Exhibit 10.3


 


EXECUTION VERSION


 


INTELLECTUAL PROPERTY SECURITY AGREEMENT


 


This
INTELLECTUAL PROPERTY SECURITY AGREEMENT
(this “Agreement”) is dated as of July 29, 2009, by and among FREEDOM GROUP, INC., a Delaware corporation (“FGI”), REMINGTON ARMS COMPANY, INC., a Delaware corporation  (“Remington”),  THE MARLIN FIREARMS COMPANY, a Connecticut corporation (“Marlin”),
H&R 1871, LLC, a Connecticut
limited liability company (“H&R”), BUSHMASTER FIREARMS
INTERNATIONAL, LLC, a Delaware limited liability company (“Bushmaster”),
DPMS FIREARMS, LLC, a Delaware limited
liability company (“DPMS”), E-RPC, LLC, a
Delaware limited liability company (“E-RPC”), DA
ACQUISITIONS, LLC, a Delaware limited liability company  (“Dakota”), and RA BRANDS, L.L.C.,
a Delaware limited liability company (“Brands”),  RACI HOLDING, INC.,
a Delaware corporation (“RACI”), BUSHMASTER HOLDINGS, LLC,
a Delaware limited liability company  (“Bushmaster
Holdings”), and REMINGTON STEAM, LLC, a New York
limited liability company  (“Steam”; each
of Remington, Marlin, H&R, Bushmaster, DPMS, E-RPC, Dakota, Brands, RACI,
Bushmaster Holdings, and Steam hereinafter referred to individually as a “Guarantor”
and collectively as the “Guarantors”; and together with FGI, the “Companies”), WILMINGTON TRUST FSB, a federal savings bank, in its
capacity as agent (together with its successors in such capacity, “Agent”) for
the Secured Parties (as hereinafter defined).


 


Recitals:


 


FGI and Guarantors are
parties to an Indenture, dated on or about the date hereof, with Agent (as amended,
restated, supplemented or otherwise modified from time to time, the “Indenture”), pursuant to
which FGI is issuing $200,000,000 aggregate amount of its 101⁄4% Senior Secured
Notes due 2015 (the “Notes”), which are
guaranteed by each of the Guarantors.


 


Each Company is a party to a
Security Agreement, dated on or about the date hereof, with Agent (as amended,
restated, supplemented or otherwise modified from time to time, the “Security
Agreement”), pursuant to which the Notes and guarantees under the Indenture are
secured by liens upon substantially all of the assets of each Company.


 


Each Company will receive
substantial benefits from the execution, delivery and performance of the
obligations under the Indenture, the Notes, the Security Agreement and any
Additional Pari Passu Agreement (as defined in the Security Agreement) and each
is, therefore, willing to execute and deliver this Agreement to Agent.


 


In consideration for, among
other things, the execution and delivery of the Indenture and the Notes by the
Agent, each of the Companies agrees to grant a second priority security
interest to the Agent, for the benefit of the Secured Parties (as defined in
the Security Agreement), in and to the Collateral described herein, in each
case in order to ensure and secure the full and prompt payment and performance
of the Obligations (as defined in the Security Agreement), all on the terms set
forth herein.


 


NOW, THEREFORE, for Ten
Dollars ($10.00) in hand paid and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each of the Companies
hereby agrees with Agent as follows:


 

















 


1.                                      Definitions.  Capitalized terms used
herein (including those used in the Recitals hereto), unless otherwise defined,
shall have the meanings ascribed to them in the Security Agreement or the
Indenture, as the context may require. 
As used herein, the term “Full Payment” shall mean full and final
payment of the Obligations leading to Discharge of Obligations; and the term “UCC”
shall mean the Uniform Commercial Code as in effect in the State of New York,
and any successor statute, as in effect from time to time.


 


2.                                      Grant
of Security Interest in Collateral. 
To secure the prompt payment and performance of all of the Obligations,
each Company hereby grants, assigns and pledges to Agent, for the benefit of
the Secured Parties, a continuing security interest in and Lien upon all of the
following property of such Company, whether now existing or hereafter created
or acquired (collectively, the “Intellectual Property Collateral”):


 


(a)                                  the entire right, title and
interest of such Company in and to all patents, patent registrations, and
patent applications, including, without limitation, the patents and
applications listed on Exhibit A attached hereto and made a part
hereof (as the same may be amended from time to time), and (i) all
re-issues, divisions, continuations, renewals, extensions and continuations in
part thereof, (ii) the right to sue for past, present and future
infringements thereof, (iii) all rights corresponding thereto throughout
the world and (iv) all income, royalties, damages and payments now or
hereafter due or payable with respect thereto, including, without limitation,
payments under all licenses entered into in connection therewith and all
damages and payments for past or future infringements, misappropriations or
dilutions thereof and all other proceeds of the foregoing, (all of the
foregoing patents, patent registrations and patent applications are hereinafter
collectively referred to as the “Patents”, and together with the items
described in clauses (i)-(iv), as the “Patent Collateral”);


 


(b)                                 the entire right, title and
interest of such Company in and to all trademarks, trademark registrations,
trade names and trademark applications, including, without limitation, the
trademarks and applications listed on Exhibit B attached hereto and
made a part hereof (as the same may be amended from time to time), and (i) all
re-issues, continuations, extensions and renewals thereof, (ii) the right
to sue for past, present and future infringements or dilutions thereof, (iii) the
goodwill of such Company’s business connected with and symbolized by the
foregoing, (iv) all rights corresponding thereto throughout the world and (v) all
income, royalties, damages and payments now or hereafter due or payable with
respect thereto, including, without limitation, payments under all licenses
entered into in connection therewith and all damages and payments for past or
future infringements, misappropriations or dilutions thereof, and all other
proceeds of the foregoing (all of the foregoing trademarks, trademark
registrations and trademark applications are hereinafter collectively referred
to as the “Trademarks”, and together with the items described in clauses
(i)-(v), as the “Trademark Collateral”);


 


(c)                                  the entire right, title and
interest of such Company in and to all copyrights, copyright registrations and
recordings thereof, and copyright applications, including, without limitation,
the copyrights and applications listed on Exhibit C attached hereto
and made a part hereof (as the same may be amended from time to time), and (i) all
continuations, renewals, and extensions thereof, (ii) the right to sue for
past, present and future infringements or misappropriations thereof, (iii) all
rights corresponding thereto throughout the world and (iv) all income,
royalties, damages and payments now or hereafter due or payable with respect
thereto, including, without limitation, payments under all licenses


 


2

















 


entered into in connection therewith and all damages and payments for
past or future infringements, misappropriations or dilutions thereof, and all
other proceeds of the foregoing, (all of the foregoing copyrights, copyright
registrations and copyright applications are hereinafter collectively referred
to as the “Copyrights”, and together with the items described in clauses
(i)-(iv), as the “Copyright Collateral”); and


 


(d)                                 any and all rights now owned
or hereafter acquired by any Company (but not the obligations of such Company)
under any written agreement granting any exclusive right to use any other
Person’s patents, trademarks, or copyrights, or applications therefor,
including, without limitation, the patents, trademarks and copyrights and
applications therefor listed on Exhibit D attached hereto and made
a part hereof, to the extent permitted thereunder, and all proceeds of the
foregoing (all of the foregoing licenses and other agreements are hereinafter
collectively referred to as the “Intellectual Property Licenses”).


 


3.                                      Representations
and Warranties.  Each Company
represents and warrants to Agent and the other Secured Parties that, to the
best of such Company’s knowledge:


 


(a)                                  Each of the Patents,
Trademarks and Copyrights of such Company is valid and enforceable, and has not
been adjudged invalid or unenforceable, in whole or in part;


 


(b)                                 Subject to the exceptions
disclosed in the attached Exhibits and except for Permitted Liens and licenses
permitted pursuant to paragraphs 6 and 7 below, such Company is the sole
and exclusive owner of the entire and unencumbered right, title and interest in
and to each of the Patents, Trademarks and Copyrights, free and clear of any
Liens, charges and encumbrances, including, without limitation, pledges,
assignments, licenses, registered user agreements and covenants by such Company
not to sue third Persons; and


 


(c)                                  No claim or litigation is
pending or threatened against or affecting such Company contesting its right to
sell or use any Intellectual Property Collateral that would reasonably be
expected to have a Material Adverse Effect.


 


4.                                      Covenants
Regarding Collateral.  Each Company
covenants and agrees with Agent and the other Secured Parties with respect to
its respective portion of the Intellectual Property Collateral that,


 


(a)                                  Except for
those Patents, Trademarks and Copyrights abandoned or disposed of by such
Company in the ordinary course of business (provided such abandonment or
disposition individually or in the aggregate could not reasonably be expected
to have a Material Adverse Effect and, to the extent any Event of Default then
exists, Companies have obtained the written consent of Agent to such
abandonment or disposition), such Company has used, and will continue to use
for the duration of this Agreement, to the extent commercially reasonable and
practicable, proper statutory notice in connection with its use of the Patents,
Trademarks and Copyrights and has made, and will continue to make, to the extent
commercially reasonable and practicable, all appropriate filings with the USPTO
or USCO, as applicable, and any applicable foreign filing offices to maintain
the Patents, Trademarks and Copyrights in existence, and take such other
actions as may be necessary to maintain the registration thereof without loss
of protection therefor, including, without limitation, the filing of all
applications for renewal, affidavits of use, affidavits of noncontestability
and opposition and interference and cancellation proceedings;


 


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(b)                                 Such Company will use
commercially reasonable efforts to maintain the quality of the products
associated with the Trademarks of such Company except for those Trademarks
abandoned by such Company in the ordinary course of business (provided such
abandonment individually or in the aggregate could not reasonably be expected
to have a Material Adverse Effect and, to the extent any Event of Default then
exists, Companies have obtained the written consent of Agent to such
abandonment), at a level reasonably consistent with the quality at the time of
this Agreement; and


 


(c)                                  Such Company shall use
commercially reasonable efforts to preserve, protect and maintain all of its
rights, powers, privileges, remedies and benefits under and with respect to
each of the Intellectual Property Licenses.


 


5.                                      No
Assumption of Intellectual Property Licenses.   Neither this Assignment or
any action taken by Agent or any other Secured Party pursuant to the terms hereof
shall constitute an assumption by any such Secured Party of any obligations
under any of the Intellectual Property Licenses, and the Companies shall
continue to be liable for all obligations of the Companies thereunder.


 


6.                                      Access
to Collateral; License to Use Collateral, Royalties and Term.


 


(a)                                  Each Company
hereby grants to Agent, and its employees and agents (and any Secured Parties
and their respective employees and agents), the visitation, audit, and
inspection rights with respect to the Companies and the Intellectual Property
Collateral as set forth in the Security Agreement.


 


(b)                                 Each Company
hereby grants to Agent for the ratable benefit of the Secured Parties a
non-exclusive, assignable right and license, during the existence of an Event
of Default, (i) under each of its Patents, Trademarks and Copyrights, and (ii) under
any Intellectual Property License held by such Company with respect to any
patents, trademarks or copyrights owned by any person or entity other than such
Company to the extent permitted under such Intellectual Property License, in
each case to use such Patents, Trademarks and Copyrights and the patents,
trademarks and copyrights subject to such Intellectual Property Licenses, in
order to complete work-in-process and to sell any Inventory or other Collateral
utilizing or incorporating any such Patents, Trademarks and Copyrights and the
patents, trademarks and copyrights subject to such Intellectual Property
Licenses to the extent that such license is reasonably necessary to permit or
to facilitate the collection, during the existence of an Event of Default, of
any accounts of such Company or the disposition, during the existence of an
Event of Default, of any Inventory or other Collateral (the “Secured Party
License”). The Secured Party License shall be without royalty or any other
payments or fees by Agent or any of the other Secured Parties to any Company
and the permitted use by Agent thereunder (i) shall be co-extensive with
such Company’s rights under the Patents, Trademarks and Copyrights and the
Intellectual Property Licenses, and (ii) shall be limited only by those
restrictions to which Companies are subject under the Patents, Trademarks and
Copyrights and the Intellectual Property Licenses.


 


7.                                      Third
Party Licenses.  Until Full
Payment of the Obligations, no Company shall enter into any license agreement
relating to any of the Intellectual Property Collateral with any Person except
as permitted under the Security Agreement or otherwise in the ordinary course
of such Company’s business, provided, that, no Company shall
become a party to any agreement with any


 


4

















 


Person
that is inconsistent with the Company’s obligations under this Agreement or
that would reasonably be expected to restrict or inhibit in any material
respect Agent’s rights to sell or otherwise dispose of the Intellectual
Property Collateral or any part thereof during the existence of an Event of
Default.


 


8.                                      After
Acquired Collateral. If, before Full Payment of
the Obligations, any Company shall obtain rights to any new patentable
inventions, trademarks or copyrights, or shall become entitled to the benefit
of (i) any patent application or patent or any reissue, division,
continuation, renewal, extension or continuation in part of any existing Patent
or any improvement on any Patent, (ii) any trademark application or
trademark or any renewal of any existing Trademark, or (iii) any new
copyrights or any modification of any existing Copyright, the provisions of
paragraph 2 hereof shall automatically apply thereto, and such Company
shall give to Agent notice thereof in writing within forty-five (45) days after
the end of the calendar quarter in which any registration or application
relating to such right or interest is filed or obtained.


 


9.                                      Amendments.  Each Company hereby irrevocably authorizes
and empowers Agent to modify this Agreement from time to time by amending Exhibits A,
B, C and D, as applicable, to include any future patents,
trademarks and copyrights, and applications therefor, and licenses  with respect thereto, in each case pursuant
to paragraphs 2 and 8 hereof.


 


10.                               Remedies.


 


(a)                                  At any time that an Event of
Default exists, Agent shall have, in addition to all other rights and remedies
given it by this Agreement, the Security Agreement and the other Senior Secured
Note Documents, all rights and remedies under applicable law and all rights and
remedies of a secured party under the UCC and all other rights and remedies
under any other applicable law.


 


(b)                                 Without limiting the
generality of the foregoing remedies with respect to the Intellectual Property
Collateral, prior to any sale or other disposition of any of the Intellectual
Property Licenses or of any right, remedy or privilege of the Companies
thereunder, Agent shall have the right, at any time that an Event of Default
exists, and subject to the terms of the limitations of the applicable
Intellectual Property License (and to the extent permitted thereby), to (i) use
and enjoy the rights and benefits of the Intellectual Property Licenses; (ii) exercise
any rights, powers and remedies of the Companies in connection with any of the
Intellectual Property Licenses, including, but not limited to, any rights of
the Companies to demand or otherwise require payment of any amount under, or
performance of any provision of, any of the Intellectual Property Licenses and
to modify, amend, terminate, replace, settle or compromise any right or claim
under any of the Intellectual Property Licenses; (iii) prosecute any
action or proceeding with respect to any of the Intellectual Property Licenses;
(iv) use, and permit any purchaser of any of the Intellectual Property
Licenses from Agent to use, without charge, the Companies’ labels, general
intangibles, advertising matter or any property of a similar nature, as it
pertains to or is included in any of the Intellectual Property Licenses, in
advertising, preparing for sale and selling any Inventory and in finishing the
manufacture, processing, fabrication, packaging and delivery of any Inventory;
and (v) collect, receive, appropriate, repossess and realize upon all or
any part of the Inventory or the Intellectual Property Licenses, and Agent may
forthwith sell, lease, assign, give options to purchase or sell or otherwise
dispose of and deliver all or any part of the Inventory (or contract to do so),
for cash, on credit or for future delivery without assumption


 


5

















 


of any credit risk.  The rights, remedies, powers, benefits and
privileges provided for herein shall be in addition to, and not in lieu of the
rights, remedies, powers, benefits and privileges contained in the Security
Agreement or any of the other Senior Secured Note Documents and may be
exercised concurrently with the exercise of any other right, remedy, power,
benefit or privilege available to Agent under the Security Agreement or any of
the other Senior Secured Note Documents or applicable law.  Agent shall apply any proceeds received to
the payment of the Obligations in such order and manner as may be authorized or
required by the Security Agreement.  Any
remainder of the proceeds after Full Payment of the Obligations shall be paid
over to the Companies to the extent permitted by applicable law.


 


11.                               Appointment
of Agent as Attorney-in-Fact.  Each Company hereby makes, constitutes and
appoints Agent, and any officer or agent of Agent as Agent may select, as such
Company’s true and lawful attorney-in-fact, with full power to do any or all of
the following if an Event of Default shall exist:  to endorse the Company’s name on all
applications, documents, papers and instruments necessary for Agent to continue
the registration or maintenance of or to use the Patents, Trademarks or
Copyrights, or to grant or issue any exclusive or nonexclusive license under
the Patents, Trademarks or Copyrights to any other Person, or to assign,
pledge, convey or otherwise transfer title in or dispose of any Collateral to
any other Person.  Each Company hereby
ratifies all that such attorney shall lawfully do or cause to be done by virtue
hereof.  This power of attorney, being
coupled with an interest, shall be irrevocable until Full Payment of the
Obligations.


 


12.                               Fees
and Expenses of Agent. Any and all reasonable fees, costs and
expenses, of whatever kind or nature (including, without limitation, reasonable
attorneys’ fees and legal expenses) incurred by Agent in connection with the
preparation of this Agreement and any other documents relating hereto and the
consummation of this transaction, the filing or recording of any documents
(including, without limitation, all taxes in connection therewith) with the
USPTO or USCO, as applicable, or in any other public offices, the payment or
discharge of any taxes, counsel fees, maintenance fees, Liens, or otherwise
protecting, maintaining, or preserving the Collateral, or in defending or
prosecuting any actions or proceedings arising out of or related to the
Collateral, shall be borne and paid by the Companies in accordance with the
provisions of the Security Agreement or, if paid by Agent in its sole
discretion, shall be reimbursed by the Companies to Agent on demand
by Agent and until so paid shall be added to the principal amount of the
Obligations and shall bear interest at the per annum interest rate of the
Notes.


 


13.                               Infringement,
Misappropriation and Dilution; Prosecution of Pending Applications; Abandonment.  Except with respect to (i) those
Patents, Trademarks and Copyrights abandoned or disposed of by such Company in
the ordinary course of business (provided such abandonment or disposition
individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect and, to the extent any Event of Default then exists,
Companies have obtained the written consent of Agent to such abandonment or
disposition), and (ii) those Intellectual Property Licenses that such
Company is permitted to cancel, surrender or release under the terms of this
Agreement and the Security Agreement:


 


(a)                                  Each Company
shall use commercially reasonable efforts to detect any infringement,
misappropriation or dilution of the Patents, Trademarks and Copyrights, and of
any of the Intellectual Property Licenses, and shall notify Agent in writing of
material infringements, misappropriation or dilution detected.  Subject to such Company’s reasonable
discretion in the ordinary course of business or, during the existence of an
Event of Default, upon Agent’s request, each Company shall have the duty to (i) prosecute
diligently any


 


6

















 


application
for a patent, trademark or copyright pending as of the date of this Agreement
or thereafter until Full Payment of the Obligations, (ii) make federal
application on unpatented but patentable inventions, registrable but
unregistered trademarks and copyrights, (iii) file and prosecute
opposition and cancellation proceedings and lawsuits to protect or enforce any
of the Patents, Trademarks or Copyrights and (iv) do any and all acts
which are deemed necessary or desirable by Agent to preserve and maintain all
rights in such Patents, Trademarks and Copyrights, and the Intellectual
Property Licenses, and applications therefor, unless in any such case no Event
of Default then exists and the applicable Company has determined that such Patent,
Trademark or Copyright, or Intellectual Property License, is not material to
the conduct of its business.


 


(b)                                 Any expenses
incurred in connection with such applications or proceedings shall be borne
jointly and severally by the Companies in accordance with the provisions of the
Security Agreement.


 


No
Company shall abandon any right to file a patent, trademark or copyright
application, or any pending patent, trademark or copyright application or
patent, trademark or copyright without the prior written consent of Agent,
unless no Event of Default then exists and the applicable Company has
determined that the applicable patent, trademark or copyright is not material
to the conduct of its business.


 


14.                               Agent’s
Right to File Suit.  Notwithstanding
anything to the contrary contained in paragraph 13 hereof, at any time
that an Event of Default exists, Agent shall have the right (but shall in no
way be obligated) to bring suit instead in its own name to enforce the Patents,
Trademarks or Copyrights, and the Secured Party License hereunder, or to defend
any suit or counterclaim in its own name to protect such Patents, Trademarks or
Copyrights, and the Secured Party License hereunder, in either of which events
each Company shall at the request of Agent do any and all lawful acts
(including bringing suit) and execute any and all proper documents required by
Agent to aid such enforcement, or defense, and the Company shall promptly, upon demand, reimburse and indemnify Agent for all
reasonable costs and expenses incurred in the exercise of Agent’s rights under
this paragraph 14.  Agent shall
apply any proceeds from such suit under this paragraph 14 to the payment
of the Obligations in such order and manner as may be authorized or required by
the Security Agreement.  Any remainder of
the proceeds after Full Payment of the Obligations shall be paid over to the
Companies to the extent permitted by applicable law.  This paragraph in no way affects such Company’s
right to join or bring suit in its own name to enforce Patents, Trademarks or
Copyrights, and the Intellectual Property Licenses, or to join or defend any
suit or counterclaim in its own name to protect such Patents, Trademarks or
Copyrights, and the Intellectual Property Licenses.


 


15.                               Agent’s
Actions on Behalf of Companies; Reimbursement.  If any Company fails to
comply with any of its obligations hereunder and at the time of such failure or
as a result thereof an Event of Default exists, then to the extent permitted by
applicable law, Agent may discharge such obligations in the Company’s name or
in Agent’s name, in Agent’s sole discretion, but at Companies expense, and
Companies agree to jointly and severally reimburse Agent in full for all
expenses, including, without limitation, reasonable attorneys’ fees, incurred
by Agent in prosecuting, defending or maintaining the Patents, Trademarks or
Copyrights, or Intellectual Property Licenses, or Agent’s interest therein
pursuant to this Agreement.


 


16.                               No
Waiver. No course of dealing between
any Company and Agent or any Secured Party, nor any failure to exercise, nor
any delay in exercising, on the part of Agent or any Secured


 


7

















 


Party,
any right, power or privilege hereunder or under any of the other Senior
Secured Note Documents shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, power or privilege hereunder or thereunder
preclude any other or future exercise thereof or the exercise of any other
right, power or privilege.


 


17.                               Remedies
Cumulative. All of Agent’s rights and
remedies with respect to the Intellectual Property Collateral, whether
established hereby or by any of the other Senior Secured Note Documents, or by
any other agreements or by applicable law shall be cumulative and may be
exercised singularly or concurrently.


 


18.                               Severability. The provisions
of this Agreement are severable, and if any clause or provision shall be held
invalid and unenforceable, in whole or in part, in any jurisdiction, then such
invalidity or unenforceability shall affect only such clause or provision, or
part thereof, in such jurisdiction, and shall not in any manner affect such
clause or provision in any other jurisdiction, or any other clause or provision
of this Agreement in any jurisdiction.


 


19.                               Entire
Agreement. This Agreement, together
with the other Senior Secured Note Documents, constitutes and expresses the
entire understanding of the parties hereto with respect to the subject matter
hereof, and supersedes all prior agreements and understandings, inducements or
conditions, whether express or implied, oral or written.  This Agreement is subject to modification
only by a writing signed by the parties, except as provided in paragraph 9
hereof.


 


20.                               Successors
and Assigns. The benefits and burdens of
this Agreement shall inure to the benefit of and be binding upon the successors
and assigns of Agent and each other Secured Party and upon the successors and
permitted assigns of each Company.  No
Company shall assign its rights or delegate its rights or assign its duties
hereunder without the prior written consent of Agent.


 


21.                               Waiver
of Acceptance.  Each Company hereby waives notice of Agent’s
acceptance hereof.


 


22.                               Governing
Law. This Agreement shall be governed by the internal
laws of the State of New York but excluding any principles of conflicts of law
or other rule of law that would cause the application of the law of any
jurisdiction other than the laws of the State of New York.


 


23.                               Waiver
of Jury Trial. To the fullest extent permitted by applicable
law, each Company  and Agent each waives
the right to trial by jury in any action, suit, proceeding or counterclaim of
any kind arising out of  or related to
this Agreement or the Collateral.


 


[Remainder of page intentionally left blank-signatures appear on
following page]


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above
written.


 


	
   

  	
  COMPANIES:

  
	
   

  	
   

  
	
   

  	
  FREEDOM
  GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REMINGTON
  ARMS COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  MARLIN FIREARMS COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  H&R
  1871, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUSHMASTER
  FIREARMS INTERNATIONAL, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


9

















 


	
   

  	
  DPMS
  FIREARMS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  E-RPC,
  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DA
  ACQUISITIONS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RA BRANDS, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  RACI
  HOLDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BUSHMASTER
  HOLDINGS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REMINGTON
  STEAM, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  



 


10

















 


	
  AGENT:

  	
   

  
	
   

  	
   

  
	
  WILMINGTON
  TRUST FSB, as Agent

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


11