such Guarantor.

     11.  Successors and Assigns. This Agreement shall be binding upon each
party hereto and its respective successors and assigns and shall inure to the
benefit of the parties hereto and their respective successors and assigns. None
of any Guarantor's rights or any interest therein under this Agreement may be
assigned or transferred without the written consent of Agent. In the event of
any such transfer or assignment of rights by any Guarantor, the rights and
privileges herein conferred upon that Guarantor shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and
conditions hereof.

     12.  Amendment. No amendment or modification to this Agreement shall be
effective unless in writing and signed by each of the parties hereto.

     13.  Termination. This Agreement shall remain in effect and shall not be
terminated as to any Guaranty until such Guaranty has been discharged, released
or otherwise satisfied in accordance with its terms.

     14.  Choice of Law. This Agreement shall be governed by, and shall be
construed and enforced in accordance with, the laws of the State of New York
without regard to the conflict of law principles thereof (other than Section
5-1401 of the New York General Obligations Law).

     15.  Counterparts. This Agreement and any amendments, waivers, consents or
supplements may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts shall
constitute one and the same instrument.

                                        5



     16.  Additional Guarantors. If, after the date hereof, a Borrower shall
acquire or form any Wholly Owned Subsidiary that is a Domestic Subsidiary (a
"Wholly Owned Domestic Subsidiary"), if so requested by Agent (in its sole
discretion or at the discretion of the required Lenders) Borrowers shall cause
such Wholly Owned Domestic Subsidiary to execute and deliver to Agent a
Subsidiary Guaranty with respect to the obligation and an instrument in the form
of Annex 1 attached hereto. The execution and delivery of any such instrument
shall not require the consent of any Guarantor hereunder, and the failure of any
such Wholly Owned Domestic Subsidiary to execute either a Subsidiary Guaranty or
such Annex 1 shall not be a defense to any Guarantor's liability hereunder. The
rights and obligations of each Guarantor hereunder shall remain in full force
and effect notwithstanding the addition of any new Guarantor as a party to this
Agreement.

     17.  Severability. If any provision in or obligation under this Agreement
shall be invalid, illegal or unenforceable in any jurisdiction, then the
validity, legality or enforceability of the remaining provisions or obligations,
or of such provision or obligation in any other jurisdiction, shall not in any
way be affected or impaired thereby.

     18.  Addresses for Notices. All notices and other communications provided
for hereunder shall be in writing and mailed, telecopied or delivered, if to any
Guarantor, addressed to it at the address set forth for such party in the
Guaranty signed by it, and if to any other party, at the address set forth for
such party in the Credit Agreement. All such notices and other communications
shall be given and be deemed to have been received as provided by the terms of
the Credit Agreement.

     19.  Jury Trial Waiver. To the fullest extent permitted by Applicable Law,
each of the parties hereto waives the right to trial by jury with respect to any
matter arising out of or relating to this Agreement.

                                        6



     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.

                                  REMINGTON ARMS COMPANY, INC.

                                  By: /s/ Thomas Millner
                                     --------------------------
                                  Name:  Thomas Millner
                                  Title: President


                                  RA FACTORS, INC.

                                  By: /s/ Mark A. Little
                                     --------------------------
                                  Name:  Mark A. Little
                                  Title: President


                                  RA BRANDS, L.L.C.

                                  By: /s/ Thomas Millner
                                     --------------------------
                                  Name:  Thomas Millner
                                  Title: President


           :                      RBC HOLDING, INC.

                                  By: /s/ Mark A. Little
                                     --------------------------
                                  Name:  Mark A. Little
                                  Title: Vice President


                                        7



                                  WACHOVIA BANK, NATIONAL
                                  ASSOCIATION, as Agent

                                  By: /s/ Brian R. O'Fallon
                                     --------------------------
                                  Name:  Brian R. O'Fallon
                                  Title: Director


                                        8



                                     ANNEX 1

     SUPPLEMENT NO. ______ dated __________, 200__ to the CONTRIBUTION AGREEMENT
dated January __, 2003 (the "Contribution Agreement") by and among REMINGTON
ARMS COMPANY, INC., a Delaware corporation ("Remington"), and RA FACTORS, INC.,
a Delaware corporation ("Factors"; Remington and Factors are hereinafter
sometimes referred to individually as a "Borrower" and collectively as the
"Borrowers"); and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as
administrative and collateral agent (together with its successors in such
capacities, the "Agent") for various financial institutions ("Lenders") parties
from time to time to the Credit Agreement (as defined below), and each of the
subsidiaries or affiliates of Borrowers that are parties to the Contribution
Agreement (referred to herein individually as a "Guarantor" and collectively as
the "Guarantors"). Capitalized terms used herein and not otherwise defined
herein, shall have the meanings ascribed to such terms in the Credit Agreement
(as hereinafter defined).

     Guarantors have entered into the Contribution Agreement in order to induce
Lenders to make loans and extend other credit to Borrowers pursuant to a Credit
Agreement, dated January __, 2003, among Borrowers, Agent, Lenders and Fleet
Capital Corporation, in its capacity as syndication agent, and National City
Commercial Finance, Inc., in its capacity as documentation agent (as the same
may be amended, supplemented, waived or otherwise modified from time to time,
the "Credit Agreement"). Pursuant to the Contribution Agreement, each Wholly
Owned Domestic Subsidiary that is a Domestic Subsidiary (a "Wholly Owned
Domestic Subsidiary") that was not in existence on the date thereof is required
to execute a Guaranty, if so requested by Agent (in the sole discretion or at
the discretion of the Required Lenders), pursuant to which it would guaranty all
of the Obligations of Borrowers to Agent and Lenders and to enter into the
Contribution Agreement as a Guarantor upon becoming a Wholly Owned Domestic
Subsidiary of a Borrower. The Contribution Agreement provides that additional
Wholly Owned Domestic Subsidiaries of a Borrower may become Guarantors under the
Contribution Agreement by execution and delivery of an instrument in the form of
this Supplement. The undersigned ("New Guarantor") is a Subsidiary of a
Borrower, has agreed to guarantee the payment and performance of the Obligations
pursuant to a Guaranty in favor of Agent for the benefit of Agent and Lenders
and is executing this Supplement in accordance with the requirements of the
Credit Agreement to become a party to the Contribution Agreement in order to
induce Lenders to continue to extend credit under the Credit Agreement and as
consideration for the financial accommodations previously made available to
Borrowers under the Credit Agreement.

     NOW THEREFORE, in consideration of the premises and the sum of $10.00 and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Agent and New Guarantor, intending to be legally bound,
hereby agree as follows:



     SECTION 1. In accordance with the Contribution Agreement, New Guarantor by
its signature below becomes a Guarantor under the Contribution Agreement with
the same force and effect as if originally named therein as a Guarantor, and New
Guarantor hereby agrees to all the terms and provisions of the Contribution
Agreement applicable to it as a Guarantor thereunder. Each reference to a
"Guarantor" in the Contribution Agreement shall be deemed to include New
Guarantor. The Contribution Agreement is hereby incorporated herein by
reference.

     SECTION 2. This Supplement has been duly authorized, executed and delivered
by New Guarantor and constitutes a legal, valid and binding obligation of New
Guarantor, enforceable against it in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and by
general principles of equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).

     SECTION 3. This Supplement and any amendments, waivers, consents or
supplements may be executed in any number of counterparts and by the different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts shall
constitute one and the same instrument.

     SECTION 4. Except as expressly supplemented hereby, the Contribution
Agreement shall remain in full force and effect.

     SECTION 5. THIS SUPPLEMENT SHALL BE EFFECTIVE WHEN ACCEPTED AGENT (NEW
GUARANTOR HEREBY WAIVING NOTICE OF SUCH ACCEPTANCE) AND SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

     SECTION 6. In case any provision in or obligation under this Supplement
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

     SECTION 7. New Guarantor agrees to reimburse Agent for Agent's reasonable
out-of-pocket expenses in connection with this Supplement, including, without
limitation, the fees, and expenses of counsel for Agent.

                            [Signature page follows]

                                        2



     IN WITNESS WHEREOF, New Guarantor and Agent have duly executed this
Supplement to the Contribution Agreement under seal as of the date and year
first above written.

ATTEST:                                    [NAME OF NEW GUARANTOR]

By:                                     By:
   ------------------------                --------------------------------
   Secretary                               Title:
       [CORPORATE SEAL]                          --------------------------

                                           Address:
                                                   ------------------------
                                           --------------------------------
                                           --------------------------------

                                           Accepted by:

                                           REMINGTON ARMS COMPANY, INC.
                                           ("Borrower")

                                           By:
                                              -----------------------------

                                           Title:
                                                 --------------------------

                                           RA FACTORS, INC.
                                           ("Borrower")

                                           By:
                                              -----------------------------

                                           Title:
                                                 --------------------------

                                           Accepted by:

                                           WACHOVIA BANK, NATIONAL
                                           ASSOCIATION, INC., as Agent
                                           ("Agent")

                                           By:
                                              -----------------------------

                                           Title:
                                                 -------------------------------

                                        3

EX-10.51

                                                                   Exhibit 10.51

         RETIREMENT AGREEMENT, dated as of March 31, 2003 (the "Agreement"), by
and among Remington Arms Company, Inc., a Delaware corporation (the "Company"),
RACI Holding, Inc., a Delaware corporation and parent of the Company
("Holding"), and Robert L. Euritt ("Executive").

                              W I T N E S S E T H :
                              - - - - - - - - - -

         WHEREAS, the Company and Executive entered into an Employment
Agreement, dated as of June 30, 1998 (the "Employment Agreement");

         WHEREAS, pursuant to the Employment Agreement, Executive is currently
employed as Vice President, Human Resources;

         WHEREAS, Executive holds 336 shares of the common stock of Holding
(collectively, "Shares") pursuant to several Management Stock Subscription
Agreements between Holding and Executive (collectively, the "Stock Subscription
Agreements");

         WHEREAS, Executive has expressed his intention to retire from active
employment with the Company;

         WHEREAS, Executive has provided loyal and valuable service to the
Company and the Company recognizes Executive's significant contribution to the
Company and its shareholders;

         WHEREAS, the Company believes that it is in its best interest to retain
consulting services of Executive following Executive's retirement from active
employment on the terms and conditions contained herein;

         WHEREAS, pursuant to the Employment Agreement, Executive has agreed to
be bound by certain covenants and restrictions concerning noncompetition,
nondisclosure and nonsolicitation following any termination of his employment;
and

         WHEREAS, Holding, the Company and Executive wish to agree upon the
consequences of the termination Executive's employment.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and promises contained herein and for other good and valuable
consideration, Holding, the Company and Executive hereby agree as follows:

         1. Certain Definitions. For purposes of this Agreement, all capitalized
terms used herein without definition shall have the respective meanings assigned
to such terms in the Employment Agreement.



         2. Retirement from Employment. Effective as of March 31, 2003 (the
"Retirement Date"), Executive's active employment with the Company is hereby
terminated and Executive hereby resigns from his position as Vice President,
Human Resources and from each other position he then holds with the Company or
any of its direct or indirect subsidiaries or affiliates. Such termination of
Executive's active employment and resignation is hereinafter referred to as
"Executive's Retirement".

         3. Consequences of Executive's Retirement Under Certain Agreements.

         (a) In General. Holding, the Company and Executive each hereby
acknowledges and agrees that, for purposes of the Employment Agreement and the
Stock Subscription Agreements, Executive's Retirement is and will be treated
solely as a termination by the Company without Cause. For all other purposes,
Executive's Retirement shall be treated as retirement.

         (b) Employment Agreement. Effective on the Retirement Date, the
Employment Period shall expire and, pursuant to Section 7(f)(i) of the
Employment Agreement and in consideration of the Executive's execution of this
Agreement and the General Release of All Claims attached hereto as Exhibit A
(the "Release"), the Company shall pay to the Executive (i) continued payment,
following the Retirement Date, of installments of the Base Salary for the period
commencing on the Retirement Date and ending on the first anniversary of the
Retirement Date, such continued payments to be made in accordance with the
Company's regular payroll practices, (ii) the Continued Benefits, (iii) at the
time annual bonuses for services rendered in calendar year 2003 are paid to
senior executives of the Company, payment of an amount equal to the product of
(x) the annual incentive compensation bonus that would have been payable to
Executive pursuant to the terms of the Employment Agreement if (A) Executive's
employment with the Company had continued until December 31, 2003 and (B) the
Executive had achieved (but not exceeded) the target performance objectives
applicable under the Employment Agreement for calendar year 2003, multiplied by
(y) a fraction, the numerator of which is equal to the number of days in the
period from January 1, 2003 to the Retirement Date and the denominator of which
is 365, and (iv) payment of any benefits payable to Executive under any
applicable employee benefit plan, policy or practice of the Company in which
Executive was a participant on or prior to the Retirement Date, such payments to
be made in accordance with the generally applicable provisions of such plans,
policies and practices. Executive shall also be entitled to continued
participation in any retirement plans or programs in which he was a participant
on or prior to the Retirement Date on the terms applicable to retired employees
and as such plans and programs may be amended from time to time. Notwithstanding
the foregoing, Executive acknowledges that in lieu of offsetting the amounts
payable pursuant to this paragraph, Executive waives any rights he may have
under any plan, policy or practice providing for severance or termination
benefits or annual incentive compensation.


                                       2



         Executive understands and agrees that his receipt of the payments set
forth in this Section 3(b) are conditioned on Executive's execution and delivery
of the Release, and performance of all of his duties hereunder and in the event
of his material breach of any of his duties and obligations, his failure to
execute and deliver the Release by the end of the 21st day after the execution
and delivery of this Agreement or his revocation of the Release, the Company
shall have the right to cease any further payments under this Section 3(b).

         Effective as of the Retirement Date, the Employment Agreement will
terminate in its entirety without any further liability or obligation on the
part of the Company or any of its subsidiaries or affiliates or Executive
thereunder, except that the provisions of Sections 8, 9, 10, 11, 12, 13, 14 and
17, all of which provisions are incorporated herein by reference, shall survive
Executive's Retirement and thereafter shall remain in full force and effect.
Notwithstanding the foregoing, the provisions of Section 19(h) of the Employment
Agreement relating to the survival of Section 7(f) of the Employment Agreement
will terminate effective as of the Retirement Date and will not be incorporated
herein by reference.

         (c) Purchase of Shares. Holding, the Company and Executive each hereby
acknowledges and agrees that as of the Retirement Date, Executive holds 336
Shares and that Holding will pay to Executive $220.31 for each such Share.
Contemporaneously with the execution and delivery of this Agreement, Executive
and Holding agree to execute a Share Repurchase Agreement with respect to the
purchase of the Shares.

         4. Executive's Release of Claims. In consideration of the payments
provided for in Section 3(b) above and in accordance with Section 7(f) of the
Employment Agreement, Executive hereby agrees to execute and deliver to the
Company on the Retirement Date the Release.

         5. Consulting Services. (a) For the one-year period ending on the first
anniversary of the date hereof (the "Consulting Period"), Executive shall
provide to the Company and its subsidiaries, parents and affiliates, including
Holding, (the "Company Group") consulting services commensurate with his status
and experience with respect to such matters as shall be reasonably requested
from time to time by the Company. The Company shall have the right to extend the
Consulting Period for a period of up to 12 additional months and Executive shall
have the right to terminate his obligation to provide consulting services
hereunder, in either case upon 30 days' written notice to the other party. The
parties may extend the Consulting Period for additional periods by mutual
agreement.

         (b) During the Consulting Period, Executive shall not, solely by virtue
of the consulting services provided hereunder, be considered to be an officer or
employee of any member of the Company Group and shall not have the power or
authority to contract


                                       3



in the name of or bind any member of the Company Group. Executive shall at all
times during the Consulting Period be treated as an independent contractor and
shall be responsible for the payment of all taxes with respect to all amounts
paid to him hereunder. Executive shall not, by reason of the services performed
hereunder, be entitled to participate in any employee benefits plan made
available to any employee of any member of the Company Group.

         (c) This Agreement is personal to the Executive and all of the services
required of the Executive hereunder shall be performed personally by him.

         (d) Consulting Fees. In consideration of the Executive's agreement to
provide consulting services to be performed hereunder, and subject to the
Executive's compliance with the covenants and agreements contained herein, the
Company shall pay to Executive a monthly consulting fee of $3,000 (the
"Consulting Fee"), which shall be paid to Executive no later than the last
business day of each calendar month that is included in the Consulting Period.
The Consulting Fee shall be pro-rated to the extent that the Executive renders
consulting services hereunder for only a portion of any calendar month included
in the Consulting Period.

         (e) Expenses. The Company shall also reimburse Executive for such
reasonable travel, lodging and other appropriate expenses incurred by Executive
in the course or on account of rendering consulting services hereunder, subject
to the submission by the Executive of evidence of such expenses in a form
reasonably satisfactory to the Company.

         6. Entire Agreement; Related Documents. This Agreement (including
Exhibit A hereto) together with the Share Repurchase Agreement constitutes the
entire agreement among the parties hereto with respect to the subject matter
hereof. All prior correspondence and proposals (including summaries of proposed
terms) and all prior promises, representations, understandings, arrangements and
agreements relating to such subject matter (including, but not limited to, the
Employment Agreement, the Stock Subscription Agreements and any other agreements
made to or with Executive by any other person or entity) are merged herein and
superseded hereby.

         7. Miscellaneous.

         (a) Binding Effect; Assignment. This Agreement shall be binding on and
inure to the benefit of Holding, the Company and their respective successors and
permitted assigns. This Agreement shall also be binding on and inure to the
benefit of Executive and his heirs, executors, administrators and legal
representatives. This Agreement shall not be assignable by any party hereto
without the prior written consent of the other parties hereto. Each of Holding
and the Company may effect such an assignment without prior written approval of
Executive upon the transfer of all or


                                       4



substantially all of its business and/or assets (whether by purchase, merger,
consolidation or otherwise).

         (b) Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware.

         (c) Taxes. The Company may withhold from any payments made under this
Agreement all federal, state, city or other applicable taxes as shall be
required by law.

         (d) Amendments. No provision of this Agreement may be modified, waived
or discharged unless such modification, waiver or discharge is approved by the
Board of Directors of the Company and is agreed to in writing by Executive. No
waiver by any party hereto at any time of any breach by any other party hereto
of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time. No
waiver of any provision of this Agreement shall be implied from any course of
dealing between or among the parties hereto or from any failure by any party
hereto to assert its rights hereunder on any occasion or series of occasions.

         (e) Severability. In the event that any one or more of the provisions
of this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.

         (f) Notices. Any notice or other communication required or permitted to
be delivered under this Agreement shall be (i) in writing, (ii) delivered
personally, by courier service or by certified or registered mail, first-class
postage prepaid and return receipt requested, (iii) deemed to have been received
on the date of delivery or on the third business day after the mailing thereof,
provided that the party giving such notice or communication shall have attempted
to telephone the party or parties to which notice is being given during regular
business hours on or before the day such notice or communication is being sent,
to advise such party or parties that such notice is being sent, and (iv)
addressed as follows (or to such other address as the party entitled to notice
shall hereafter designate in accordance with the terms hereof):

                  (A) if to the Company, to it at:

                      c/o Remington Arms Company, Inc.
                      Post Office Box 700
                      Madison, North Carolina 27025
                      Attention:  General Counsel


                                       5



                  (B) if to Holding, to it at:

                  RACI Holding, Inc.
                  C/o Remington Arms Company, Inc.
                  870 Remington Drive
                  Madison, North Carolina 27025

              (B) if to Executive, to him at the address set forth on the
                  signature page hereof.

Copies of any notices or other communications given under this Agreement shall
also be given to:

                  Clayton, Dubilier & Rice, Inc.
                  375 Park Avenue
                  New York, New York  10152
                  Attention:  Mr. Donald J. Gogel

                               and

                  Debevoise & Plimpton
                  919 Third Avenue
                  New York, New York  10022
                  Attention:  Franci J. Blassberg, Esq.

         (g) Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
one and the same instrument.



                                       6



         (h) Headings. The section and other headings contained in this
Agreement are for the convenience of the parties only and are not intended to be
a part hereof or to affect the meaning or interpretation hereof.

         IN WITNESS WHEREOF, the Company and Holding have duly executed this
Agreement by their authorized representatives and Executive has hereunto set his
hand, in each case effective as of the date first above written.

                                              REMINGTON ARMS COMPANY, INC.

                                              By: /s/ Mark Little
                                                  ---------------------------
                                                   Name:  M. Little
                                                   Title: Exec. VP, CFO, CAO,
                                                          Treasurer


                                              RACI HOLDING, INC.


                                              By: /s/ Thomas Millner
                                                  ---------------------------
                                                   Name:  T. Millner
                                                   Title: President and CEO


                                              /s/ Robert L. Euritt
                                              ------------------------------
                                              Robert L. Euritt
                                              Address: 545 Green Road
                                                       Ann Arbor, MI 48105

                                       7



                                    EXHIBIT A
                          GENERAL RELEASE OF ALL CLAIMS

         WHEREAS, I, Robert Euritt, retired from my employment with Remington
Arms Company, Inc. and each and every subsidiary and affiliate thereof
(hereinafter the "Company" as defined below) on March 31, 2003; and

         WHEREAS, Company has agreed to provide me with certain post-employment
benefits to which I would not have otherwise been entitled; and

         WHEREAS, I, Robert Euritt, acknowledge that I have been provided all
monies owed through the date I sign this Agreement and that the Company has
satisfied all obligations to me arising out of or relating to my employment with
the Company or separation from such employment through the date I sign this
Agreement; and

         NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES SET FORTH HEREIN, I,
ROBERT EURITT, ON BEHALF OF MYSELF, MY AGENTS, REPRESENTATIVES, ADMINISTRATORS,
RECEIVERS, TRUSTEES, EXECUTIVES, SUCCESSORS, HEIRS, DESIGNEES, LEGAL
REPRESENTATIVES, ASSIGNEES AND ATTORNEYS HEREBY IRREVOCABLY AND FOREVER RELEASE
AND DISCHARGE THE COMPANY (DEFINED HEREIN TO INCLUDE REMINGTON ARMS COMPANY,
INC., AND ALL AFFILIATED OR RELATED COMPANIES, PARENTS, DIVISIONS, OR
SUBSIDIARIES, WHETHER SAID ENTITIES ARE INCORPORATED, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS AND THEIR OWNERS, SHAREHOLDERS, OFFICERS,
DIRECTORS, AGENTS, ATTORNEYS, PARTNERS, EMPLOYEES, SUCCESSORS AND ASSIGNS) FROM
ANY AND ALL CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION, OF ANY KIND OR NATURE,
PAST OR PRESENT, KNOWN OR UNKNOWN, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH,
MY EMPLOYMENT OR MY SEPARATION FROM EMPLOYMENT, INCLUDING BUT NOT LIMITED TO ANY
CLAIMS OR DEMANDS FOR THE FOLLOWING: WRONGFUL DISCHARGE; BREACH OF AN IMPLIED OR
EXPRESSED EMPLOYMENT CONTRACT; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL
STRESS; DEFAMATION; FRAUD; DISCRIMINATION AND/OR HARASSMENT BASED ON AGE, SEX,
RACE, RELIGION, NATIONAL ORIGIN, SEXUAL ORIENTATION, PHYSICAL OR MENTAL
DISABILITY, OR MEDICAL CONDITION; VIOLATION OF ANY SECTION OF THE AIDS
CONFIDENTIALITY ACT, THE EQUAL EMPLOYMENT FOR PERSONS WITH DISABILITIES CODE,
THE NATIONAL LABOR RELATIONS ACT, THE FAIR LABOR STANDARDS ACT, THE
REHABILITATION ACT OF 1973, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE
CIVIL RIGHTS ACTS OF 1866 AND 1871, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
THE CIVIL RIGHTS ACT OF 1991, THE EQUAL PAY ACT OF 1963, THE AGE DISCRIMINATION
ACT, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE OLDER WORKERS BENEFIT
PROTECTION ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, THE
OCCUPATIONAL SAFETY AND HEALTH ACT, THE CONSOLIDATED OMNIBUS BUDGET
RECONCILIATION ACT OF 1985, THE FAMILY MEDICAL LEAVE ACT OF 1993, THE
IMMIGRATION REFORM AND CONTROL ACT OF 1986, OR ANY OTHER FEDERAL, STATE OR LOCAL
LAWS OR REGULATIONS; UNPAID WAGES, SALARY, OVERTIME COMPENSATION, BONUSES,
COMMISSIONS, OR OTHER COMPENSATION OF ANY SORT;


                                       8



FOR DAMAGES OF ANY NATURE, INCLUDING COMPENSATORY, GENERAL, SPECIAL OR PUNITIVE;
OR FOR COSTS, FEES OR OTHER EXPENSES, INCLUDING ATTORNEYS' FEES, INCURRED
REGARDING THESE MATTERS.

         FURTHER, in consideration of said promises and as a further
consideration for this Retirement Agreement, I, Robert Euritt, understand,
agree, represent and warrant as follows:

         1. That this is a full and final release applying to all unknown and
unanticipated injuries, claims, or damages arising out of said employment, as
well as to those now known or disclosed and that I, Robert Euritt, voluntarily
waive all rights or benefits which I now have, with the express intention of
releasing and extinguishing unknown or unsuspected obligations, and I warrant
that I am currently unaware of any claim(s), rights(s), demands(s), or debt(s),
actions(s), obligations(s), liability or causes(s) of action whatsoever against
the Company which I have not released pursuant to this Agreement.

         2. That I, Robert Euritt, recognize that the Company asserts that it
shall suffer great embarrassment and substantial economic damage from any
publicity or any oral or written publication whatsoever relating to the
circumstances of my termination of employment and this settlement, including but
not limited to: (a) the fact of this Agreement; (b) the specific amount or
general range of the consideration set forth in the Agreement; (c) the
negotiations for this Agreement; (d) any terms of this Agreement; and (e) any
facts regarding the period of employment with Company, except dates and
compensation, (hereinafter collectively referred to as the "Confidential
Information"). Accordingly, I, Robert Euritt, warrant and represent that neither
I nor anyone acting on my behalf (including without limitation my tax or
financial advisors) has initiated or caused to be initiated any publicity or any
oral or written communication whatsoever, whether initiated or responsive,
concerning the Confidential Information; and shall forever hold confidential and
not make public to anyone, whether by oral or written communications or
otherwise said Confidential Information except only: (i) to the extent as may be
absolutely necessary to accomplish the filing of my income tax returns; (ii) to
the extent as may be absolutely necessary to enforce the terms of this
Agreement; or (iii) to the extent as may be specifically compelled by judicial
process.

         3. That, I, Robert Euritt, have had the opportunity to consult with a
representative of my own choosing with respect to this Release; that I have read
this Release; that I am fully aware of its contents and of its legal effect; and
I freely and voluntarily entered into it.

         4. That, I, Robert Euritt, will not file or bring any claims, charges,
complaints, or other actions against Company arising out of or based upon the


                                       9



circumstances of my employment or my separation from employment, except as
otherwise permitted by law.

         5. That, I, Robert Euritt, warrant that except as expressly set forth
herein, no representations of any kind or character have been made to me by the
Company or any of the Company's agents, representatives, employees or attorneys
(or anyone else purporting to act in any such capacities) to induce me to
execute this Separation Agreement and General Release of All Claims.

         6. That, I, Robert Euritt, acknowledge and agree that this Separation
Agreement and General Release of All Claims and the consideration given
hereunder is not to be construed as an admission by the Company or as an
admission of any act or fact whatsoever.

         7. The consideration set forth in the Agreement exceeds any amount
and/or consideration to which I would otherwise be entitled under the Company's
standard operating policies, practices, or as required by law. All amounts to
which I would be entitled under the Company's policies, practices and/or as
required by law have been tendered to me and are hereby acknowledged. Therefore,
said consideration is not paid as wages or other compensation due, but is paid
solely in consideration of this Release and the Confidentiality provisions set
forth herein.

         8. COMPLIANCE WITH OLDER WORKERS BENEFIT PROTECTION ACT.

         IN COMPLIANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT (P.L.
101-433), THE COMPANY AND ROBERT EURITT DO HEREBY ACKNOWLEDGE AS FOLLOWS:

         (A) THAT, I, ROBERT EURITT, ACKNOWLEDGE THAT THIS AGREEMENT
SPECIFICALLY APPLIES TO ANY RIGHTS OR CLAIMS I MAY HAVE AGAINST THE COMPANY OR
ANY PARTY RELEASED HEREIN UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT
OF 1967, AS AMENDED;

         (B) THE AGREEMENT DOES NOT PURPORT TO WAIVE RIGHTS OR CLAIMS THAT MAY
ARISE FROM ACTS OR EVENTS OCCURRING AFTER THE DATE THAT THIS AGREEMENT IS
EXECUTED BY THE PARTIES;

         (C) THAT, I, ROBERT EURITT, ACKNOWLEDGE THAT THE CONSIDERATION PROVIDED
FOR IN THIS AGREEMENT AND THE PROVISIONS OF THIS PARAGRAPH ARE IN ADDITION TO
THAT TO WHICH I AM ALREADY ENTITLED;

         (D) THAT, I, ROBERT EURITT, UNDERSTAND THAT THIS AGREEMENT SHALL BE
REVOCABLE FOR A SEVEN (7) DAY PERIOD FOLLOWING EXECUTION OF THIS AGREEMENT BY
ME. ACCORDINGLY, THIS AGREEMENT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL
THE EXPIRATION OF THIS SEVEN (7) DAY REVOCATION PERIOD.


                                       10



         (E) THAT, I, ROBERT EURITT, ACKNOWLEDGE THAT I HAVE BEEN ADVISED OF MY
RIGHT TO CONSULT WITH AN ATTORNEY, AND HAVE IN FACT CONSULTED WITH AN ATTORNEY,
PRIOR TO SIGNING THIS AGREEMENT AND HAVE BEEN GIVEN A PERIOD OF TWENTY-ONE (21)
DAYS WITHIN WHICH TO CONSIDER WHETHER TO SIGN THIS AGREEMENT.

         9. This release is made in the State of North Carolina and shall be
interpreted under the laws of said State. Its language shall be construed as a
whole, according to its fair meaning and not strictly for or against either
party.

         10. In the event that it shall be necessary for any party hereto to
institute legal action to enforce any of the terms and conditions or provisions
contained herein, or for any breach thereof, the prevailing party in such action
shall be entitled to costs and reasonable attorneys' fees.

         PLEASE READ CAREFULLY, THIS RELEASE INCLUDES A WAIVER AND A SETTLEMENT
OF ALL KNOWN AND UNKNOWN CLAIMS.

         DATED: March 17, 2003                  ROBERT EURITT
                ----------------
                                                /s/  Robert Euritt
                                                --------------------------------
                                                Address: 545 Green Road
                                                         -----------------------
                                                         Ann Arbor, MI 48105
                                                         -----------------------


         DATED: March 17, 2003                  REMINGTON ARMS COMPANY, INC.
                ----------------

                                                By: /s/  Mark Little
                                                    ----------------------------
                                                Title: Exec VP, CFO, CAO,
                                                       Treasurer
                                                       -------------------------

                                       11

EX-10.52

                                                                   Exhibit 10.52

                           SHARE REPURCHASE AGREEMENT
                           --------------------------

         SHARE REPURCHASE AGREEMENT, dated as of March 31, 2003, between RACI
Holding, Inc., a Delaware corporation (the "Company"), and Robert L. Euritt (the
"Shareholder").

         WHEREAS, effective as of March 31, 2003 (the "Retirement Date"), the
Shareholder has retired from active employment with the Company's wholly owned
subsidiary, Remington Arms Company, Inc. ("Remington");

         WHEREAS, in connection with the Shareholder's retirement from active
employment, the Shareholder, Remington and the Company have entered into a
retirement agreement dated March 31, 2003 ("Retirement Agreement");

         WHEREAS, the Company and the Shareholder are parties to several
Management Stock Subscription Agreements (collectively, the "Stock Subscription
Agreements"), pursuant to which the Shareholder holds an aggregate of 336 shares
(the "Shares") of the Common Stock, par value $.01 per share, of the Company
(the "Common Stock"), issued pursuant to the RACI Holding, Inc. Stock Incentive
Plan (the "Plan") and represented by Certificate No. A-64;

         WHEREAS, pursuant to Section 6(a) of the Stock Subscription
Agreements, the Company has exercised its right to repurchase all of the
Shares held by the Shareholder as of the termination of his active employment
with Remington;

         WHEREAS, the Company and the Shareholder agree that the Company shall
pay the Shareholder $220.31 for each such Share;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and in the Retirement Agreement and for other good and valuable
consideration, the Company and the Shareholder hereby agree as follows:

         1. Payment for the Shares. Simultaneously with the execution of the
Retirement Agreement or such other date as the parties shall mutually agree in
writing (the "Closing Date"), the Company shall pay the Shareholder for the
Shares, at the purchase price set forth in Section 2 below, payable as provided
in Section 5 below.

         2. Purchase Price. The Company and the Shareholder agree that the
purchase price for the Shares is $220.31 per Share and that the aggregate
purchase price for the Shares is $74,024.16 (the "Purchase Price"). The Company
and the Shareholder acknowledge and agree that the Purchase Price is equal to
the aggregate fair market value of the Shares as of the Retirement Date.



         3. Payment of Purchase Price. (a) On the Closing Date, the Company
shall deliver to the Shareholder a check, payable to the order of the
Shareholder, for the Purchase Price, subject to reduction for any applicable tax
and other withholding.

            (b) On the Closing Date, the Stockholder shall deliver to Remington,
as bailee, the receipt for Certificate No. A-64, originally provided by
Remington to the Shareholder pursuant to the Master Bailment Agreement, dated as
of February 12, 2003 among Remington and the Bailors listed on Schedule A
thereto (including the Shareholder) (the "Master Bailment Agreement"), together
with a letter of direction, in the form attached hereto as Exhibit A, executed
by the Shareholder, directing Remington, as Bailee under the Master Bailment
Agreement, to deliver to the Company the Certificate described in this Section
3(b), which evidences the issuance of the Shares to the Shareholder.

            (c) On the Closing Date, the Shareholder shall deliver to the
Company a stock power with respect to the Shares, in the form attached hereto as
Exhibit B, executed by the Shareholder.

            (d) On the Closing Date, the Shareholder and the Company shall each
execute a cross-receipt, in the form attached hereto as Exhibit C, acknowledging
the receipt of the documents described in the foregoing paragraphs (a), (b) and
(c).

         4. Shareholder's Release; Stock Subscription Agreements and Related
Documents. The Shareholder hereby waives any and all rights that he may have or
that otherwise may exist or may have arisen with respect to any of the Shares
under the Plan, or the Stock Subscription Agreements, or otherwise in connection
with the offering or sale by the Company or the acquisition by the Shareholder
of the Shares pursuant to the Confidential Offering Memorandum, dated as of May
14, 1999, as supplemented, the Confidential Notice to Holders of Deferred
Shares, dated December 19, 2002, or the Stock Incentive Plan Election Form,
dated December 23, 2002 (the "Offers," and, collectively with any other
agreement or document executed or to be executed in connection therewith, the
"Other Transaction Documents"). The Shareholder and the Company hereby each
acknowledges and agrees that all of their respective rights and obligations
under the Stock Subscription Agreements and the Other Transaction Documents with
respect to the Shares are hereby terminated, and the Shareholder hereby releases
and forever discharges the Company, The Clayton Dubilier Private Equity Fund IV
Limited Partnership, Bruckmann, Rosser, Sherill & Co. II, L.P., and each of
their respective subsidiaries, affiliates, successors and assigns and each of
their respective employees, directors, officers, shareholders, agents and other
representatives from any and all claims, obligations and liabilities arising
under or in connection with the Stock Subscription Agreements, Other Transaction
Documents or otherwise in respect of the Shares and acknowledges to be fully
satisfied all of his rights under the Stock Subscription Agreements and the
Other Transaction Documents and otherwise in respect of the Shares.

         5. Entire Agreement; Applicable Law. This Agreement, including the
attached Exhibit A, together with the Retirement Agreement, constitutes the
entire

                                       2



agreement between the parties with respect to the subject matter hereof. All
prior correspondence and proposals (including summaries of proposed terms) and
all prior promises, representations, understandings, arrangements and agreements
relating to such subject matter (including, but not limited to, those made to or
with Shareholder by any other person or entity) are merged herein and superseded
hereby. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF DELAWARE, REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER
PRINCIPLES OF CONFLICT OF LAWS.

         6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.

                                       3



         IN WITNESS WHEREOF, the Company and the Shareholder have executed this
Share Repurchase Agreement as of the date first above written.

                                       RACI HOLDING, INC.


                                       By:  /s/ Mark Little
                                            ------------------------------
                                            Name:  M. Little
                                            Title: Executive VP, CFO, CAO,
                                                   Treasurer


                                       /s/ Robert L. Euritt
                                       -----------------------------------
                                       Robert L. Euritt

                                       4



                                                                       EXHIBIT A
                                                                       ---------

[Date]

[Name]
[Address]

Re:  Bailment Arrangements

Dear [___________]:

         As Bailee under the Master Bailment Agreement (as defined in the Stock
Repurchase Agreement), Remington Arms Company, Inc. ("Remington") is hereby
authorized and directed to deliver to RACI Holding, Inc. (the "Company"), for
and on my behalf, Certificate No. A-64 representing in the aggregate 336 shares
of common stock, par value $.01 per share, of the Company, in connection with
the Company's purchase of such shares from me. Pursuant to Paragraph 5 of the
Master Bailment Agreement, I have enclosed the receipts for such shares
originally provided to me by Remington.

         Sincerely,




         Robert L. Euritt

                                       5



                                                                       EXHIBIT B
                                                                       ---------

                                   STOCK POWER

         FOR VALUE RECEIVED, I, Robert Euritt, hereby sell, assign and transfer
unto RACI Holding, Inc. (the "Corporation") three hundred thirty-six (336)
shares of the common stock of the Corporation standing in my name on the books
of the Corporation represented by Certificate No. A-64, and do hereby
irrevocably constitute and appoint [_____________] as Attorney to transfer the
said shares on the Books of the Corporation with full power of substitution in
the premises.

Dated:




                                        ___________________________________
                                        Robert L. Euritt





In the presence of ____________________________

                                       6



                                                                       EXHIBIT C
                                                                       ---------

                            CROSS-RECEIPT RELATING TO
                         THE TERMS OF THE MARCH 31, 2003
                           SHARE REPURCHASE AGREEMENT

         I, Robert L. Euritt, hereby acknowledge receipt from RACI Holding, Inc.
(the "Company") of a check in the amount of $74,024.16, which amount is in full
payment of the purchase price for the 336 Shares of the Company's Common Stock,
par value $.01 per share that the Company is repurchasing from me.

Dated : March 17, 2003
        ____________________________


                                        /s/  Robert L. Euritt
                                        ___________________________________
                                        Robert L. Euritt




         The Company hereby acknowledges receipt from Remington Arms Company,
Inc., acting at the direction of and on behalf of Robert L. Euritt, of
Certificate No. A-64, three hundred thirty-six (336) shares of Common Stock, and
an executed stock power relating thereto.

Dated: March 17, 2003
      ____________________________


                                        RACI Holding, Inc.

                                        By: /s/  Mark Little
                                            ________________________________
                                            Name:  M. Little
                                            Title: Exec. VP, CFO, CAO, Treasurer

                                       7

EX-12.1

                                                                    Exhibit 12.1

                  REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES
         Statement Re: Computation of Ratio of Earnings to Fixed Charges
                              (Dollars in Millions)



                                   -------     -------     -------     -------     -------
                                     2002        2001        2000        1999        1998
                                   -------     -------     -------     -------     -------
                                                                    
Earnings:
   Net Income (Loss)               $  20.0     $  13.7     $  19.9     $  23.0     $  17.2
   Add:
      Income Taxes                    13.9         8.5        12.5        14.7        11.1
      Interest Expense (a)            12.3        15.3        15.6        14.1        19.2
      Portion of Rents
        Representative of
        Interest Factor                0.1         0.1         0.1         0.1         0.1
                                   -------     -------     -------     -------     -------
                                   $  46.3     $  37.6     $  48.1     $  51.9     $  47.6
                                   =======     =======     =======     =======     =======
Fixed Charges:
      Interest Expense (a)         $  12.3     $  15.3     $  15.6     $  14.1     $  19.2
      Capitalized Interest             0.1         0.1         0.5        --          --
      Portion of Rents
        Representative of
        Interest Factor                0.1         0.1         0.1         0.1         0.1
                                   -------     -------     -------     -------     -------
                                   $  12.5     $  15.5     $  16.2     $  14.2     $  19.3
                                   =======     =======     =======     =======     =======

        Ratio of Earnings to
           Fixed Charges               3.7x        2.4x        3.0x        3.7x        2.5x


(a) Includes amortization of discount on indebtedness and excludes capitalized
    interest.

EX-21.1

                                                                    Exhibit 21.1



              List of Subsidiaries of Remington Arms Company, Inc.




RBC Holding, Inc. (Delaware)
RA Brands, L.L.C. (Delaware)
RA Factors, Inc. (Delaware)

EX-23.1

                                                                    Exhibit 23.1


We hereby consent to the use in this Registration Statement on S-4 of Remington
Arms Company, Inc. of our report dated March 3, 2003 relating to the financial
statements of Remington Arms Company, Inc., which appear in such Registration
Statement. We also consent to the references to us under the headings "Summary
Consolidated Financial Data" and "Selected Historical Consolidated Financial
Data" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
March 28, 2003

EX-25.1

                                                                    EXHIBIT 25.1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM T-1

                         STATEMENT OF ELIGIBILITY UNDER
                      THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE
               Check if an Application to Determine Eligibility of
                     a Trustee Pursuant to Section 305(b)(2)
             -------------------------------------------------------

                         U.S. BANK NATIONAL ASSOCIATION
               (Exact name of Trustee as specified in its charter)

                                   31-0841368
                       I.R.S. Employer Identification No.

- ---------------------------------------- ---------------------------------------
       180 East Fifth Street
        St. Paul, Minnesota                               55101
- ---------------------------------------- ---------------------------------------
(Address of principal executive offices)                (Zip Code)
- ---------------------------------------- ---------------------------------------

                               Richard H. Prokosch
                         U.S. Bank National Association
                              180 East Fifth Street
                               St. Paul, MN 55101
                                 (651) 244-0721
            (Name, address and telephone number of agent for service)

                          REMINGTON ARMS COMPANY, INC.
                     (Issuer with respect to the Securities)

- ---------------------------------------- ---------------------------------------
             Delaware                                  51-0350935
- ---------------------------------------- ---------------------------------------

- ---------------------------------------- ---------------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)
- ---------------------------------------- ---------------------------------------

- ---------------------------------------- ---------------------------------------
        870 Remington Drive
           P.O. Box 700
      Madison, North Carolina                         27025-0700
- ---------------------------------------- ---------------------------------------
(Address of Principal Executive Offices)              (Zip Code)
- ---------------------------------------- ---------------------------------------

                          10 1/2% Senior Notes Due 2011
                       (Title of the Indenture Securities)

================================================================================



                                    FORM T-1

Item 1.   GENERAL INFORMATION. Furnish the following information as to the
          Trustee.

          a)   Name and address of each examining or supervising authority to
               which it is subject.
                        Comptroller of the Currency
                        Washington, D.C.

          b)   Whether it is authorized to exercise corporate trust powers.
                        Yes

Item 2.   AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the
          Trustee, describe each such affiliation.
              None

Items 3-15    Items 3-15 are not applicable because to the best of the Trustee's
              knowledge, the obligor is not in default under any Indenture for
              which the Trustee acts as Trustee.

Item 16.  LIST OF EXHIBITS: List below all exhibits filed as a part of this
          statement of eligibility and qualification.

          1.   A copy of the Articles of Association of the Trustee.*

          2.   A copy of the certificate of authority of the Trustee to commence
               business.*

          3.   A copy of the certificate of authority of the Trustee to exercise
               corporate trust powers.*

          4.   A copy of the existing bylaws of the Trustee.*

          5.   A copy of each Indenture referred to in Item 4. Not applicable.

          6.   The consent of the Trustee required by Section 321(b) of the
               Trust Indenture Act of 1939, attached as Exhibit 6.

          7.   Report of Condition of the Trustee as of December 31, 2002,
               published pursuant to law or the requirements of its supervising
               or examining authority, attached as Exhibit 7.

    * Incorporated by reference to Registration Number 333-67188.

                                        2



                                      NOTE

     The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of St. Paul, State of Minnesota on the 17th day of March, 2003.

                                     U.S. BANK NATIONAL ASSOCIATION

                                     By:  /s/ Richard H. Prokosch
                                          -------------------------------
                                          Richard H. Prokosch
                                          Vice President

By:  /s/ Julie Eddington
     -------------------------------
     Julie Eddington
     Assistant Vice President

                                        3



                                    EXHIBIT 6

                                     CONSENT

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.

Dated:  March 17, 2003

                                     U.S. BANK NATIONAL ASSOCIATION

                                     By:  /s/ Richard H. Prokosch
                                          -------------------------------
                                          Richard H. Prokosch
                                          Vice President

By:  /s/ Julie Eddington
     -------------------------------
     Julie Eddington
     Assistant Vice President

                                        4



                                    EXHIBIT 7
                         U.S. BANK NATIONAL ASSOCIATION
                        STATEMENT OF FINANCIAL CONDITION
                                AS OF 12/31/2002

                                    ($000's)

                                                     12/31/2002
                                                 --------------

ASSETS
     Cash and Due From Depository Institutions   $   10,868,204
     Federal Reserve Stock                                    0
     Securities                                      28,139,801
     Federal Funds                                      873,395
     Loans & Lease Financing Receivables            116,078,132
     Fixed Assets                                     1,389,233
     Intangible Assets                                9,218,064
     Other Assets                                     9,482,963
                                                 --------------
         Total Assets                            $  176,049,792

LIABILITIES
     Deposits                                    $  121,684,914
     Fed Funds                                        5,858,510
     Treasury Demand Notes                                    0
     Trading Liabilities                                402,464
     Other Borrowed Money                            17,397,658
     Acceptances                                        148,979
     Subordinated Notes and Debentures                5,696,532
     Other Liabilities                                5,200,399
                                                 --------------
     Total Liabilities                           $  156,389,456

EQUITY
     Minority Interest in Subsidiaries           $      992,867
     Common and Preferred Stock                          18,200
     Surplus                                         11,314,669
     Undivided Profits                                7,334,600
                                                 --------------
         Total Equity Capital                    $   19,660,336

Total Liabilities and Equity Capital             $  176,049,792

To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.

U.S. BANK NATIONAL ASSOCIATION

By:  /s/ Richard H. Prokosch
     -------------------------------
     Vice President

Date:  March 17, 2003

                                        5

EX-99.1

                                                                   Exhibit 99.1

                          Remington Arms Company, Inc.
        Reconciliation of Operating Cash Flow to Consolidated EBITDA (A)
                              (Dollars in Millions)



                                                                               Year ended December 31,
                                                                              -------------------------
                                                                                (dollars in millions)
                                                       2002         2001          2000          1999         1998
                                                      ------       ------       -------       -------      -------
                                                                                         
Operating Cash Flow                                    21.7         50.9          22.3          65.2         60.9
     Change in operating Assets and Liabilities        15.2        (20.7)         21.1         (19.0)       (19.9)
     Restructuring                                        -            -             -             -          0.7
     Depreciation & Amortization                      (11.9)       (18.6)        (18.4)        (17.8)       (17.9)
     Change in accounting principle                    (1.4)           -             -             -            -
     Loss on PP&E                                      (0.2)        (0.4)         (0.5)         (0.6)        (0.7)
     Provision for retiree benefits                    (1.8)         3.0          (4.5)         (0.9)        (0.8)
     Provision for deferred taxes                      (1.6)        (0.5)         (0.1)         (3.9)        (5.1)
                                                   --------      -------      --------      --------      -------
Net Income                                             20.0         13.7          19.9          23.0         17.2

     Depreciation & Amortization (B)                   10.0         16.9          16.4          16.0         15.9
     Interest Expense                                  12.3         15.3          15.6          14.1         19.2
     Provision for Income Taxes                        13.9          8.5          12.5          14.7         11.1
     Other noncash charges                              1.0          1.1           1.2           6.2          1.1
     Non-recurring charges                              2.1          1.3           0.5             -         (0.3)
     Special Payment                                    1.8            -           6.9             -            -
                                                   --------      -------      --------      --------      -------
Consolidated EBITDA                                    61.1         56.8          73.0          74.0         64.2
                                                   ========      =======      ========      ========      =======


Notes:

(A)  "Consolidated EBITDA" as presented herein is a measure of our financial
     performance that is used in the indenture for Remington's 10 1/2% Senior
     Notes due 2011. As defined in the indenture, Consolidated EBITDA represents
     net income adjusted to exclude income taxes, interest expense, and
     depreciation and amortization, as well as items such as non-cash items,
     gain or loss on asset sales or write-offs, extraordinary, unusual or
     nonrecurring items, and certain "special payments" to Remington employees
     who hold options and deferred shares in respect of Holding common stock,
     consisting of amounts that are treated as compensation expense by Remington
     and are paid in connection with payments of dividends to holders of Holding
     common stock. We present Consolidated EBITDA because it is one of the
     measures upon which management assesses our financial performance, and is a
     measure of our financial performance that is used in the indenture for
     Remington's 10 1/2% Senior Notes due 2011 to test the permissibility of
     specified types of transactions. Among other provisions, Consolidated
     EBITDA is used in the indenture to test whether Remington and its
     subsidiaries may incur additional debt. Holders of Remington's 10 1/2%
     Senior Notes due 2011 may view Consolidated EBITDA as a measure of our
     ability to service debt and of our financial performance. While providing
     useful information, Consolidated EBITDA should not be considered in
     isolation or as a substitute for consolidated statement of operations and
     cash flows data prepared in accordance with generally accepted accounting
     principles and should not be construed as an indication of a company's
     operating performance or as a measure of liquidity.

(B)  Excludes amortization of deferred financing costs of $1.9 million, $1.7
     million, $2.0 million, $1.8 million and $2.0 million in 2002, 2001, 2000,
     1999 and 1998, respectively, which is included in interest expense.

EX-99.2

                                                                   Exhibit 99.2

                             LETTER OF TRANSMITTAL

                                      OF

                         REMINGTON ARMS COMPANY, INC.

OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 10 1/2% SENIOR NOTES DUE 2011 ISSUED
           ON JANUARY 24, 2003 FOR AN EQUAL PRINCIPAL AMOUNT OF ITS
 10 1/2% SENIOR NOTES DUE 2011 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES
              ACT OF 1933, AS AMENDED, PURSUANT TO THE PROSPECTUS
                            DATED [        ], 2003

  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
  [        ], 2003 UNLESS THE EXCHANGE OFFER IS EXTENDED (THE "EXPIRATION
  DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
  THE EXPIRATION DATE. IF THE EXPIRATION DATE HAS BEEN EXTENDED, TENDERS
  PURSUANT TO THE EXCHANGE OFFER AS OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE
  MAY NOT BE WITHDRAWN AFTER THE DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION
  DATE.

                 The Exchange Agent for the Exchange Offer is:

                        U.S. Bank National Association

           By Mail, Hand Delivery or   For Information, Call:
              Overnight Courier:           (800) 934-6802
              U.S. Bank National
                  Association         By Facsimile Transmission:
            Corporate Trust Office     (Eligible Institutions
              180 East 5th Street     only. See Instruction 4.)
           St. Paul, Minnesota 55101       (651) 244-1537
           Attention: Rick Prokosch
                                                     -

                                        To Confirm Facsimile
                                           Transmissions:
                                       (Eligible Institutions
                                      only. See Instruction 4.)
                                           (800) 934-6802

                                                     -

   DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF
TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS
COMPLETED. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE
PROVIDED THEREFOR, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH BELOW. SEE INSTRUCTION 8.

   DESCRIPTION OF OLD NOTES (See Instructions 2 and 3.)



 Name(s) and address(es) of
     Registered Owner(s)
 (Please fill in, if blank,
exactly as name(s) appear(s)                    Notes Tendered
       on Old Note(s))              (Attach additional list if necessary)
- -------------------------------------------------------------------------------
                                                                    Principal
                               Certificate   Aggregate Principal      Amount
                               Number(s)(*) Amount of Old Notes(*) Tendered(**)
- -------------------------------------------------------------------------------
                                                          

                               ------------------------------------------------

                               ------------------------------------------------

                               ------------------------------------------------

                               ------------------------------------------------

                               ------------------------------------------------
                       Total:
- -------------------------------------------------------------------------------
 (*) Need not be completed if Old Notes are being transferred by book-entry
     transfer.
(**) Unless otherwise indicated, it will be assumed that ALL Old Notes
     described above are being tendered. See Instruction 3.
                                    -                 -                 -




   The undersigned acknowledges that he, she or it has received and reviewed
this Letter of Transmittal (the "Letter") and the Prospectus, dated [        ],
2003 (the "Prospectus"), of Remington Arms Company, Inc. (the "Company"),
relating to its offer to exchange up to $200,000,000 aggregate principal amount
of its 10 1/2% Senior Notes due 2011 (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount of its issued and outstanding 10 1/2% Senior Notes
due 2011 (the "Old Notes") from the registered holders thereof (each, a
"Holder" and together, the "Holders"). The Prospectus and this Letter together
constitute the Company's offer to exchange (the "Exchange Offer") its Old Notes
for a like principal amount of its New Notes from the Holders.

   For each Old Note accepted for exchange, the Holder of such Old Note will
receive a New Note having a principal amount equal to that of the surrendered
Old Note. The New Notes will accrue interest from the last interest payment
date on which interest was paid on the Old Notes. Accordingly, registered
Holders of New Notes on the relevant record date for the first interest payment
date following the consummation of the Exchange Offer will receive interest
accruing from the last interest payment date on which interest was paid. Old
Notes accepted for exchange will cease to accrue interest from and after the
date of consummation of the Exchange Offer. Holders of Old Notes whose Old
Notes are accepted for exchange will not receive any payment in respect of
accrued interest on such Old Notes otherwise payable on any interest payment
date the record date for which occurs on or after consummation of the Exchange
Offer.

   This Letter is to be completed by a Holder of Old Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Old Notes, if available, is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company ("DTC") (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer--Book-Entry Transfer" section of the Prospectus. Holders of Old
Notes whose certificates are not immediately available or who are unable to
deliver their certificates or confirmation of the book-entry tender of their
Old Notes into the Exchange Agent's account at the Book-Entry Transfer Facility
(a "Book-Entry Confirmation") and all other documents required by this Letter
to the Exchange Agent on or prior to the Expiration Date, must tender their Old
Notes according to the guaranteed delivery procedures set forth in "The
Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES
NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

                                      2



                  MUTILATED, LOST, STOLEN OR DESTROYED NOTES

[_] CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING NOTES THAT YOU OWN HAVE
    BEEN MUTILATED, LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 9.

                               -----------------


                              BOOK-ENTRY TRANSFER

[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
    MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
    TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE
    BOOK-ENTRY TRANSFER FACILITY MAY DELIVER NOTES BY BOOK-ENTRY TRANSFER):

       Name of Tendering Institution____________________________________________

       Account Number___________________________________________________________

       Transaction Code Number__________________________________________________

                              GUARANTEED DELIVERY

[_] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
    GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
    FOLLOWING. (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED
    DELIVERY):

       Name(s) of Registered Holder(s)__________________________________________

       Window Ticket Number (if any)____________________________________________

       Date of Execution of Notice of Guaranteed Delivery_______________________

       Name of Institution that Guaranteed Delivery_____________________________

       If delivered by book-entry transfer:

       Account Number at Book-Entry Transfer Facility___________________________

       Transaction Code Number__________________________________________________

[_] CHECK HERE IF YOU ARE A BROKER-DEALER ENTITLED, PURSUANT TO THE TERMS OF
    THE REGISTRATION RIGHTS AGREEMENT REFERRED TO IN THE PROSPECTUS, TO
    RECEIVE, AND WISH TO RECEIVE, 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10
    COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO WITHIN 90 DAYS AFTER THE
    EXPIRATION DATE.

       Name_____________________________________________________________________

       Address__________________________________________________________________

 If the undersigned is not a broker-dealer, the undersigned represents that it
 is not engaged in, and does not intend to engage in, a distribution of New
 Notes. If the undersigned is a broker-dealer that will receive New Notes for
 its own account in exchange for Old Notes that were acquired as a result of
 market-making activities or other trading activities, it acknowledges and
 represents that it will deliver a prospectus meeting the requirements of the
 Securities Act, in connection with any resale of such New Notes; however, by
 so acknowledging and representing and by delivering such a prospectus the
 undersigned will not be deemed to admit that it is an "underwriter" within the
 meaning of the Securities Act. If the undersigned is a broker-dealer that will
 receive New Notes, it represents that the Old Notes to be exchanged for the
 New Notes were acquired as a result of market-making activities or other
 trading activities. In addition, such broker-dealer represents that it is not
 acting on behalf of any person who could not truthfully make the foregoing
 representations.


                                      3



                   NOTE: SIGNATURES MUST BE PROVIDED BELOW.
             PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

LADIES AND GENTLEMEN:

   Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Notes described above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company all right, title
and interest in and to such Old Notes as are being tendered hereby and any and
all Notes or other securities issued, paid or distributed or issuable, payable
or distributable in respect of such Notes on or after [      ], 2003.

   The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent, attorney-in-fact and proxy
with respect to Old Notes tendered hereby, with full power of substitution
(such power of attorney being deemed to be an irrevocable power coupled with an
interest), among other things, to cause the Old Notes to be assigned,
transferred and exchanged.

   The undersigned hereby represents and warrants (a) that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes,
(b) that when such Old Notes are accepted for exchange, the Company will
acquire good and unencumbered title to such notes, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim and
such Old Notes will not have been transferred to the Company in violation of
any contractual or other restriction on the transfer thereof, (c) that any New
Notes acquired in exchange for Old Notes tendered hereby will have been
acquired in the ordinary course of business of the person receiving such New
Notes, whether or not such person is the undersigned, (d) that neither the
Holder of such Old Notes nor any such other person is participating in, intends
to participate in, or has an arrangement or understanding with any person to
participate in the distribution (within the meaning of the Securities Act) of
Old Notes or New Notes, (e) that neither the Holder of such Old Notes nor any
such other person is an "affiliate," as defined in Rule 405 under the
Securities Act, of the Company and (f) that neither the Holder of such Old
Notes nor such other person is acting on behalf of any person who could not
truthfully make the foregoing representations and warranties.

   The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued pursuant to the Exchange Offer in exchange
for the Old Notes may be offered for resale, resold and otherwise transferred
by Holders thereof (other than any such Holder that is a broker-dealer or an
"affiliate" of the Company within the meaning of Rule 405 of the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such New Notes are acquired in
the ordinary course of such Holder's business, at the time of commencement of
the Exchange Offer such Holder has no arrangement or understanding with any
person to participate in a distribution of such New Notes, and such Holder is
not engaged in, and does not intend to engage in, a distribution of such New
Notes. However, the SEC has not considered the Exchange Offer in the context of
a no-action letter and there can be no assurance that the staff of the SEC
would make a similar determination with respect to the Exchange Offer as in
other circumstances. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in a
distribution of New Notes and has no arrangement or understanding to
participate in a distribution of New Notes. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, it represents that the Old Notes to be exchanged for the New Notes
were acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes; however, by so acknowledging and by delivering a prospectus meeting the
requirements of the Securities Act, the undersigned will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.

   The SEC has taken the position that such broker-dealers may fulfill their
prospectus delivery requirements with respect to the New Notes (other than a
resale of New Notes received in exchange for an unsold allotment from the
original sale of the Old Notes) with the Prospectus. The Prospectus, as it may
be amended or supplemented from time to time, may be used by certain
broker-dealers (as specified in the Registration Rights Agreement referenced in
the Prospectus) ("Participating Broker-Dealers") for a period of time, starting
on the Expiration Date and ending on the close of business 90 days after the

                                      4



Expiration Date in connection with the sale or transfer of such New Notes. The
Company has agreed that, for such period of time, it will make the Prospectus
(as it may be amended or supplemented) available to such a broker-dealer which
elects to exchange Old Notes, acquired for its own account as a result of
market making or other trading activities, for New Notes pursuant to the
Exchange Offer for use in connection with any resale of such New Notes. By
accepting the Exchange Offer, each broker-dealer that receives New Notes
pursuant to the Exchange Offer acknowledges and agrees to notify the Company
prior to using the Prospectus in connection with the sale or transfer of
New Notes and agrees that, upon receipt of notice from the Company of the
happening of any event which makes any statement in the Prospectus untrue in
any material respect or which requires the making of any changes in the
Prospectus in order to make the statements therein (in light of the
circumstances under which they were made) not misleading, such broker-dealer
will suspend use of the Prospectus until (i) the Company has amended or
supplemented the Prospectus to correct such misstatement or omission and (ii)
either the Company has furnished copies of the amended or supplemented
Prospectus to such broker-dealer or, if the Company has not otherwise agreed to
furnish such copies and declines to do so after such broker-dealer so requests,
such broker-dealer has obtained a copy of such amended or supplemented
Prospectus as filed with the SEC. Except as described above, the Prospectus may
not be used for or in connection with an offer to resell, a resale or any other
retransfer of New Notes. A broker dealer that would receive New Notes for its
own account for its Old Notes, where such Old Notes were not acquired as a
result of market-making activities or other trading activities, will not be
able to participate in the Exchange Offer.

   The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby.

   All authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned.

   Tenders of Old Notes made pursuant to the Exchange Offer are irrevocable,
except that Old Notes tendered pursuant to the Exchange Offer may be withdrawn
at any time prior to the Expiration Date (or such later date as may apply if
the Exchange Offer is extended). See information described in "The Exchange
Offer--Withdrawal of Tenders" section of the Prospectus.

   The undersigned understands that tender of Old Notes pursuant to any of the
procedures described in the "Procedures for Tendering" section of the
Prospectus and in the instructions hereto will constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions set forth in the Prospectus, including the undersigned's
representation that the undersigned owns the Old Notes being tendered. The
undersigned recognizes that, under certain circumstances set forth in the
Prospectus, the Company may not be required to accept for exchange any of the
Notes tendered hereby.

                                      5



   Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes
not exchanged) to the undersigned at the address shown above in the box
entitled "Description of Old Notes."

   THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS
SET FORTH IN SUCH BOX ABOVE.


                               PLEASE SIGN HERE
                  (TO BE COMPLETED BY ALL TENDERING HOLDERS)
             ____________________________________________________________ , 2003
             ____________________________________________________________ , 2003

        ---------------------------------------------------------------

        ---------------------------------------------------------------
                             Signature(s) of Owner

             Area Code and Telephone Number ____________________________________
             Dated: _____________________________________________________ , 2003

- --------------------------------------------------------------------------------

 If a Holder is tendering an Old Note, this Letter must be signed by the
 registered Holder(s) exactly as the name(s) appear(s) on the certificate(s)
 for the Old Note or by any person(s) authorized to become registered Holder(s)
 by endorsements and documents transmitted herewith. If signature is by a
 trustee, executor, administrator, guardian, officer or other person acting in
 a fiduciary or representative capacity, please set forth full title. See
 Instruction 4.

 Name(s): ______________________________________________________________________
                            (Please Type or Print)
 Capacity (full title): ________________________________________________________

 Address: ______________________________________________________________________

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                  (Zip Code)
 Area Code and Telephone Number: _______________________________________________

 Tax Identification or Social Security Number: _________________________________
- --------------------------------------------------------------------------------

                           GUARANTEE OF SIGNATURE(S)
                        (IF REQUIRED BY INSTRUCTION 4)

 SIGNATURE(S) GUARANTEED BY
 AN ELIGIBLE INSTITUTION: ______________________________________________________
                            (Authorized Signature)
 Name: _________________________________________________________________________

 Capacity (full title): ________________________________________________________

 Name of Firm: _________________________________________________________________

 Address: ______________________________________________________________________

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                                                     (Zip Code)
 Area Code and Telephone Number: _______________________________________________

 Dated: __________________________________________________________________, 2003

    (PLEASE COMPLETE ACCOMPANYING IRS FORM W-9 HEREIN. SEE INSTRUCTION 8.)


                                      6



                                                                
              SPECIAL ISSUANCE INSTRUCTIONS                                     SPECIAL DELIVERY INSTRUCTIONS
              (See Instructions 4, 5 and 6)                                     (See Instructions 4, 5 and 6)
   To be completed ONLY if certificates for Old Notes                 To be completed ONLY if certificates for Old Notes
 not exchanged and/or New Notes are to be issued in the             not exchanged and/or New Notes are to be sent to
 name of and sent to someone other than the person or               someone other than the person or persons whose
 persons whose signature(s) appear(s) on this Letter                signature(s) appear(s) on this Letter above or to such
 above, or if Old Notes delivered by book-entry transfer            person or persons at an address other than shown in the
 which are not accepted for exchange are to be returned             box entitled "Description of Old Notes" on this Letter
 by credit to an account maintained at the Book-Entry               above.
 Transfer Facility other than the account indicated above.

 Issue: New Notes and/or Old Notes to:                              Mail: New Notes and/or Old Notes to:
- ----------------------------------------------------------------------------------------------------------------------------

 Name(s): ________________________________________________          Name(s): ______________________________________________
                  (Please Type or Print)                                            (Please Type or Print)
 _________________________________________________________          _______________________________________________________
                  (Please Type or Print)                                            (Please Type or Print)

 Address: ________________________________________________          Address: ______________________________________________
 _________________________________________________________          _______________________________________________________
 _________________________________________________________          _______________________________________________________
 _________________________________________________________          _______________________________________________________
                                               (Zip Code)                                                       (Zip Code)
__________________________________________________________         ________________________________________________________
       (Tax Identification or Social Security No.)                       (Tax Identification or Social Security No.)
        (See Substitute Form W-9 Included Herein)                         (See Substitute Form W-9 Included Herein)

  [_] Credit unexchanged Old Notes delivered by
      book-entry transfer to the Book-Entry Facility
      account set forth below:
 _________________________________________________________
              (Book-Entry Transfer Facility
              Account Number, If Applicable)



IMPORTANT:  UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS
                   LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES
                   FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER
                   REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT
                   PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
                   DATE.

                                      7



                                 INSTRUCTIONS

 FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE ANY AND ALL
    OUTSTANDING 10 1/2% SENIOR NOTES DUE 2011 ISSUED ON JANUARY 24, 2003 OF
  REMINGTON ARMS COMPANY, INC. FOR 10 1/2% SENIOR NOTES DUE 2011 OF REMINGTON
  ARMS COMPANY, INC., WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
       1933, AS AMENDED, PURSUANT TO THE PROSPECTUS DATED [      ], 2003

   1.  Delivery of this Letter and Notes; Guaranteed Delivery Procedures.  This
Letter is to be completed by Holders of Old Notes either if certificates are to
be forwarded herewith or if tenders are to be made pursuant to the procedures
for tender by book-entry transfer set forth in "The Exchange Offer--Procedures
for Tendering" section of the Prospectus and an Agent's Message is not
delivered. Certificates for all physically tendered Old Notes, or Book-Entry
Confirmation (as defined below), as the case may be, as well as a properly
completed and duly executed Letter (or manually signed facsimile hereof) and
any other documents required by this Letter, must be received by the Exchange
Agent at the address set forth herein on or prior to the Expiration Date, or
the tendering Holder must comply with the guaranteed delivery procedures set
forth below. Old Notes tendered hereby must be in denominations of principal
amount of $1,000 and any integral multiple thereof. Tenders by book-entry
transfer may also be made by delivering an Agent's Message in lieu of this
Letter. "Agent's Message" means a message transmitted by the Book-Entry
Transfer Facility to, and received by, the Exchange Agent and forming a part of
a Book-Entry Confirmation (as defined below), which message states that the
Book-Entry Transfer Facility has received an express acknowledgment from the
participant in the Book-Entry Transfer Facility tendering the Old Notes which
are the subject of the Book-Entry Confirmation that such participant has
received and agrees to be bound by the Letter and that the Company may enforce
the Letter against such participant. "Book-entry confirmation" means a timely
confirmation of book-entry transfer of Notes into the Exchange Agent's account
at the Book-Entry Transfer Facility.

   Holders whose certificates are not immediately available or who cannot
deliver their certificates and all other required documents to the Exchange
Agent prior to 5:00 P.M., New York City time, on the Expiration Date or who
cannot complete the procedure for book-entry transfer prior to 5:00 P.M., New
York City time, on the Expiration Date may tender their Old Notes by properly
completing and duly executing a Notice of Guaranteed Delivery pursuant to the
guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus. Pursuant to such procedures:
(i) such tender must be made by or through an Eligible Institution (as defined
below); (ii) prior to 5:00 P.M., New York City time, on the Expiration Date,
the Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Letter (or a facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Company (by
facsimile transmission, mail or hand delivery), setting forth the name and
address of the Holder of Old Notes and the amount of Old Notes tendered,
stating that the tender is being made thereby and guaranteeing that within
three New York Stock Exchange ("NYSE") trading days after the date of execution
of the Notice of Guaranteed Delivery, the certificates for all
physically-tendered Old Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and any other documents required by this
Letter will be deposited by the Eligible Institution with the Exchange Agent,
and (iii) the certificates for all physically-tendered Old Notes, in proper
form for transfer, or a Book-Entry Confirmation, as the case may be, and all
other documents required by this Letter, are received by the Exchange Agent
within three NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.

   THE METHOD OF DELIVERY OF THIS LETTER, THE OLD NOTES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE
EXCHANGE AGENT. IF OLD NOTES ARE SENT BY MAIL, IT IS RECOMMENDED THAT THE
MAILING BE BY REGISTERED OR CERTIFIED MAIL, PROPERLY INSURED, WITH RETURN
RECEIPT REQUESTED, MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO
PERMIT DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
ON THE EXPIRATION DATE.

   THE COMPANY WILL NOT ACCEPT ANY ALTERNATIVE, CONDITIONAL OR CONTINGENT
TENDERS. EACH TENDERING HOLDER, BY EXECUTION OF A LETTER OF TRANSMITTAL (OR
FACSIMILE THEREOF OR AGENT'S MESSAGE IN LIEU THEREOF), WAIVES ANY RIGHT TO
RECEIVE ANY NOTICE OF THE ACCEPTANCE OF SUCH TENDER.

                                      8



   2.  Inadequate Space.  If the space provided in the box captioned
"Description of Notes Tendered" above is inadequate, the certificate number(s)
and/or the principal amount of Notes and any other required information should
be listed on a separate signed schedule and such schedule should be attached to
this Letter.

   3.  Partial Tenders (Not Applicable to Noteholders Who Tender by Book-Entry
Transfer).  If fewer than all of the Old Notes evidenced by a submitted
certificate are to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of Old Notes to be tendered in the box entitled
"Description of Old Notes--Principal Amount of Notes Tendered." A reissued
certificate representing the balance of nontendered Old Notes will be sent to
such tendering Holder(s), unless otherwise provided in the appropriate box on
this Letter, promptly after the Expiration Date. ALL OF THE OLD NOTES DELIVERED
TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE
INDICATED.

   4.  Signatures on this Letter; Bond Powers and Endorsements.  If this Letter
is signed by the registered Holder(s) of the Notes tendered hereby, the
signature(s) must correspond exactly with the name(s) as written on the face of
the certificate(s) without any change whatsoever.

   If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter.

   If any of the Old Notes are registered in different name(s) on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters (or facsimiles thereof or Agent's Messages in lieu thereof) as
there are different registrations of certificates.

   If this Letter is signed by the registered Holder(s) of the Old Notes
specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the New Notes are to be issued,
or any untendered Old Notes are to be reissued, to a person other than the
registered Holder, then endorsements of any certificates transmitted hereby or
separate bond powers are required. Signatures on such certificate(s) must be
guaranteed by an Eligible Institution (as defined below).

   If this Letter is signed by a person other than the registered Holder(s) of
any certificate(s) specified herein, such certificate(s) must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name or names of the registered Holder(s) appear(s) on the certificate(s) and
the signatures on such certificate(s) must be guaranteed by an Eligible
Institution.

   If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and must submit proper evidence
satisfactory to the Company of such persons' authority to so act, unless such
submission is waived by the Company.

   ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON BOND POWERS
REQUIRED BY THIS INSTRUCTION 4 MUST BE GUARANTEED BY A FIRM WHICH IS A BANK,
BROKER, DEALER, CREDIT UNION, SAVINGS ASSOCIATION OR OTHER ENTITY WHICH IS A
MEMBER IN GOOD STANDING OF A RECOGNIZED MEDALLION PROGRAM APPROVED BY THE
SECURITITES TRANSFER ASSOCIATION INC., INCLUDING THE SECURITIES TRANSFER AGENTS
MEDALLION PROGRAM (STAMP), THE STOCK EXCHANGE MEDALLION PROGRAM (SEMP) AND THE
NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM (MSP), OR ANY OTHER
"ELIGIBLE GUARANTOR INSTITUTION" (AS DEFINED IN RULE 17AD-15 UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) (EACH OF THE FOREGOING, AN
"ELIGIBLE INSTITUTION").

   SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION,
PROVIDED THE OLD NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF OLD NOTES
(WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN
THE BOOK-ENTRY TRANSFER

                                      9



FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER
OF SUCH OLD NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE
INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" IN THIS LETTER, OR (II) FOR
THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

   5.  Special Issuance and Delivery Instructions.  Tendering Holders of Old
Notes should indicate in the applicable box the name and address to which New
Notes issued pursuant to the Exchange Offer and/or substitute certificates
evidencing Old Notes not exchanged are to be issued or sent, if different from
the name or address of the person signing this Letter. In the case of issuance
in a different name, the employer identification or social security number of
the person named must also be indicated. Holders tendering Old Notes by
book-entry transfer may request that Old Notes not exchanged be credited to
such account maintained at the Book-Entry Transfer Facility as such Holder may
designate herein. If no such instructions are given, such Old Notes not
exchanged will be returned to the name and address of the person signing this
Letter.

   6.  Transfer Taxes.  Except as otherwise provided in this Instruction 6, the
Company will pay any transfer taxes with respect to the transfer of Old Notes
to it or its order pursuant to the Exchange Offer. If, however, New Notes or
substitute Old Notes not exchanged are to be delivered to or registered or
issued in the name of, any person other than the registered Holder(s) of the
Old Notes tendered hereby, or if tendered Old Notes are registered in the name
of any person other than the person(s) signing this Letter, or if a transfer
tax is imposed for any reason other than the transfer of Old Notes to the
Company or its order pursuant to the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the registered Holder(s) or any other
person) payable on account of the transfer to such person will be payable by
the Holder(s) tendering hereby. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted herewith, the amount of such
transfer taxes will be billed directly to such tendering Holder(s).

   7.  Waiver of Conditions.  The Company reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.

   8.  Taxpayer Identification Number; Backup Withholding; Substitute Form
W-9.  Under U.S. federal income tax law, a Holder whose tendered Notes are
accepted for payment pursuant to the Exchange Offer may be subject to backup
withholding at a rate of 30% (29% after December 31, 2003). To prevent backup
withholding on any payment made to a tendering Holder pursuant to the Exchange
Offer, such Holder is required to notify the Exchange Agent of such Holder's
current taxpayer identification number ("TIN") by completing the enclosed
Substitute Form W-9, certifying that the TIN provided on that form is correct
(or that such Holder is awaiting a TIN), and that (i) the tendering Holder has
not been notified by the Internal Revenue Service that such Holder is subject
to backup withholding as a result of failure to report all interest or
dividends or (ii) after being so notified, the Internal Revenue Service has
notified such Holder that such Holder is no longer subject to backup
withholding. If the Exchange Agent is not provided with the correct TIN, such
Holder may be subject to a $50 penalty imposed by the Internal Revenue Service
and payments that are made to such Holder with respect to Notes tendered
pursuant to the Exchange Offer may be subject to backup withholding (see below).

   Each tendering Holder is required to give the Exchange Agent the TIN (e.g.,
Social Security number or employer identification number) of the record Holder
of the Notes. If the Notes are registered in more than one name or are not
registered in the name of the actual owner, consult the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report. A tendering Holder who does not
have a TIN may check the box in Part 3 of the Substitute Form W-9 if such
tendering Holder has applied for a number or intends to apply for a TIN in the
near future. If the box in Part 3 is checked, the tendering Holder must also
complete the "Certificate of Awaiting Taxpayer Identification Number" below in
order to avoid backup withholding. If the box is checked, payments made will be
subject to backup withholding unless the tendering Holder has furnished the
Exchange Agent with his or her TIN by the time payment is made. A tendering
Holder who checks the box in Part 3 in lieu of furnishing such Holder's TIN
should furnish the Exchange Agent with such Holder's TIN as soon as it is
received.

   Certain Holders of Old Notes (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding
requirements. To avoid possible erroneous backup withholding, a tendering
Holder who is exempt from backup withholding should complete the Substitute
Form W-9 by providing his or her correct TIN, signing and dating the form, and
writing exempt on the face of the form. A tendering Holder who is a foreign
individual or a foreign

                                      10



entity should also submit to the Exchange Agent a certification of foreign
status on the appropriate IRS form (which the Exchange Agent will provide upon
request), signed under penalty of perjury, attesting to the Holder's exempt
status. Tendering Holders are urged to consult their own tax advisors to
determine whether they are exempt from these backup withholding and reporting
requirements.

   If backup withholding applies, the Exchange Agent is required to withhold
30% (29% after December 31, 2003) of any payments to be made to the Holder
under the New Notes. Backup withholding is not an additional tax. Rather, the
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained by filing a tax return with the Internal Revenue
Service. The Exchange Agent cannot refund amounts withheld by reason of backup
withholding.

   9.  Mutilated, Lost, Destroyed or Stolen Certificates.  Any Holder whose
certificate(s) representing Old Notes have been mutilated, lost, destroyed or
stolen should promptly notify the Exchange Agent at the address included herein
or at (800) 934-6802 for further instructions. This Letter and related
documents cannot be processed until the procedures for replacing mutilated,
lost, destroyed or stolen certificate(s) have been followed.

   10.  Withdrawal Rights.  Except as otherwise provided herein, tenders of Old
Notes may be withdrawn at any time prior to 5:00 P.M., New York City time, on
the Expiration Date. For a withdrawal to be effective, a written, telegraphic,
telex or facsimile transmission notice of withdrawal must be timely received by
the Exchange Agent at the address set forth above prior to 5:00 P.M., New York
City time, the Expiration Date. Any such notice of withdrawal must (i) specify
the name of the person who tendered the Old Notes to be withdrawn, (ii)
identify the Old Notes to be withdrawn, including the aggregate principal
amount of such Old Notes or, in the case of Notes transferred by book-entry
transfer, specify the number of the account at the Book-Entry Transfer Facility
from which the Old Notes were tendered and specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Old Notes and otherwise comply with the procedures of such facility; (iii)
contain a statement that such Holder is withdrawing its election to have such
Old Notes exchanged; (v) specify the name in which such Old Notes are
registered, if different from that of the person who tendered the Old Notes.

   All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by the Company, whose determination
shall be final and binding on all parties.

   Any Old Notes so withdrawn will be deemed not to have been validly tendered
for exchange for purposes of the Exchange Offer and no New Notes will be issued
with respect thereto unless the Old Notes so withdrawn are validly retendered.
Properly withdrawn Old Notes may be retendered by following the procedures
described above at any time on or prior to 5:00 P.M., New York City time, on
the Expiration Date with respect to such Old Notes.

   Any Old Notes that have been tendered for exchange but which are not
exchanged for any reason will be returned to the tendering Holder thereof
without cost to such Holder (or, in the case of Old Notes tendered by
book-entry transfer into the Exchange Agent's account at the Book-Entry
Transfer Facility pursuant to the book-entry transfer procedures set forth in
"The Exchange Offer--Book-Entry Transfer" section of the Prospectus, such Old
Notes will be credited to an account maintained with the Book-Entry Transfer
Facility for the Old Notes) as soon as practicable after withdrawal, rejection
of tender or termination of the Exchange Offer.

   11.  Requests For Assistance and Additional Copies.  Questions and requests
for assistance regarding this Letter, as well as requests for additional copies
of the Prospectus, this Letter, Notices of Guaranteed Delivery and other
related documents may be directed to the Exchange Agent at its address and
telephone number set forth on the front of this Letter.

        
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER REQUIRED
           DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE
           EXPIRATION DATE.



                                      11



                 TO BE COMPLETED BY ALL TENDERING NOTEHOLDERS
                              (See Instruction 9)

                                                                                       
                    Payor's Name: U.S. Bank National Association

- ------------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE                  Name:

Form W-9                    Address:

                            Check appropriate box:
Department of the
Treasury Internal           Individual      [_]               Corporation           [_]
Revenue Service             Partnership     [_]               Other (specify)       [_]
                            --------------------------------------------------------------------------------------------------------
Payer's Request for         Part 1--Please provide your TIN on the line at right and             -----------------------
Taxpayer Identification     certify by signing and dating below.                                   Social Security Number
Number ("TIN") and
Certification                                                                                                 OR

                                                                                                 -----------------------
                                                                                                 Employer Identification Number

                            --------------------------------------------------------------------------------------------------------
                            Part 2--Certification--Under penalties of perjury, I certify that:
                            (1)          The number shown on this form is my correct Taxpayer Identification Number (or I am
                                         waiting for a number to be issued to me) and
                            (2)          I am not subject to backup withholding because: (a) I am exempt from backup withholding;
                                         or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am
                                         subject to backup withholding as a result of a failure to report all interest on dividends,
                                          or (c) the IRS has notified me that I am no longer subject to backup withholding and
                            (3)          I am a U.S. person (including a U.S. resident alien).

                            --------------------------------------------------------------------------------------------------------

                            NAME __________________________________________________
                                                (Please Print)

                            ADDRESS _______________________________________________
                                              (Include Zip Code)

                            SIGNATURE _____________________________________________

                            DATE __________________________________________________

- ------------------------------------------------------------------------------------------------------------------------------------
Certification Instructions--You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to
backup withholding because of under-reporting interest on dividends on your tax return. However, if after being notified by the IRS
that you were subject to backup withholding you received another notification from the IRS stating that you are no longer subject to
backup withholding, do not cross out such item (2).

- ------------------------------------------------------------------------------------------------------------------------------------
Part 3--Awaiting TIN [_]



        YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
                     BOX IN PART 3 OF SUBSTITUTE FORM W-9

                                                                                
       CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
          I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I
       have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue
       Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future.
       I understand that, if I do not provide a taxpayer identification number by the time of payment, all reportable payments
       made to me will be subject to backup withholding but that such amounts will be refunded to me if I then provide a
       Taxpayer Identification Number within sixty (60) days.

       Signature                                                                          Date

       

NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
       WITHHOLDING OF 30% (29% AFTER DECEMBER 31, 2003) OF ANY PAYMENTS MADE TO
       YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED
       GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
       SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

                                      12



   Questions and requests for assistance may be directed to the Exchange Agent
at its address and telephone number set forth below. Additional copies of the
Prospectus, this Letter or other related Exchange Offer materials may be
obtained from the Exchange Agent or from brokers, dealers, commercial banks or
trust companies.

                     The Exchange Agent for the Offer is:

                        U.S. Bank National Association

                                      
  By Mail, Hand Delivery or Overnight          By Facsimile Transmission:
               Courier:                       (Eligible Institutions only)

    U.S. Bank National Association                   (651) 244-1537
        Corporate Trust Office
          180 East 5th Street              To Confirm Facsimile Transmissions:
       St. Paul, Minnesota 55101
       Attention: Rick Prokosch                      (800) 934-6802



                     The Exchange Agent for the Offer is:

                   [LOGO Of U.S. Bank National Association]
                        U.S. Bank National Association
                             Call: (800) 934-6802

EX-99.3

                                                                   Exhibit 99.3

                         NOTICE OF GUARANTEED DELIVERY

                                      FOR

                         REMINGTON ARMS COMPANY, INC.

                         10 1/2% SENIOR NOTES DUE 2011
                   (Not to be used for signature guarantees)

      THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
           NEW YORK CITY TIME ON [        ], 2003, UNLESS EXTENDED.

   This Notice of Guaranteed Delivery or one substantially equivalent hereto
must be used to accept the Exchange Offer made by Remington Arms Company, Inc.,
a Delaware corporation (the "Company") pursuant to the Prospectus, dated
[      ], 2003 (the "Prospectus") if certificates for outstanding 10 1/2%
Senior Notes due 2011 (the "Old Notes" and the certificates representing such
Old Notes, the "Certificates") are not immediately available or time will not
permit the Certificates and all required documents to reach the U.S. Bank
National Association, as exchange agent (the "Exchange Agent") prior to 5:00
P.M., New York City time, on the Expiration Date (as defined in the Prospectus)
or if the procedures for delivery by book-entry transfer, as set forth in the
Prospectus, cannot be completed on a timely basis. This Notice of Guaranteed
Delivery may be delivered by hand or transmitted by facsimile transmission or
mailed to the Exchange Agent. See "The Exchange Offer--Guaranteed Delivery
Procedures" section of the Prospectus.

   In addition, in order to utilize the guaranteed delivery procedure to tender
Old Notes pursuant to the Exchange Offer, a completed, signed and dated Letter
of Transmittal (or facsimile thereof) relating to the tender for exchange of
Old Notes (the "Letter of Transmittal") must also be received by the Exchange
Agent prior to 5:00 P.M., New York City time, on the Expiration Date. Any Old
Notes tendered pursuant to the Exchange Offer may be withdrawn at any time
before the Expiration Date. If the Exchange Offer is extended, tenders pursuant
to the Exchange Offer as of the previously scheduled Expiration Date may not be
withdrawn after the date of the previously scheduled Expiration Date.

                 The Exchange Agent for the Exchange Offer is:

                        U.S. Bank National Association

             By Mail, Hand Delivery or  By Facsimile Transmission:
                Overnight Courier:       (Eligible Institutions*
                U.S. Bank National                only)
                    Association              (651) 244-1537
                180 East 5th Street
             St. Paul, Minnesota 55101    To Confirm Facsimile
               Attn.: Rick Prokosch          Transmissions:
                                         (Eligible Institutions*
                                                  only)
                                             (800) 934-6802
- --------
* as defined in the Letter of Transmittal.

   DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

   THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN ELIGIBLE INSTITUTION (AS DEFINED IN THE LETTER OF TRANSMITTAL)
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

                    THE GUARANTEE BELOW MUST BE COMPLETED.



   Ladies and Gentlemen:

   The undersigned hereby tenders to the Company, in accordance with the terms
and subject to the conditions set forth in the Company's Prospectus dated
[      ], 2003 (the "Prospectus"), and in the related Letter of Transmittal
(which, together with the Prospectus as each may be amended or supplemented
from time to time, collectively constitute the "Exchange Offer"), receipt of
which is hereby acknowledged, the principal amount of Old Notes set forth
below, pursuant to the guaranteed delivery procedures described in "The
Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus.

Certificate Numbers of Old Notes (If Available): _______________________________

OR

Account Number at Book-Entry Transfer Facility:

- --------------------------------------------------------------------------------

Aggregate Principal Amount Represented: ________________________________________

Name(s) of Record Holder(s): ___________________________________________________
                            (Please type or print)

Address(es): ___________________________________________________________________

Daytime Area Code and Tel. No.: ________________________________________________

Signature(s): __________________________________________________________________

- --------------------------------------------------------------------------------

Dated: _________________________________________________________________________

Check if Old Notes will be tendered by book-entry transfer [        ]:

                                      2



                                   GUARANTEE
                   (NOT TO BE USED FOR SIGNATURE GUARANTEE)

   The undersigned, a bank, broker, dealer, credit union, savings association
or other entity which is a member in good standing of a recognized Medallion
Program approved by the Securities Transfer Association Inc., including the
Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange
Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature
Program (MSP), or any other "eligible guarantor institution" as defined in Rule
17Ad-15 under the Securities Exchange Act of 1934 ("Exchange Act"), hereby
guarantees that the Certificates representing the principal amount of Old Notes
tendered hereby in proper form for transfer, or timely confirmation of the
book-entry transfer of such Old Notes into the Exchange Agent's account at the
Depository Trust Company ("DTC") pursuant to the procedures set forth in "The
Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus,
together with any required signature guarantee and any other documents required
by the Letter of Transmittal, will be received by the Exchange Agent at the
address set forth above, no later than three New York Stock Exchange trading
days after the date of execution of this Notice of Guaranteed Delivery.

   The eligible guarantor institution that completes this form must communicate
the guarantee to the Exchange Agent and must deliver the Letter of Transmittal
and Certificates to the Exchange Agent within the time period indicated herein.
Failure to do so may result in financial loss to such eligible guarantor
institution.

Name of Firm:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                             Authorized Signature

Name:

- --------------------------------------------------------------------------------
                            (Please Print or Type)

Title:__________________________________________________________________________

Address:________________________________________________________________________
                                                               Zip Code

Area Code and Tel No.:__________________________________________________________

Dated:__________________________________________________________________________

NOTE:   DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS NOTICE. CERTIFICATES
        FOR OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF YOUR PREVIOUSLY
        EXECUTED LETTER OF TRANSMITTAL.

                                      3



                INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

   1.  Delivery Of This Notice Of Guaranteed Delivery.  A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by
the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York
City time, on the Expiration Date. The method of delivery of this Notice of
Guaranteed Delivery and any other required documents to the Exchange Agent is
at the election and risk of the Holder(s) (as defined in the Letter of
Transmittal) and the delivery will be deemed made only when actually received
by the Exchange Agent. If delivery is by mail, it is recommended that the
mailing be by registered or certified mail, properly insured, with return
receipt requested, made sufficiently in advance of the Expiration Date to
permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time,
on the Expiration Date. For a description of the guaranteed delivery procedure,
see Instruction 1 of the Letter of Transmittal.

   2.  Signatures Of This Notice Of Guaranteed Delivery.  If this Notice of
Guaranteed Delivery is signed by the registered Holder(s) of the Old Notes
referred to herein, the signature(s) must correspond with the name(s) as
written on the face of the Old Notes without any change whatsoever. If this
Notice of Guaranteed Delivery is signed by a participant of the Book-Entry
Transfer Facility whose name appears on a security position listing as the
owner of Old Notes, the signature must correspond with the name shown on the
security position listing as the owner of the Old Notes.

   If this Notice of Guaranteed Delivery is signed by a person other than the
registered Holder(s) of any Old Notes listed or a participant of the Book-Entry
Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by
appropriate bond powers, signed as the name(s) of the registered Holder(s)
appear(s) on the Old Notes or signed as the name of the participant shown on
the Book-Entry Facility's security position listing.

   If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing.

   3.  Requests For Assistance Or Additional Copies.  Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.

                                      4

EX-99.4

                                                                   Exhibit 99.4
                         REMINGTON ARMS COMPANY, INC.

                   Offer to Exchange any and all outstanding

           10 1/2% Senior Notes due 2011 issued on January 24, 2003
               for 10 1/2% Senior Notes due 2011 which have been
                  Registered under the Securities Act of 1933

To Our Clients:

   Enclosed for your consideration is a Prospectus, dated           , 2003 (the
"Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Remington Arms
Company, Inc. (the "Company") to exchange its 10 1/2% Senior Notes due 2011,
which have been registered under the Securities Act of 1933, as amended (the
"New Notes"), for its outstanding 10 1/2% Senior Notes due 2011 (the "Old
Notes") issued on January 24, 2003, upon the terms and subject to the
conditions described in the Prospectus and the Letter of Transmittal. The
Exchange Offer is being made in order to satisfy certain obligations of the
Company contained in the Registration Rights Agreement dated January 24, 2003,
by and among the Company and the initial purchasers referred to therein.

   This material is being forwarded to you as the beneficial owner of the Old
Notes held by us for your account but not registered in your name. A tender of
such Old Notes may only be made by us as the holder of record and pursuant to
your instructions.

   Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Old Notes held by us for your account, pursuant to the terms
and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

   Your instructions should be forwarded to us as promptly as possible in order
to permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 P.M.,
New York City time, on           , 2003, unless extended by the Company (the
"Expiration Date"). Any Old Notes tendered pursuant to the Exchange Offer may
be withdrawn at any time before the Expiration Date. Where the Expiration Date
has been extended, tenders pursuant to the Exchange Offer as of the previously
scheduled Expiration Date may not be withdrawn after the date of the previously
scheduled Expiration Date.

   Your attention is directed to the following:

      1.  The Exchange Offer is for any and all Old Notes.

      2.  The Exchange Offer is subject to certain conditions set forth in the
   Prospectus in the section captioned "The Exchange Offer--Conditions."

      3.  Any transfer taxes incident to the transfer of Old Notes from the
   holder to the Company will be paid by the Company, except as otherwise
   provided in the Instructions in the Letter of Transmittal.

      4.  The Exchange Offer expires at 5:00 P.M., New York City time, on
             , 2003, unless extended by the Company.

   If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. The Letter of Transmittal is furnished to you for information only
and may not be used directly by you to tender Old Notes.



                         INSTRUCTIONS WITH RESPECT TO
                              THE EXCHANGE OFFER

   The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Remington
Arms Company, Inc. with respect to its Old Notes.

   This will instruct you to tender the Old Notes held by you for the account
of the undersigned, upon and subject to the terms and conditions set forth in
the Prospectus and the related Letter of Transmittal.

   The aggregate principal amount of Old Notes held by you for the account of
the undersigned is (fill in amounts, as applicable):

      $         of 101/2% Senior Notes due 2011.

   With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):

      [_] To TENDER $         of Old Notes held by you for the account of the
          undersigned (insert principal amount of Old Notes to be tendered (if
          any)):

      [_] NOT to TENDER any Old Notes held by you for the account of the
          undersigned.

   If the undersigned instructs you to tender Old Notes held by you for the
account of the undersigned, it is understood that you are authorized to make,
on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations that (i) the
New Notes acquired pursuant to the Exchange Offer are being acquired in the
ordinary course of business of the person receiving such New Notes, whether or
not such person is the undersigned, (ii) neither the undersigned nor any such
other person is participating in, intends to participate in or has an
arrangement or understanding with any person to participate in the distribution
(within the meaning of the Securities Act) of Old Notes or New Notes, (iii)
neither the undersigned nor any such other person is an "affiliate," as defined
in Rule 405 under the Securities Act, of the Company, and (iv) neither the
undersigned nor any such other person is acting on behalf of any person who
could not truthfully make the foregoing representations and warranties. If the
undersigned is a broker-dealer that will receive New Notes for its own account
in exchange for Old Notes, it represents that the Old Notes to be exchanged for
the New Notes were acquired by it as a result of market-making activities or
other trading activities and acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such New Notes; however, by so acknowledging and by delivering a prospectus
meeting the requirements of the Securities Act, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

                                      2



                                   SIGN HERE

 Dated: ______________, 2003

 Signature(s): _________________________________________________________________

 Print name(s) here: ___________________________________________________________

 Print Address(es): ____________________________________________________________

 Area Code and Telephone Number(s): ____________________________________________

 Tax Identification or Social Security Number(s): ______________________________

    None of the Old Notes held by us for your account will be tendered unless
 we receive written instructions from you to do so. Unless a specific contrary
 instruction is given in the space provided, your signature(s) hereon shall
 constitute an instruction to us to tender all the Old Notes held by us for
 your account.

                                      3