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                                                                    Exhibit 4.19

                              SUBSIDIARY GUARANTEE


                  SUBSIDIARY GUARANTEE, dated as of August 25, 2000, made by RA
FACTORS, L.L.C., a Delaware limited liability company (the "Guarantor") in favor
of THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative
agent (in such capacity, the "Administrative Agent") for the several banks and
other financial institutions (the "Lenders") from time to time parties to the
Amended and Restated Credit Agreement, dated as of April 28, 2000 (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 (the "Borrower"), the Lenders, Chase Securities Inc. and Banc of
America Securities LLC, as joint lead arrangers, Bank of America, N.A., as
syndication agent, Goldman Sachs Credit Partners, L.P., as documentation agent,
(collectively the "Other Representatives") and the Administrative Agent.


                              W I T N E S S E T H :
                              - - - - - - - - - -


                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make Extensions of Credit (as defined in the Credit
Agreement) to the Borrower upon the terms and subject to the conditions set
forth therein;

                  WHEREAS, pursuant to Section 8.17(b) of the Credit Agreement,
the Borrower agreed not to create any new Subsidiary unless such Subsidiary
shall have executed and delivered a guarantee to the Administrative Agent for
the benefit of the Lenders; and

                  WHEREAS, the Borrower owns directly or indirectly all of the
issued and outstanding units of the Guarantor;

                  NOW, THEREFORE, in consideration of the premises and to induce
the Administrative Agent, the Other Representatives and the Lenders to continue
to make their respective Extensions of Credit to the Borrower under the Credit
Agreement, the Guarantor hereby agrees with the Administrative 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. The
following terms shall have the following meanings:

          "Guarantee": this Guarantee, as the same may be amended, supplemented,
     waived or otherwise modified from time to time.

          "Obligations": the collective reference to the unpaid principal of and
     interest on (including, without limitation, interest accruing after the
     maturity of the Loans and Reimbursement Obligations and interest accruing
     after the filing of any petition in bankruptcy, or the commencement of any
     insolvency, reorganization or like proceeding, relating to the Borrower,
     whether or not a claim for post-filing or post-petition interest is

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     allowed in such proceeding) the Loans, the Reimbursement Obligations and
     all other obligations and liabilities of the Borrower to the Administrative
     Agent, the Other Representatives and the Lenders, whether direct or
     indirect, absolute or contingent, due or to become due, or now existing or
     hereafter incurred, which may arise under, out of, or in connection with,
     the Credit Agreement, the Notes, the Letters of Credit, the other Loan
     Documents, any Interest Rate Agreement entered into with any Lender, any
     Guarantee Obligations of the Borrower referred to in Section 8.4(b) of the
     Credit Agreement as to which any Lender is a beneficiary, and any other
     document made, delivered or given in connection with any of the foregoing,
     in each case whether on account of principal, interest, reimbursement
     obligations, amounts payable in connection with a termination of any
     transaction entered into pursuant to an Interest Rate Agreement entered
     into with any Lender, amounts payable to any Lender in connection with any
     such Guarantee Obligation, fees, indemnities, costs, expenses or otherwise
     (including, without limitation, all reasonable fees and disbursements of
     counsel to the Administrative Agent, any Other Representative or any Lender
     that are required to be paid by the Borrower pursuant to the terms of the
     Credit Agreement or any other Loan Document).

     (b) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Guarantee shall refer to this Guarantee as a whole and
not to any particular provision of this Guarantee, and section and paragraph
references are to this Guarantee unless otherwise specified.

     (c) The meanings given to terms defined herein shall be equally applicable
to both the singular and plural forms of such terms.

     2 Guarantee. (a) The Guarantor hereby unconditionally and irrevocably
guarantees to the Administrative 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 Borrower when due and payable
(whether at the stated maturity, by acceleration or otherwise) of the
Obligations.

     (b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of the Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by such 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, without limitation, all reasonable fees and disbursements of
counsel) which may be paid or incurred by the Administrative Agent, any Other
Representative 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 Guarantee. This Guarantee shall remain in full force
and effect until the payment in full of the Notes, the Reimbursement Obligations
and the other Obligations then due and owing, the termination of the Commitments
and the expiration, termination or return to the Issuing Lender of the Letters
of Credit, notwithstanding that from time to time prior thereto the Borrower may
be free from any Obligations.

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     (d) No payment or payments made by the Borrower or any other Person or
received or collected by the Administrative Agent, any Other Representative or
any Lender from the Borrower 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 Guarantee, remain liable for the Obligations until payment in full of
the Notes, the Reimbursement Obligations and the other Obligations then due and
owing, the termination of the Commitments and the expiration, termination or
return to the Issuing Lender of the Letters of Credit.

     (e) The Guarantor agrees that whenever, at any time, or from time to time,
it shall make any payment to the Administrative Agent, any Other Representative
or any Lender on account of its liability hereunder, it will notify the
Administrative Agent, such Other Representative and such Lender in writing that
such payment is made under this Guarantee for such purpose.

     3 Right of Set-off. Upon the occurrence and during the continuance of any
Event of Default under Section 9(a) of the Credit Agreement, the Administrative
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
Administrative Agent or such Lender to or for the credit or the account of the
Guarantor, or any part thereof in such amounts as the Administrative Agent or
such Lender may elect, against or on account of the obligations and liabilities
of the Guarantor to the Administrative Agent or such Lender hereunder with
respect to any amount then due and payable under Section 9(a) of the Credit
Agreement, whether or not the Administrative Agent or such Lender has made any
demand for payment and although such obligations and liabilities may be
contingent or unmatured. The Administrative 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 Administrative 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
Administrative Agent and each Lender under this paragraph are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) which the Administrative Agent or such Lender may have.

     4 No Subrogation. Notwithstanding anything to the contrary in this
Guarantee, the Guarantor hereby irrevocably waives all rights which may have
arisen in connection with this Guarantee 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 Administrative Agent, any Other
Representative or any Lender against the Borrower or against any collateral
security or guarantee or right of offset held by the Administrative Agent, any
Other Representative 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 Borrower or any other
Person which may have arisen in connection with this Guarantee. So long as the

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Obligations remain outstanding, if any amount shall be paid by or on behalf of
the Borrower 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
Administrative Agent and each Lender, segregated from other funds of the
Guarantor, and shall, forthwith upon receipt by the Guarantor, be turned over to
the Administrative Agent in the exact form received by the Guarantor (duly
indorsed by the Guarantor to the Administrative 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 Administrative Agent may determine. The
provisions of this paragraph shall survive the termination of this Guarantee,
the payment in full of the Notes, the Reimbursement Obligations and the other
Obligations, the termination of the Commitments and the expiration, termination
or return of the Letters of Credit.

     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 Administrative Agent or any Lender may be rescinded by the Administrative
Agent or such Lender, and any of the Obligations continued, and the Obligations,
or the liability of any other party upon or for any part thereof, or any
collateral security or guarantee 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 Administrative Agent or any Lender, and the Credit Agreement, any Notes, and
the other Loan Documents (other than this Agreement) and any other documents
executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Administrative Agent (or
the Required Lenders, as the case may be) may deem advisable from time to time,
and any collateral security, guarantee or right of offset at any time held by
the Administrative Agent or any Lender for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Administrative
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 Guarantee or any property subject thereto. When making any demand hereunder
against the Guarantor, the Administrative Agent or any Lender may, but shall be
under no obligation to, make a similar demand on the Borrower or any other
guarantor, and any failure by the Administrative Agent or any Lender to make any
such demand or to collect any payments from the Borrower or any such other
guarantor or any release of the Borrower or such other guarantor 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 Administrative Agent, any Other Representative or any Lender against
the Guarantor. For the purposes hereof "demand" shall include the commencement
and continuance of any legal proceedings.

     6 Guarantee 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 Administrative Agent, any Other
Representative or any Lender upon this Guarantee or acceptance of this
Guarantee; 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 Borrower
or the Guarantor, on the one hand, and the Administrative Agent, the Other
Representatives and the Lenders, on the other, shall likewise be conclusively
presumed to have been had or consummated in reliance upon this Guarantee. The
Guarantor waives diligence, presentment, protest, demand for payment

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and notice of default or nonpayment to or upon the Borrower or the Guarantor
with respect to the Obligations. To the extent permitted by law, this Guarantee
shall be construed as a continuing, absolute and unconditional guarantee of
payment without regard to (a) the validity or enforceability of the Credit
Agreement, any Note, or any other Loan Document, any of the Obligations or any
other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Administrative Agent, any
Other Representative 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 Borrower against the Administrative Agent,
any Other Representative or any Lender, or (c) any other circumstance whatsoever
(with or without notice to or knowledge of the Borrower 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 Borrower for the
Obligations, or of the Guarantor under this Guarantee, in bankruptcy or in any
other instance. When pursuing its rights and remedies hereunder against the
Guarantor, the Administrative Agent, any Other Representative and any Lender
may, but shall be under no obligation to, pursue such rights and remedies as it
may have against the Borrower or any other Person or against any collateral
security or guarantee for the Obligations or any right of offset with respect
thereto, and any failure by the Administrative Agent, any Other Representative
or any Lender to pursue such other rights or remedies or to collect any payments
from the Borrower or any such other Person or to realize upon any such
collateral security or guarantee or to exercise any such right of offset, or any
release of the Borrower or any such other Person or of any such collateral
security, guarantee 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 Administrative
Agent, any Other Representative or any Lender against the Guarantor. This
Guarantee 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 Administrative Agent, the
Other Representatives and the Lenders, and their respective successors,
indorsees, transferees and assigns, until the payment in full of the Notes, the
Reimbursement Obligations, the other Obligations then due and owing and the
obligations of the Guarantor under this Guarantee then due and owing, the
termination of the Commitments and the expiration, termination or return to the
Issuing Lender of the Letters of Credit, notwithstanding that from time to time
during the term of the Credit Agreement the Borrower may be free from any
Obligations, upon the occurrence of all of which this Guarantee shall, subject
to paragraph 7 hereof, terminate.

     7 Reinstatement. This Guarantee 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 Administrative Agent, any Other Representative or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower or upon or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, the Borrower or any
substantial part of its property, or otherwise, all as though such payments had
not been made.

     8 Payments. The Guarantor hereby agrees that the Obligations will be paid
to the Administrative Agent without set-off or counterclaim in Dollars at the
office of the Administrative Agent set forth in Section 11.2 of the Credit
Agreement.

     9 Representations and Warranties. The Guarantor represents and warrants to
the Administrative Agent, the Other Representatives and the Lenders that:

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          (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 Guarantee
     and has taken all necessary limited liability action to authorize its
     execution, delivery and performance of this Guarantee and the other Loan
     Documents to which it is a party;

          (c) each of this Guarantee and the other Loan 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 Guarantee and the
     other Loan Documents to which it is a party will not violate any
     Requirement of 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
     Requirement of Law or Contractual Obligation (other than pursuant to any
     Loan Document);

          (e) 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 Guarantee and the other Loan 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 Extension
of Credit to the Borrower under the Credit Agreement as though made hereunder on
and as of such date.

     10 Covenants. The Guarantor hereby covenants and agrees with the
Administrative Agent, the Other Representatives and the Lenders that, from and
after the date of this Guarantee until payment in full of the Notes, the
Reimbursement Obligations and the other Obligations then due and owing, the
termination of the Commitments and the expiration, termination or return to the
Issuing Lender of the Letters of Credit,

               (a) 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 Borrower contained in Sections 7 and 8 of
          the Credit Agreement,

     11 Further Assurances. The Guarantor hereby covenants and agrees with the
Administrative Agent, the Other Representatives and the Lenders that, from and
after the date of

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this Guarantee until payment in full of the Notes, the Reimbursement Obligations
and the other Obligations then due and owing, the termination of the Commitments
and the expiration, termination or return to the Issuing Lender of the Letters
of Credit, at any time and from time to time, upon the written request of the
Administrative 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 Administrative Agent may
reasonably request for the purposes of obtaining or preserving the full benefits
of this Guarantee and of the rights and powers herein granted.

     12 Authority of Administrative Agent. The Guarantor acknowledges that the
rights and responsibilities of the Administrative Agent under this Guarantee
with respect to any action taken by the Administrative Agent or the exercise or
non-exercise by the Administrative Agent of any option, right, request, judgment
or other right or remedy provided for herein or resulting or arising out of this
Guarantee shall, as among the Administrative Agent, the Other Representatives
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 Administrative Agent and the Guarantor, the Administrative 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.

     13 Notices. All notices, requests and demands under this Guarantee shall be
given in accordance with Section 11.2 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 Administrative Agent, each Other Representative, each Lender and the
Guarantor may change its address and transmission numbers for notices by notice
in the manner provided in Section 11.2 of the Credit Agreement.

     14 Counterparts. This Guarantee 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
Guarantee shall be lodged with the Administrative Agent.

     15 Severability. Any provision of this Guarantee 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.

     16 Integration. This Guarantee represents the entire agreement of the
Guarantor and the Administrative Agent with respect to the subject matter hereof
and there are no promises or representations by the Guarantor, the
Administrative Agent, any Other Representative or any Lender relative to the
subject matter hereof not reflected or referred to herein.

     17 Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of the
terms or provisions of this Guarantee may be waived, amended, supplemented or
otherwise

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modified except by a written instrument executed by the Guarantor and the
Administrative Agent in accordance with Section 11.1 of the Credit Agreement.

     (b) Neither the Administrative Agent, any Other Representative nor any
Lender shall by any act (except by a written instrument pursuant to paragraph
17(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 Administrative
Agent, any Other Representative 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 Administrative Agent, any Other Representative 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 Administrative Agent, such Other
Representative 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.

     18 Section Headings. The section headings used in this Guarantee are for
convenience of reference only and are not to affect the construction hereof or
be taken into consideration in the interpretation hereof.

     19 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 Guarantee and the other Loan 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, the applicable Other Representative or
     the Administrative Agent, as the case may be, at the address referred to in
     paragraph 13 or at such other address of which the Administrative 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

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          (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.

     20 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 LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

     21 Acknowledgements. The Guarantor hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and
     delivery of this Guarantee and the other Loan Documents to which it is a
     party;

          (b) none of the Administrative Agent, any Other Representative nor any
     Lender has any fiduciary relationship with or duty to the Guarantor arising
     out of or in connection with this Guarantee or any of the other Loan
     Documents, and the relationship between the Administrative Agent, the Other
     Representatives and Lenders, on one hand, and the Borrower 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 Loan Documents
     or otherwise exists by virtue of the transactions contemplated hereby among
     the Lenders or among the Borrower, the Guarantor and the Lenders.

     22 Successors and Assigns. This Guarantee shall be binding upon the
respective successors and assigns of the Guarantor, the Administrative Agent,
the Other Representatives and the Lenders, and shall inure to the benefit of the
Administrative Agent, the Other Representatives and the Lenders and their
respective successors and assigns.

     23 GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.



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     IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly
executed and delivered by its duly authorized officer as of the day and year
first above written.


                                     RA FACTORS, L.L.C.


                                     By:/s/Nicole M. Apple
                                        --------------------------------
                                        Title: Nicole M. Apple, Vice President

                                     Address for Notices:

                                     RA FACTORS, L.L.C.
                                     870 Remington Drive
                                     Madison, N.C. 27025
                                     Attention: Mark Little, Vice President
                                     Telecopy: (336) 548-7779




ACKNOWLEDGED AND AGREED AS
OF THE DATE HEREOF BY:

THE CHASE MANHATTAN BANK, as Administrative Agent


By:/s/Kathy A. Duncan
   -----------------------------------------
     Title: Vice President


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