**Exhibit 10.53**

 

**JOINDER AGREEMENT,**

**SECOND AMENDMENT AND SUPPLEMENT** 

**TO AMENDED AND RESTATED CREDIT AGREEMENT**

 

THIS JOINDER AGREEMENT, SECOND AMENDMENT AND SUPPLEMENT TO AMENDED AND            RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into this            13th day of November, 2007, by and among**REMINGTON ARMS            COMPANY, INC.**, a Delaware corporation and successor by merger            to RA Factors, Inc., a Delaware corporation, as the existing borrower            (“Remington”); and**RA BRANDS,            L.L.C.**, a Delaware limited liability company            (“Brands”), as the new borrower (Remington and Brands hereafter referred to            as “Borrowers”, and each individually as a “Borrower”);**WACHOVIA BANK, NATIONAL ASSOCIATION**, a            national banking association with an office at 301 South College Street, Charlotte,            North Carolina 28288, in its capacity as administrative and collateral agent (together            with its successors in such capacity, “Agent”) for various financial            institutions (“Lenders”); and such Lenders.

             

**Recitals****:**

Agent, Lenders and Remington are parties to a certain Amended and            Restated Credit Agreement dated March 15, 2006, as amended by that certain First            Amendment to Amended and Restated Credit Agreement dated May 31, 2007 (as at any time            amended, restated, modified or supplemented, the “Credit Agreement”),            pursuant to which Agent and Lenders have made certain revolving credit loans to            Remington.

Remington has requested that Agent and Lenders agree to permit a single            proposed Acquisition by Remington or any of its Subsidiaries occurring on or before            January 31, 2008 in addition to those acquisitions currently constituting Permitted            Acquisitions under the Credit Agreement.

Remington has also requested that Agent and Lenders increase the            Revolver Commitments and provide to Borrowers a term loan based on the value of            Remington’s and Brands’ intellectual property rights. In connection with            the requested term loan, Remington has requested that the current guarantor, Brands, be            joined as a “Borrower” under the Credit Agreement. Agent and Lenders are            willing to amend the definition of “Permitted Acquisition”, increase the            Revolver Commitments, provide a term loan, and give effect to the joinder of Brands as            a Borrower under the Credit Agreement, in each case on the terms and conditions set            forth in this Amendment.

Brands is executing this Amendment to become a party to the Credit            Agreement and in order to induce Agent and Lenders to extend additional credit under            the Credit Agreement.

The parties now desire to join Brands as a Borrower, and amend and            supplement the Credit Agreement as hereinafter set forth.

NOW, THEREFORE, for TEN DOLLARS ($10.00) in hand paid and other good and            valuable consideration, the receipt and sufficiency of which are hereby severally            acknowledged, the parties hereto, intending to be legally bound hereby, agree as            follows:

**1.**          **Definitions****.**All capitalized terms used in this Amendment, unless otherwise defined            herein, shall have the meaning ascribed to such terms in the Credit            Agreement.

 

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**2.**          **Joinder of New Borrower**. By its            signature below and subject to the satisfaction of the conditions set forth herein,            Brands becomes a Borrower under the Credit Agreement with the same force and effect as            if originally named therein as a Borrower, and Brands hereby agrees to all the terms            and provisions of the Credit Agreement applicable to it as a Borrower thereunder. Each            reference to “Borrower” or “Borrowers” in the Credit Agreement            shall be deemed to include Brands. Upon the effectiveness of the joinder of Brands to            the Loan Agreement, Brands shall be directly and primarily liable as a Borrower for all            of the Obligations now or hereafter owing under the Credit Agreement and the other            Credit Documents, and concurrently therewith, Brands shall without further action cease            to constitute a Subsidiary Guarantor with respect to such Obligations under the Credit            Agreement and the other Credit Documents. The Obligations owing by Brands shall            henceforth be evidenced by the Credit Agreement and the Notes and the Subsidiary            Guaranty previously executed by Brands shall be released and of no further force or            effect. The parties hereto agree to execute and deliver such instruments, assignments            or documents as are necessary under Applicable Law to give effect to or carry out the            intent and purposes of the joinder of Brands as a Borrower and concurrent cessation of            Brands as a separate Subsidiary Guarantor.

**3.**          **Joint and Several Liability; Borrowers’            Representative**. Brands acknowledges that it has requested            Agent and Lenders to extend financial accommodations to it and to the other Borrowers            in accordance with the provisions of the Credit Agreement, as hereby amended. In            accordance with the terms of the Credit Agreement, Brands acknowledges and agrees that            it shall be jointly and severally liable for any and all Loans and other Obligations            heretofore or hereafter made by Agent and Lenders to Brands or any of the other            Borrowers and for all interest, fees and other charges payable in connection therewith.            Brands shall be liable for, on a joint and several basis, the timely payment by the            other Borrowers of, all of the Loans and the other Obligations, regardless of which            Borrower actually may have received the proceeds of any Loans or other extensions of            credit hereunder or the amount of such Loans received or the manner in which Agent or            any Lender accounts for such Loans or other extensions of credit on its books and            records, it being acknowledged and agreed that Loans to one Borrower inure to the            mutual benefit of all Borrowers and that Agent and Lenders are relying on the joint and            several liability of Borrowers in extending the Loans and other financial            accommodations hereunder. Brands hereby irrevocably            appointsRemington, and Remington agrees to act under the Credit            Agreement as, the agent and representative of itself and Brands for all purposes under            the Credit Agreement, including requesting Borrowings, selecting whether any 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 any Borrower or            on behalf of “the Borrowers”.

**4.**          **Amendments to Credit            Agreement****.**Subject to the            satisfaction of each of the conditions precedent set forth in Section 8 of this            Amendment, the Credit Agreement is hereby amended as follows:

(a)        By deleting the            definitions of “Applicable Margin”, “Borrower and Borrowers”,            “Default Rate”, “Formula Amount”, “Inventory Formula            Amount”, “Loan”, “Minimum Availability Condition”,            “Notes”, “Pro Rata”and “Revolver            Commitment” contained in Section 1.1 of the Credit Agreement and by substituting            in lieu thereof the following:

             

 

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Applicable Margin- a percentage determined            on the Second Amendment 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 Average Excess Availability for the            Fiscal Quarter ending on 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):

| Tier | Average ExcessAvailability                                     | Applicable Margin for Euro-Dollar Loans | Applicable Margin for

                        Base Rate Loans |
|------|----------------------------------------------------------------|-----------------------------------------|----------------------------------------------------------------|
| I    | Less than $22,000,000                                          | 2.00%                                   | 0.50%                                                          |
| II   | Equal to or greater than $22,000,000 but less than $33,000,000 | 1.75%                                   | 0.25%                                                          |
| III  | Equal to or greater than $33,000,000 but less than $44,000,000 | 1.50%                                   | 0.00%                                                          |
| IV   | Equal to or greater than $44,000,000 but less than $55,000,000 | 1.25%                                   | - 0.25%                                                        |
| V    | Equal to or greater than $55,000,000                           | 1.00%                                   | - 0.50%                                                        |

             

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 Average Excess Availability for the applicable            period 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 Average Excess Availability is less than $22,000,000            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. In the event that any financial statement or            Compliance Certificate delivered by Borrowers is shown to be inaccurate (whether such            inaccuracy is discovered at any time during the effectiveness of this Agreement or up            to six months thereafter), and such inaccuracy, if corrected, would have led to the            application of a higher Applicable Margin for any period (an “Applicable            Period”) than the Applicable Margin applied for such Applicable Period, then            (i) Borrowers

             

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shall immediately deliver to Agent a correct Compliance Certificate for            such Applicable Period, (ii) the Applicable Margin for such Applicable Period            shall be deemed to be the Applicable Margin that would have been in effect for such            Applicable Period had the financial statement or Compliance Certificate delivered by            Borrowers not contained the inaccuracy, and (iii) Borrowers shall immediately pay to            Agent the accrued additional interest owing as a result of such increased Applicable            Margin for such Applicable Period, which payment shall be promptly applied by the Agent            in accordance with the terms of this Agreement. Neither the recalculation of the            Applicable Margin for such an Applicable Period, nor the payment by Borrowers of the            accrued additional interest required hereunder, shall limit the rights of Agent and            Lenders with respect to their ability to charge interest at the Default Rate, or to            declare any Event of Default or exercise any of their remedies during the existence of            such an Event of Default.

             

Borrower and Borrowers- shall mean each of            (a) Remington, (b) on and after the Second Amendment Date, Brands, and (c) any other            entity which becomes a borrower under this Agreement from time to time pursuant to a            joinder agreement in form and substance satisfactory to Agent and approved by            Remington.

             

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            and the principal balance of Term Loans outstanding on such date, 2% in excess of the            rate otherwise applicable to such Loans 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.

             

Formula Amount- on any date of            determination thereof, an amount equal to the lesser of (a) (i) the sum of the            Inventory Formula Amount and the Accounts Formula Amount on such date,minus(ii) the Availability Reserve on            such date, or (b) the sum of (i) the amount on such date that constitutes            “Permitted Indebtedness” under clause (i) of the definition of that term in            the New Senior Notes Indenture as in effect on January 24, 2003plus(ii) the amount of Obligations that            Borrowers would be permitted to incur hereunder on such date under clause (xiv) of the            definition of “Permitted Indebtedness” without causing a breach or            violation of the New Senior Notes Indenture as in effect on January 24, 2003,minus(iii) the outstanding principal            balance of the Term Loan on such date.

             

Inventory Formula Amount- on any date of            determination thereof, an amount equal to the least of (i) $77,500,000, (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.

             

 

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Loan- all or any portion of a Revolver            Loan or a Term Loan Advance (and each Base Rate Loan and Euro-Dollar Loan comprising            such Loan).

             

Minimum Availability Condition- on any            date of determination, Excess Availability of not less than $27,500,000.

             

Notes- each Revolver Note, each Term Note,            the Settlement Note and any other promissory note executed by Borrowers at            Agent’s request to evidence any of the Obligations.

             

Pro Rata- with respect to any Lender on            any date, a percentage (expressed as a decimal, rounded to the ninth decimal place)            derived by dividing the amount of the total Commitments of such Lender on such date by            the aggregate amount of the Commitments of all Lenders on such date (regardless of            whether or not any of such Commitments have been terminated on or before such            date).

             

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 any            amendment hereto to the extent provided therein) 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 not exceed            $155,000,000 on the Second Amendment Date but which shall be reduced in accordance with            the terms of**Section** **2.1.6**hereof.

             

(b)        By adding the following            new definitions of “2007 Permitted Acquisition”, “Commitment”,            “Second Amendment Date”, “Term Loan”, “Term Loan            Advance”, “Term Loan Commitment” and “Term Note” to            Section 1.1 of the Credit Agreement in proper alphabetical sequence:

             

2007 Permitted Acquisition- a single            Acquisition by Remington or any of its Subsidiaries occurring after the Second            Amendment Date but on or before January 31, 2008, so long as each of the following            additional conditions are satisfied prior to or simultaneously with such Acquisition in            form and substance satisfactory to Agent:

             

(1)        No Default or Event of Default. No Default            or Event of Default occurs or exists on the date of such Acquisition and no default or            event of default exists on any other Debt or Material Contract of Remington, Brands or            the Person that is the subject of the Acquisition (the “Target Company”) on            the date of such Acquisition.

 

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(2)        Aggregate Consideration. Agent shall have            approved the amount of the aggregate consideration paid by Borrowers and/or any of            their Subsidiaries (including the assumption of any Debt) in connection with such            Acquisition, such approval not to be unreasonably withheld or delayed;providedthatin no event shall such aggregate consideration exceed            $60,000,000.

(3)        Financial Information. Agent shall have            received all financial information, projections, budgets, business plans, cash flows            and such other information as Agent shall request from time to time with respect to            Remington, Brands and the Target Company, including, without limitation, (A) projected            monthly balance sheets, income statements, statements of cash flows and availability of            Remington, Brands and the Target Company for the periods through the end of the 2007            and 2008 fiscal years of Remington, Brands and the Target Company, (B) projected annual            balance sheets, income statements, statements of cash flows and availability of            Remington, Brands and the Target Company through the end of the 2007 and 2008 fiscal            years of Remington, Brands and the Target Company, in each case as to the projections            described in clauses (A) and (B), with the results and assumptions set forth in all of            such projections, and an opening pro forma balance sheet for Remington, Brands and the            Target Company and, (C) any updates or modifications to the projected financial            statements previously received by Agent, and (D) current agings of receivables, current            perpetual inventory records and/or rollforwards of accounts and inventory through the            Second Amendment Date, together with supporting documentation.

(4)        Due Diligence. Agent and Lenders shall have            completed their business and legal due diligence with respect to Remington, Brands and            the Target Company, with results satisfactory to Agent and Lenders, including (i)            receipt and review of a summary of the final terms of such Acquisition, including,            without limitation, the anticipated impact on Remington’s capital structure and            the proposed source of funding for, and use of proceeds of, such Acquisition,            and(ii) field examinations of the business and collateral of            Remington, Brands and the Target Company in accordance with Agent’s customary            procedures and practices and as otherwise required by the nature and circumstances of            the businesses of Remington, Brands and the Target Company (the “Acquisition            Field Exams”), and Agent and Lenders shall be satisfied with the corporate and            capital structure and management of Remington, Brands and the Target Company both prior            to and after giving effect to such Acquisition, and with all legal, tax, accounting and            other matters relating to Remington, Brands and the Target Company.

(5)        Joinder Agreement, Notes and Security            Documents. Agent shall have received a joinder agreement            providing for the joinder of the Target Company as a Borrower, the Notes, in each            case

             

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conforming to the requirements of the Credit Agreement, a security            agreement, and such other Security Documents (including, without limitation, any pledge            agreements or supplements) as may be required by Agent, and executed by a duly            authorized officer of each Borrower, pursuant to which the Target Company shall grant a            security interest in all or substantially all of its assets to secure the Obligations            of the Target Company as a Borrower under the Credit Agreement, as amended by this            Amendment.

(6)        Availability. Agent shall have determined,            and Lenders shall be satisfied, that, after giving effect to such Acquisition,            Availability is not less than $27,500,000.

(7)        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 of the Target Company (excluding only            Intellectual Property which is registered in countries other than the United States)            have been filed or delivered to Agent and evidence 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.

(8)        Lien Payoff Documentation, Lien Releases.            Agent shall have received all releases, terminations and such other documents as Agent            may request to evidence and effectuate the termination by the existing lenders (if any)            to the Target Company of their respective financing arrangements with the Target            Company and the termination and release by it or them, as the case may be, of any            interest in and to any assets and properties of the Target Company acquired pursuant to            the Acquisition.

(9)        Cash Management System. The Target Company            shall have established a cash management system, including blocked accounts for            collections of the accounts receivable of the Target Company, and the transfer of such            collections to Agent, and subject to control agreements by the banks at which such            accounts are maintained.

(10)       Organization Documents. Agent shall have            received a copy of the Organization Documents of the Target Company, and all amendments            thereto, certified by the Secretary of State or other appropriate officials of the            jurisdiction of the Target Company’s state of organization.

(11)       Good Standing Certificates. Agent shall            have received good standing certificates for the Target Company, issued by the            Secretary of State or other Governmental Authority of the Target Company’s            jurisdiction of organization.

 

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(12)       Insurance. Agent shall have received            certified copies of the casualty insurance policies of the Target Company with respect            to Collateral and business interruption insurance policies, together with 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 the Target            Company’s liability insurance policies, including product liability policies,            together with endorsements naming Agent as an additional insured, all as required by            the Credit Documents.

(13)       No Material Adverse Change. No material            adverse change in the business, Properties, results of operations or financial            condition of the Target Company shall have occurred in violation of the documents or            instruments giving effect to the Acquisition.

(14)       Non-Violation of New Senior Notes Indenture; Legal            Opinions. Agent shall have received and reviewed an opinion            letter from Borrowers’ and Guarantors’ counsel that the Acquisition and the            Target Company’s joinder to the Credit Agreement as a Borrower does not violate            the New Senior Notes Indenture, and a certificate from one or more officers of            Borrowers and Guarantors to that effect.

(15)       Acquisition Agreements. Agent shall have            received duly executed certified copies of the documents or instruments giving effect            to the Acquisition, including all exhibits and schedules thereto.

(16)       Other Agreements. Agent shall have received            each additional document or instrument reasonably requested by the Required Lenders,            duly executed by the parties thereto.

(17)       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 Amendment, the Credit Agreement or any of the other Credit Documents or the            consummation of the transactions contemplated hereby or thereby.

(18)Borrowing Base            Certificate. Agent shall have received the most recent            Borrowing Base Certificate required by the terms of this Agreement on or prior to the            date of the Acquisition or otherwise requested by Agent pursuant to the terms            hereof.

             

Commitment- at any date for any Lender,            the aggregate amount of such Lender’s Revolver Commitment and Term Loan            Commitment on such date, and            “Commitments” means            the aggregate amount of all Revolver Commitments and Term Loan Commitments on            such date.

             

Second Amendment Date- November 13,            2007.

             

 

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Term Loan- the aggregate of the Term Loan            Advances made by Lenders to Borrowers pursuant to**Section** **2.2.1.**

Term Loan Advance- the advance made by a            Lender as part of the Term Loan on the Second Amendment Date and thereafter means            such Lender’s portion of the Term Loan.

Term Loan Commitment- at any date for any            Lender, the obligation of such Lender to make its Term Loan Advance 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            “Term Loan Commitment” on the signature pages hereof (or any amendment            hereto to the extent provided therein) or the principal amount set forth in any            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 the term “Term Loan            Commitments” means the aggregate principal amount of            the Term Loan Commitment of each Lender, the maximum amount of which shall not exceed            $25,000,000.

Term Note- as defined in**Section** **2.2.2.**

 

(c)        By deleting the            lead-in language to Section 2 of the Credit Agreement and by substituting in lieu            thereof the following:

 

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 Commitments available to Borrowers, in an            aggregate amount of up to $180,000,000, as follows:

 

(d)        By deleting Section            2.2 of the Credit Agreement and by substituting in lieu thereof the            following:

             

| **2.2** | **Term Loan Commitments.** |
|---------|----------------------------|

2.2.1           Term Loan. Subject to and upon the terms and conditions herein            set forth, each Lender severally agrees to make to Borrowers a Term Loan Advance            in an amount not to exceed such Lender’s Term Loan Commitment. The Term Loan            shall be comprised of Term Loan Advances in the aggregate principal amount of the Term            Loan Commitment and shall be funded by Lenders on the Second Amendment Date. The            proceeds of the Term Loan Advances shall be used by Borrowers solely for purposes for            which the proceeds of the Revolver Loans are authorized to be used. The Term Loan            Commitment of each Lender shall expire on the funding by such Lender of its            Term Loan Advance. Borrowers shall not be entitled to reborrow any amounts repaid            with respect to the Term Loan Advances. All Term Loan Advances shall bear interest            as set forth in **Section 3.1**, shall initially be Base Rate Loans and shall            be repaid as provided in **Section 5.3**. Each Lender shall make            its Term Loan Advance available to Agent in

             

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immediately available funds, to such account of Agent as Agent may            designate, not later than 12:00 noon on the Second Amendment Date. After Agent’s            receipt of the proceeds of such Term Loan Advance, and upon satisfaction of the            conditions precedent set forth in **Section 11**, Agent shall make the proceeds            of all such Term Loan Advances available to Borrowers on the Second Amendment Date by            transferring same day funds equal to the proceeds of such Term Loan Advances            received by Agent to an account designated by Borrowers in writing.

2.2.2     Term            Notes. Borrowers shall execute and deliver to Agent on behalf            of each Lender, on the Second Amendment Date, a promissory note substantially in the            form of**Exhibit A-3**attached hereto            and made a part hereof (such promissory note, together with any new notes issued            pursuant to**Section 14.3.2**upon            the assignment of any portion of any Lender’s Term Loan Advance, being            hereinafter referred to collectively as the “Term Notes” and each of such            promissory notes being hereinafter referred to individually as            a ”Term Note”), to evidence such Lender’s Term Loan Advance            to Borrowers, in the original principal amount equal to the amount of such            Lender’s Term Loan Commitment. Each Term Note shall be dated the Second            Amendment Date (or the date of the applicable Assignment and Acceptance) and shall            provide for payment of the Term Loan Advance evidenced thereby as specified            in**Section 5.3**.

(e)        By deleting Section            3.1 of the Credit Agreement and by substituting in lieu thereof the            following:

             

| **3.1** | **Interest.** |
|---------|---------------|

3.1.1      Rates            of Interest. Borrowers agree to jointly and severally 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 Marginplusthe Alternate Base Rate in effect from            time to time; or

 

(ii)        for Revolver Loans            made or outstanding as Euro-Dollar Loans, the Applicable Marginplusthe relevant Adjusted London Interbank            Offered Rate for the applicable Interest Period selected by each Borrower in conformity            with this Agreement.

             

Borrowers agree to jointly and severally pay interest in respect of all            unpaid principal amounts outstanding with respect to Term Loan Advances 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:

 

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(i)         for any portion            of the Term Loan Advances made or outstanding as Base Rate Loans, 0.50%plusthe Alternate Base Rate in effect from            time to time; or

 

(ii)         for any portion of the Term Loan Advances made or outstanding as            Euro-Dollar Loans, 2.00%plusthe            relevant Adjusted London Interbank Offered Rate for the applicable Interest Period            selected by Borrowers 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 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 Loan shall            accrue from and including the date on which such Loan is made, converted to a 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 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 Closing Date was 7.50% per annum and, therefore, the rate of            interest in effect hereunder on the Closing Date, expressed in simple interest terms,            was 8.00% per annum with respect to any portion of the Revolver Loans bearing interest            as a Base Rate Loan. The Alternate Base Rate on the Second Amendment Date is 7.25% per            annum and, therefore, the rate of interest in effect hereunder on the date hereof,            expressed in simple interest terms, is 6.75% per annum with respect to any portion            of the Revolver Loans bearing interest as a Base Rate Loan and is 7.75% per annum            with respect to any portion of the Term Loan Advances bearing interest as            a Base Rate Loan.

 

(f)         By deleting            Sections 5.3 and 5.4 of the Credit Agreement and by substituting in lieu thereof the            following:

             

| **5.3** | **Repayment of Term Loan Advances.** |
|---------|--------------------------------------|

5.3.1     Payment of Principal. The            principal amount of each Term Note shall be paid in consecutive monthly installments,            the first twenty-six of which shall be in an amount equal to the Lender’s Pro            Rata share of $520,800 per installment and shall be payable on the first day of each            month, commencing on May 1, 2008, and continuing on the first day of each month            thereafter, the final installment of which shall be in an amount equal to such            Lender’s Pro Rata share of the remaining principal balance of the Term Loan and            shall be payable on the Commitment Termination Date. Each installment shall be paid to            Agent for the account and Pro Rata benefit

             

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of each Lender. Each Term Loan Advance, if not sooner paid, shall be due            and payable in full on the Commitment Termination Date.

5.3.2      Payment of Interest. Interest            accrued on the Term Loan shall be due and payable on (i) the first day of each            month for the immediately preceding month, computed through the last calendar day of            the preceding month in the case of any portion of the Term Loan that is a Base Rate            Loan, (ii) the last day of the applicable Interest Period in the case of any            portion of such Term Loan that is a Euro-Dollar Loan, and (iii) the date of any            prepayment of the Term Loan. Accrued interest shall also be paid by Borrowers as and            when payable in**Section** **5.3.4**in connection with any prepayment of            the Term Loan and (iv) 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.

5.3.3     Mandatory Prepayments. In            addition to Borrowers’ obligation to pay the entire amount of the Obligations            upon the Commitment Termination Date, Borrowers shall also be required to prepay the            Term Loan Advances (and, after payment in full thereof, the remaining Obligations then            outstanding as provided in**Section            5.3.5**), as follows:

(i)               Borrowers shall prepay the Term Loan Advances in the amount of Net            Disposition Proceeds from dispositions of (A) Equipment unless the amount of such Net            Disposition Proceeds does not exceed $2,500,000, or (B) Intellectual            Property;

(ii)              Borrowers shall prepay the Term Loan Advances from the proceeds of            insurance or condemnation awards paid in respect of any Equipment or Intellectual            Propertyunless and to the extent Borrowers is authorized to use            such proceeds pursuant to**Section** **8.1.2(ii)**; andprovidedthatnothing herein shall be construed to authorize any disposition of            Collateral except as expressly elsewhere authorized by this Agreement or the other            Credit Documents.

5.3.4     Optional Prepayments of Term Loan            Advances. Borrowers may, at their option, prepay any portion of the Term Loan            Advances consisting of Base Rate Loans in whole at any time or in part from time            to time, in amounts aggregating $1,000,000 or any greater integral multiple of            $100,000, by paying the principal amount to be prepaid together with interest accrued            or unpaid thereon to the date of prepayment. Any portion of the Term Loan Advances            consisting of Euro-Dollar Loans may be prepaid, at Borrowers’ option, at any time            in whole or from time to time in part, in amounts aggregating $1,000,000 or any            greater integral multiple of $100,000, together with any applicable charges pursuant to            **Section 3.10** , and interest accrued or unpaid thereon to the date of prepayment.            Borrowers shall give written notice (or telephonic notice promptly confirmed in            writing) to

             

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Agent of any intended prepayment not less than 1 Business Day prior to            any prepayment of Base Rate Loans and not less than 2 Business Days prior to any            prepayment of Euro-Dollar Loans. Such notice, once given, shall be irrevocable and,            upon receipt of any such notice of optional prepayment, Agent shall promptly notify            each Lender of the contents thereof and of such Lender’s share of the prepayment            as provided in**Section** **5.3.5**.

5.3.5     Application of            Prepayments.

(i)         Except as            otherwise provided in**Section** **5.6**, each mandatory prepayment pursuant            to**Section** **5.3.3**shall be remitted by Borrowers to            Agent for application (i) firstto accrued interest and principal due under the Term Notes, ratably,            with amounts applied to principal installments to be applied in the inverse order of            maturities until payment in full thereof; and (ii) second, unless otherwise directed or agreed            in writing by Agent (acting at the direction of the Required Lenders), to repay the            principal balance of Revolver Loans outstanding (provided that any application of such            prepayments to the Revolver Loans shall, unless otherwise agreed in writing by Agent            (acting at the direction of the Required Lenders), automatically result in a            corresponding permanent reduction of the Revolver Commitments). Notwithstanding the            foregoing, if a Permitted Asset Disposition of Equipment or Intellectual Property            includes the sale or other disposition of Accounts or Inventory then a portion of the            Net Disposition Proceeds equal to the greater of (x) the net book value of such            Accounts and Inventory or (y) the amount of the reduction in the Borrowing Base            immediately after giving effect to such sale or other disposition of Accounts or            Inventory, as the case may be, shall be promptly remitted to Agent for application to            the Revolver Loans (with the application of any such prepayments to the Revolver Loans            to result in a corresponding permanent reduction of the Revolver Commitments, unless            otherwise agreed in writing by Agent (acting at the direction of the Required            Lenders)).

(ii)         Each optional            prepayment of Term Loan Advances pursuant to**Section** **5.3.4**shall be remitted by Borrowers to            Agent and distributed by Agent to Lenders to prepay installments of the Term Notes, in            the inverse order of their maturities, until Full Payment of the Term Notes.

(iii)        All distributions            of prepayments by Agent to Lenders shall be on a Pro Rata basis. Each Lender shall            apply the portion of a prepayment that is to be applied to principal installments first            to outstanding Base Rate Loans and then to any outstanding Euro-Dollar Loans with the            shortest Interest Periods remaining; but if application to any Euro-Dollar Loans would            cause the same to be paid prior to the end of an applicable Interest Period, then, by            prior written notice to Agent, Borrowers may elect as to such Euro-Dollar Loan to            deliver cash to Agent in the amount of the required prepayment, to be held by Agent as            Cash Collateral until the end of the applicable Interest

             

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Period, at which time Agent shall disburse such Cash Collateral to the            affected Lenders for application to such Euro-Dollar Loans.

 

**5.4**        **Prepayments of Revolver Loans**. The            following provisions shall govern Borrowers’ rights and obligations with respect            to prepayment of the Revolver Loans (with the application of such prepayments to be            governed by the provisions of**Section 5.8**hereof, as applicable):

             

(a)        Except with respect            to (i) sales of Inventory in the Ordinary Course of Business of Remington, (ii)            replacements of Equipment permitted pursuant to**Section            8.4.2(ii)**, and (iii) sales or dispositions of Equipment or            Intellectual Property permitted hereunder (including the proceeds of insurance or            condemnation awards paid in respect of any Equipment or Intellectual Property),            Borrowers shall, concurrently with the receipt by any Obligor of any Net Disposition            Proceeds from any sale or other disposition of Collateral make or cause to be made a            mandatory prepayment of the Revolver Loans,providedthatnothing herein shall be construed to authorize any disposition of            Collateral except as expressly elsewhere authorized by this Agreement or the other            Credit Documents;

             

(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 Loans or Term Loan, as applicable, as and to the extent required by**Section 8.1.2(ii)**; and

             

(c)        Prepayments of the            Term Loan (whether mandatory or voluntary), and the application thereof, shall be            governed by**Sections 5.3**and**5.8**.

             

(g)        By deleting clause            (ii) of Section 8.1.2 of the Credit Agreement and by substituting in lieu thereof the            following:

             

(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 (a) in the case of proceeds or awards that relate to Inventory, applied first            to the payment of the Revolver Loans, then to the Term Loan, and then to any other            Obligations outstanding, and (b) in the case of proceeds or awards that relate to            Equipment or Real Estate, applied first to the Term Loan and then to any other            Obligations; providedthat 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,

             

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and (3) the amount of proceeds from any single casualty affecting            Equipment or Real Estate does not exceed $2,500,000.

(h)            By deleting Section 8.4.4 of the Credit Agreement and by substituting in            lieu thereof the following:

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 Borrowers’ expense, appraisals or updates to existing            appraisals reflecting then current values of the Equipment, Inventory, or Intellectual            Property of Borrowers;provided,however, that unless a Default or Event of            Default exists, not more than one such appraisal of Equipment annually and not more            than two such appraisals of Inventory (not including an initial appraisal of Inventory            acquired pursuant to any Acquisition) or Intellectual Property 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.

(i)             By adding the following sentence to Section 10.2.13 of the Credit            Agreement immediately following the definition of “Permitted Acquisition”            therein:

Notwithstanding anything to the contrary set forth above, the 2007            Permitted Acquisition  shall constitute a “Permitted Acquisition”            hereunder.

             

(j)             By deleting Section 11.2.4 of the Credit Agreement in its entirety and            by substituting in lieu thereof the following:

11.2.4       No            Material Adverse Effect. No event shall have occurred and no            condition shall exist that has or may be reasonably likely to have a Material Adverse            Effect; provided, that, to the extent that Revolver Loans are requested by Borrowers in            accordance with the terms of this Agreement in order to finance the 2007 Permitted            Acquisition, if any, (i) this condition shall be deemed satisfied, and (ii) the            representation and warranty set forth in the last sentence of Section 9.1.9 that there            has been no material adverse change (which representation and warranty would be            reaffirmed in connection with such Revolver Loans) shall not be deemed breached, in            each case with respect to such Revolver Loans (and only with respect to such Revolver            Loans) unless a Material Adverse Effect occurs or exists that would otherwise            constitute or result in an Event of Default under this Agreement.

             

(k)          By            deleting the references to “Revolver Loan” and “Revolver Loans”            contained in Section 1.1 of the Credit Agreement in the definitions of “Base Rate            Loan”, “Borrowing”, “Default Rate”, “Euro-Dollar            Loan”, “Extraordinary Expenses”, “Funding Account”,            “Obligations”, “Required Lenders”, “Supermajority            Lenders”, and “Type”, and in Sections 1.4, 3.1.2, 3.1.3, 3.1.4, 3.5,            3.8, 4.2, 4.4, 4.5 (including the section heading thereof),            5.1,5.7.1(x), 5.9 (including the section heading            thereof),5.12, 6.1, 6.2.2, 6.2.3, 8.2.5, 9.1.11,

             

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9.1.20, 10.2.3(v), 11.1, 11.2, 11.3, 12.1.1, 12.2.1, 12.4, 12.5.2,            13.2.2, 13.4, 13.6.3, 13.7, 13.9.1, 13.10, 13.14, 13.16, 13.17, 14.2.2, 14.3.1, and            15.16 of the Credit Agreement, and inExhibit Cto the Credit Agreement, and by substituting in lieu thereof            respectively references to “Loan” and “Loans”.

             

(l)         By deleting the            references to “Revolver Commitment” and “Revolver Commitments”            contained in Section 1.1 of the Credit Agreement in the definitions of “Required            Lenders” and “Supermajority Lenders”, and in Sections 2.3.4, 3.2,            4.2, 5.6, 6.1 (including the section heading thereof), 6.2, 9.1, 10.1, 10.2, 10.3,            10.4, 12.2 (including the section heading thereof), 13.2.1, 13.4, 13.9.1, 13.13, 13.17,            14.2, 14.3.1, 14.3.2, 15.3, and 15.18 of the Credit Agreement, and by substituting in            lieu thereof respectively references to “Commitment” and            “Commitments”.

             

(m)       By deleting the reference            to “Revolver Notes” contained in Section 11.1.1 of the Credit Agreement,            and by substituting in lieu thereof a reference to “Notes”.

             

(n)        By deleting each            Lender’s Revolver Commitment set forth on the signature pages to the Credit            Agreement, and by substituting in lieu thereof the Revolver Commitments and Term Loan            Commitments set forth on the signature pages to this Amendment.

             

(o)        By adding to the            Credit Agreement asExhibit A-3thereto theExhibit A-3attached to this Amendment.

 

(p)        By deletingExhibit A-1,Exhibit A-2,Exhibit B,Exhibit            C,Exhibit            D,Exhibit            E,Exhibit GandExhibit Hto the            Credit Agreement in their entireties and by substituting in lieu thereof,            respectively,Exhibit A-1,Exhibit A-2,Exhibit B,Exhibit            C,Exhibit            D,Exhibit            E,Exhibit GandExhibit Hattached to this Amendment.

             

**5.**         **Ratification and            Reaffirmation****.**Each Borrower            hereby ratifies and reaffirms the Obligations, each of the Credit Documents and all of            such Borrower’s covenants, duties, indebtedness and liabilities under the Credit            Documents.

 

**6.**         **Acknowledgments and Stipulations.**Each Borrower acknowledges and stipulates that the Credit Agreement and            the other Credit Documents executed by such Borrower are legal, valid and binding            obligations of such Borrower that are enforceable against such Borrower in accordance            with the terms thereof, except as the enforceability thereof may be limited by laws            relating to Insolvency Proceedings or other similar laws of general application            affecting the enforcement of creditors’ rights generally or by general equitable            principles; all of the Obligations are owing and payable without defense, offset or            counterclaim (and to the extent there exists any such defense, offset or counterclaim            on the date hereof, the same is hereby waived by each Borrower); the Liens granted by            such Borrower in favor of Agent 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; and, as of the close of business on November 2,            2007, the unpaid principal amount of the Revolver Loans totaled $17,000,000, and the            face amount of outstanding Letters of Credit totaled $4,426,000.

**7.**         **Representations and            Warranties****.**Each Borrower            represents and warrants to Agent and Lenders, to induce Agent and Lenders to enter into            this Amendment, that (i) Brands is a wholly-

 

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owned Subsidiary of Remington and is engaged in substantially the same            business as Remington and operates with Remington in a joint and common enterprise;            (ii) the Schedules attached to this Amendment contain true, accurate and complete            information with respect to Brands and the matters represented and warranted by Brands            pursuant to Section 9 of the Credit Agreement and such Schedules shall be deemed to            supplement and be a part of the Schedules to the Credit Agreement; (iii) no Default or            Event of Default exists on the date hereof; (iv) the execution, delivery and            performance of this Amendment have been duly authorized by all requisite corporate            action on the part of such Borrower and this Amendment has been duly executed and            delivered by such Borrower; and (v) all of the representations and warranties made by            such Borrower in the Credit Agreement are true and correct in all material respects on            and as of the date hereof after giving effect to this Amendment (except where such            representations and warranties expressly relate to an earlier date in which case such            representations and warranties were true and correct in all material respects as of            such earlier date).

**8.**         **Conditions Precedent****.**The effectiveness of the amendments contained in Section 4 hereof            is subject to the satisfaction of each of the following conditions precedent, in form            and substance satisfactory to Agent, on or before November 13, 2007:

(i)         No Default or Event of Default. No Default            or Event of Default shall have occurred or exist on the date hereof and no default or            event of default shall have occurred or exist on any other material Debt or Material            Contract of Remington or Brands.

(ii)         Amendment; Notes. Agent shall have received            (i) a counterpart of this Amendment for each Lender duly executed and delivered by            a duly authorized officer of the each of the parties hereto, and (ii) for the            account of each of the Lenders, the Revolver Notes, the Term Notes and the Settlement            Note, in each case conforming to the requirements of the Credit Agreement and executed            by a duly authorized officer of each Borrower.

(iii)        Security Documents. Agent shall have            received counterparts of such Security Documents (including, without limitation,            any security agreements, pledge agreements or supplements) as may be required by Agent,            and executed by a duly authorized officer of each Borrower, pursuant to which each            Borrower shall grant or re-grant, as applicable, a security interest in all or            substantially all of its assets to secure the Obligations of such Borrower under the            Credit Agreement, as amended by this Amendment.

(vi)        Availability. Agent shall have determined,            and Lenders shall be satisfied, that, after giving effect to all transactions to be            concluded on the Second Amendment Date, Availability is not less than            $27,500,000.

(v)        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.

 

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(vi)        Organization Documents. Agent shall have            received a copy of the Organization Documents of each Borrower, and all amendments            thereto, certified by the Secretary of State or other appropriate officials of the            jurisdiction of each Borrower’s state of organization.

(vii)       Good Standing Certificates. Agent shall            have received good standing certificates for each Borrower, issued by the Secretary of            State or other Governmental Authority of such Borrower’s jurisdiction of            organization.

(viii)      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 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.

(ix)        No Material Adverse Change. No material            adverse change in the business, Properties, results of operations or financial            condition of Borrowers and Guarantors and their respective Subsidiaries, taken as a            whole, shall have occurred since May 31, 2007, and no material adverse change            shall have occurred, in the quality, quantity or value of Collateral shall have            occurred since May 31, 2007.

(x)        Fees. Agent shall have received on the date            hereof in immediately available funds (i) the arrangement fee set forth in the letter            agreement among Agent, Wachovia Capital Markets, LLC and Borrower dated the Second            Amendment Date, and (ii) for the Pro Rata benefit of Lenders, in immediately available            funds on the date hereof, an amendment fee in the amount of $180,000.

(xi)        Non-Violation of New Senior Notes Indenture; Legal            Opinions. Agent shall have received and reviewed an opinion            letter from Borrowers’ and Guarantors’ counsel that the Credit Agreement,            as amended by this Amendment, does not violate the New Senior Notes Indenture, and a            certificate from one or more officers of Borrowers to that effect.

(xii)       Other Agreements. Agent shall have received            each additional document or instrument reasonably requested by the Required Lenders,            duly executed by each of the parties thereto.

(xiii)      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 Amendment, the            Credit Agreement or any of the other Credit Documents or the consummation of the            transactions contemplated hereby or thereby.

 

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(xiv)Borrowing Base            Certificate. Agent shall have received the most recent            Borrowing Base Certificate required by the terms of the Credit Agreement or otherwise            requested by Agent pursuant to the terms hereto.

**9.**          **Conditions to the Assets Acquired Pursuant to 2007 Permitted            Acquisition Constituting Eligible Accounts or Eligible            Inventory**. In no event shall any Accounts or Inventory            acquired pursuant to the 2007 Permitted Acquisition, if any, constitute Eligible            Accounts or Eligible Inventory under the Credit Agreement unless and until (i) the            Target Company has been joined to the Credit Agreement and other Credit Documents as a            Borrower, (ii) the Acquisition Field Exams have been completed, in form and with            results satisfactory to Agent in all respects, and (iii) all other conditions or            criteria for such Accounts or Inventory to constitute Eligible Accounts or Eligible            Inventory set forth in the Credit Agreement and other Credit Documents have been            satisfied or met.Borrowers acknowledge that, if any Inventory of            the Target Company may constitute Eligible Inventory hereafter, Agent, in its            discretion, has elected to impose a LIFO reserve with respect to such Inventory. Such            LIFO reserve shall be in an amount equal to the difference between the amount at which            the Inventory of the Target Company is carried on its balance sheet under the            last-in-first-out method of inventory accounting and the amount at which such Inventory            would be so carried based upon the first-in-first-out method of inventory accounting,            all determined in accordance with GAAP.

**10.**        **Additional Covenants****.**To induce Agent and Lenders to enter into this Amendment, Borrowers            covenant and agree as follows: (i) simultaneously with the execution and delivery of            this Amendment, Borrowers shall execute and deliver amendments to each of the            Mortgages, in form and substance satisfactory to Agent; (ii) within sixty (60) days            after the Second Amendment Date, Borrowers shall cause the mortgage amendments            described in the foregoing clause (i) to be recorded in the appropriate real estate            records and Borrowers shall deliver to Agent endorsements or commitments for            endorsements to the existing mortgagee title insurance policies insuring the Liens of            the Mortgages, which shall be in form and substance satisfactory to Agent and            which shall give effect to such mortgage amendments; and (iii) simultaneously with the            recording of the mortgage amendments described in clause (i), Borrowers shall pay or            shall reimburse Agent for the payment of all applicable documentary stamp, intangibles,            recording, note or other similar taxes payable with respect to such mortgage            amendments.

**11.**        **Reference to Credit            Agreement****.**Upon the            effectiveness of this Amendment, each reference in the Credit Agreement to “this            Agreement,” “hereunder,” or words of like import shall mean and be a            reference to the Credit Agreement, as amended by this Amendment.

**12.**        **Breach of Amendment****.**This Amendment shall be part of the Credit Agreement and a breach of any            representation, warranty or covenant herein shall constitute an Event of            Default.

**13.**        **Expenses of Agent and Lenders**.            Borrower agrees to pay,**on demand**,            all reasonable costs and expenses incurred by Agent and Lenders in connection with the            preparation, negotiation and execution of this Amendment and any other Credit Documents            executed pursuant hereto, including, without limitation, the reasonable costs and fees            of Agent’s and Lenders’ legal counsel.

**14.**        **Effectiveness; Governing            Law****.**This Amendment shall be            effective upon execution and delivery by Borrower and acceptance by Agent and the            Lenders (notice of which acceptance is hereby waived), whereupon the same shall be            governed by and construed in accordance with the

 

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internal 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).

**15.**        **Successors and            Assigns****.**This Amendment            shall be binding upon and inure to the benefit of the parties hereto and their            respective successors and assigns.

**16.**        **No Novation, etc.**Except as            otherwise expressly provided in this Amendment, nothing herein shall be deemed to amend            or modify any provision of the Credit Agreement or any of the other Credit Documents,            each of which shall remain in full force and effect. This Amendment is not intended to            be, nor shall it be construed to create, a novation or accord and satisfaction, and the            Credit Agreement as herein modified shall continue in full force and effect.

**17.**        **Counterparts; Telecopied Signatures**.            This Amendment may be executed in any number of counterparts and by different parties            to this Amendment on separate counterparts, each of which, when so executed, shall be            deemed an original, but all such counterparts shall constitute one and the same            agreement. Any signature delivered by a party by facsimile transmission or by portable            document format by electronic mail shall be deemed to be an original signature            hereto.

**18.**        **Further Assurances**. Borrower agrees            to take such further actions as Agent shall reasonably request from time to time in            connection herewith to evidence or give effect to the amendments set forth herein or            any of the transactions contemplated hereby.

**19.**        **Section Titles**. Section titles and            references used in this Amendment shall be without substantive meaning or content of            any kind whatsoever and are not a part of the agreements among the parties            hereto.

**20.**        **Release of Claims****.**To induce Agent and Lenders to enter into this Amendment, Borrower            hereby releases, acquits and forever discharges Agent and Lenders, and all officers,            directors, agents, employees, successors and assigns of Agent and Lenders, from any and            all liabilities, claims, demands, actions or causes of action of any kind or nature (if            there be any), whether absolute or contingent, disputed or undisputed, at law or in            equity, that are known to Borrower as of the date of this Amendment, or that Borrower            should have reasonably known, arising under or in connection with any of the Credit            Documents. Borrower represents and warrants to Lender that Borrower has not transferred            or assigned to any Person any claim that Borrower ever had or claimed to have against            Agent or any Lender.

**21.**        **Waiver of Jury Trial****. To the            fullest extent permitted by applicable law, the parties hereto each hereby waives the            right to trial by jury in any action, suit, counterclaim or proceeding arising out of            or related to this Amendment**.

             

[Signatures begin on next page]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be            duly executed under seal and delivered by their respective duly authorized officers on            the date first written above.

EXISTING BORROWER:

             

**REMINGTON ARMS COMPANY , INC.**

 

| By:                                  /s/ Stephen                        P. Jackson, Jr.       Name:    Stephen P.                        Jackson, Jr.             Title:       CFO, Treasurer,                        Secretary         |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

Address:

870 Remington Drive

Madison, North Carolina 27025

Attention: President

Telecopier No.: (336) 548-7801

             

NEW BORROWERS:

             

**RA BRANDS, L.L.C.**

 

| By:                                  /s/ Stephen                        P. Jackson, Jr.       Name:    Stephen P.                        Jackson, Jr.             Title:                              V.P.                                                 |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

Address:

870 Remington Drive

Madison, North Carolina 27025

Attention: President

Telecopier No.: (336) 548-7801

             

             

 

 

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AGENT:

 

**WACHOVIA BANK, NATIONAL**

**ASSOCIATION**, as Agent

 

| By:                                                          /s/ Bruce                        Rhodes                         Name:     Bruce                        Rhodes                             Title:                              Director                                            |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Address:

301 South College Street

Charlotte, North Carolina 28288

Attention: Bruce Rhodes

| Telecopier No.: (704) 374-2703 |
|--------------------------------|

 

 

| LENDERS: |
|----------|

 

**WACHOVIA BANK, NATIONAL**

**ASSOCIATION**

 

 

| By:                                                          /s/ Bruce                        Rhodes                         Name:     Bruce                        Rhodes                             Title:                              Director                                            |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Revolver Commitment: $65,444,445.00  |   |
|--------------------------------------|--------|
| Term Loan Commitment: $10,555,555.00 |   |
|                                      |        |  |

 

Address:

             

301 South College Street

Charlotte, North Carolina 28288

Attention: ____________________

Telecopier No.: (704) 374-2703

             

LIBOR Lending Office:

301South College Street

Charlotte, North Carolina 28288

Attention: _____________________

Telecopier No.: (704) 374-2703

 

 

 

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| **BANK OF AMERICA, N.A.** |
|---------------------------|

 

 

| Revolver Commitment: $55,111,111.00                        Term Loan Commitment: $8,888,889.00 | By:      /s/ Lawrence P.                        Garni                  Name:   Lawrence P.                        Garni                     Title:       Sr. Vice                        President                    

                          |
|------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |  |  |

 

Address:

             

335 Madison Avenue, 6thFloor

New York, New York 10017

Attention: Lawrence P. Garni

Telecopier No.: (212) 503-7340

 

LIBOR Lending Office:

 

Bank of America, N.A.

20975 Swenson Drive, Suite 200

Waukesha, Wisconsin 53186

Attention: Karla Brown

Telecopier No.:(262) 798-4883

 

 

 

 

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**NATIONAL CITY BUSINESS**

**CREDIT, INC.**

 

 

| Revolver Commitment: $34,444,444.00                        Term Loan Commitment: $5,555,556.00 | By:         /s/                        Tom                        Buda                           Name:    Tom                        Buda                              Title:      Vice                        President                       

                          |
|------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |  |  |

 

Address:

| 1965 East Sixth Street,                        4THFloor |
|---------------------------------------------------------|

Locator 01-3049

Cleveland, Ohio 44114

Attention: Tom Buda

Telecopier No.: (216) 222-9555

             

LIBOR Lending Office:

| 1965 East Sixth Street,                        4THFloor |
|---------------------------------------------------------|

Locator 01-3049

Cleveland, Ohio 44114

Attention: Montreal Phillips

Telecopier No.: (216) 222-9555

             

 

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**CONSENT AND REAFFIRMATION**

**(PLEDGOR)**

 

The undersigned pledgor of the Equity Interests of Borrowers securing            the Obligations at any time owing to Agent and Lenders hereby (i) acknowledges receipt            of a copy of the foregoing Joinder Agreement, Second Amendment and Supplement to            Amended and Restated Credit Agreement; (ii) consents to Borrowers’ execution and            delivery thereof; and (iii) affirms that nothing contained therein shall modify in any            respect whatsoever its pledge securing the Obligations and reaffirms that such pledge            is and shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned has executed this Consent and            Reaffirmation as of the date of such Second Amendment to Amended and Restated Credit            Agreement.

             

**RACI HOLDING, INC.**

| By:  /s/                    Stephen P. Jackson,                    Jr.                                   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Name:     Stephen P. Jackson,                        Jr.                                            |
|            Title:         CFO,                    Treasurer,                    Secretary                          |

 

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**EXHIBIT A-1**

 

**FORM OF SECOND AMENDED AND RESTATED REVOLVER NOTE**

 

| U.S. $__________.__ | ______________, 20__ |
|---------------------|----------------------|

FOR VALUE RECEIVED, the undersigned,**REMINGTON            ARMS COMPANY, INC.,**a Delaware corporation, and**RA BRANDS, L.L.C.**, a Delaware limited            liability company (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 Second Amended and Restated Revolver Note (“Note”) is            issued pursuant to, and is one of the “Revolver Notes” referred to in, the            Amended and Restated Credit Agreement dated March 15, 2006 (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”), Bank of America, N.A. as Syndication Agent,            and National City Business Credit, 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.

This Note amends and restates that certain Amended and Restated Revolver            Note dated March 15, 2006, made by Remington Arms Company, Inc. and RA Factors, Inc. to            the order of _____________________________________ in the original maximum principal            amount of $____________ (the “Prior Note”), but does not otherwise            supersede, discharge or satisfy any of Borrowers’ obligations under the Prior            Note and nothing herein shall constitute a novation or an accord and satisfaction with            respect to the Prior Note or any of the other Obligations.

 

-2-

 

----

 

 

IN WITNESS WHEREOF, each Borrower has caused this Note to be executed            and delivered by its duly authorized officer on the date first above            written.

             

**REMINGTON ARMS COMPANY, INC.**

 

| By:______________________________________ |
|-------------------------------------------|

 

 

| Title:___________________________________ |
|-------------------------------------------|

             

             

**RA BRANDS, L.L.C.**

 

| By:______________________________________ |
|-------------------------------------------|

 

 

| Title:___________________________________ |
|-------------------------------------------|

             

 

 

-3-

 

----

 

 

**EXHIBIT A-2**

 

| **FORM OF THIRD AMENDED AND RESTATED SETTLEMENT                        NOTE** |
|-------------------------------------------------------------------------------|

 

|                | ________, ______   |
|---------------------|--------------------|
| U.S. $10,000,000.00 | New York, New York |
|                     |                    |  |

 

FOR VALUE RECEIVED, the undersigned,**REMINGTON            ARMS COMPANY, INC.,**a Delaware corporation, and**RA BRANDS, L.L.C.**, a Delaware limited            liability company (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 $10,000,000 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, and            jointly and severally, 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 Third Amended and Restated Settlement Note (“Note”) is            issued pursuant to, and is the “Settlement Note” referred to in, the            Amended and Restated Credit Agreement dated March 15, 2006 (as the same may be amended,            restated, modified or supplemented, 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”), Bank of America, N.A. as Syndication Agent, and National City            Business Credit, 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            any 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 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            Borrowers. Each Borrower agrees that, without releasing or impairing such            Borrower’s 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.

This Note amends and restates that certain Second Amended and Restated            Settlement Note dated May 31, 2007, made by Remington Arms Company, Inc. to the order            of Wachovia in the original maximum principal amount of $10,000,000 (the “Prior            Settlement Note”), but does not otherwise supersede, discharge or satisfy any of            Borrowers’ obligations under the Prior Settlement Note and nothing herein shall            constitute a novation or an accord and satisfaction with respect to the Prior            Settlement Note or any of the other Obligations.

IN WITNESS WHEREOF, each Borrower has caused this Note to be executed            and delivered by its duly authorized officer on the date first above            written.

 

-2-

 

----

 

 

**REMINGTON ARMS COMPANY, INC.**

 

| By:______________________________________ |
|-------------------------------------------|

 

| Title:___________________________________ |
|-------------------------------------------|

             

             

**RA BRANDS, L.L.C.**

 

| By:______________________________________ |
|-------------------------------------------|

 

| Title:___________________________________ |
|-------------------------------------------|

             

             

             

 

-3-

 

----

 

 

**EXHIBIT A-3**

**FORM OF TERM NOTE**

| U.S. $______________.___ | ____________, 20__ |   |
|--------------------------|--------------------|--------|
|                     | __________________ |
|                          |                    |        |  |

FOR VALUE RECEIVED, the undersigned,**REMINGTON            ARMS COMPANY, INC.,**a Delaware corporation, and**RA BRANDS, L.L.C.**, a Delaware limited            liability company (individually, a “Borrower” and collectively, the            “Borrowers”), hereby unconditionally, and jointly and severally, promise to            pay the order of _______________________________ (herein, together with any subsequent            holder hereof, called the “Holder”), the principal sum of $_________, or so            much thereof as represents Holder’s Pro Rata share of the outstanding principal            amount of the Term Loan pursuant to the terms of the Credit Agreement (as defined            below), on the dates on which such outstanding principal amounts become due and payable            pursuant to**Section 5.3**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 the unpaid principal balance hereof 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 Term Note (“Note”) is issued pursuant to, and is one of            the “Term Notes” referred to in, the Amended and Restated Credit Agreement            dated March 15, 2006 (as the same may be amended, restated, modified or supplemented,            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”), Bank of America, N.A. as Syndication Agent,            and National City Business Credit, 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. This Note is subject to certain restrictions on transfer or            assignment as provided in the Credit Agreement. All capitalized terms used herein,            unless otherwise defined herein, shall have the meanings ascribed to such terms in the            Credit Agreement.

This Note is subject to mandatory prepayment in accordance with the            provisions of**Section 5.3.3**of the            Credit Agreement and to prepayment premiums in accordance with the provisions of**Section 5.3.4**of the Credit Agreement.            Notwithstanding anything to the contrary contained herein, 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.

 

----

 

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            any 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, at its option, may 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            Borrowers. Each Borrower agrees that, without releasing or impairing such            Borrower’s 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 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.

             

             

             

 

-2-

 

----

 

 

IN WITNESS WHEREOF, each Borrower has caused this Note to be executed            and delivered by its duly authorized officer on the date first above            written.

**REMINGTON ARMS COMPANY, INC.**

 

| By:______________________________________ |
|-------------------------------------------|

 

| Title:___________________________________ |
|-------------------------------------------|

             

             

**RA BRANDS, L.L.C.**

 

| By:______________________________________ |
|-------------------------------------------|

 

| Title:___________________________________ |
|-------------------------------------------|

             

             

 

-3-

 

----

 

 

**EXHIBIT B**

 

**Form of Letter of Credit Request**

 

 

| TO: | Lenders listed in that certain Amended and Restated Credit                        Agreement dated March 15, 2006 (as amended, restated, modified or                        supplemented, the “Credit Agreement”), among Remington Arms                        Company, Inc., and the other borrowers named therein, the Lenders listed                        herein 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 Borrowers hereby requests [a] Letter[s] of Credit            as follows:

 

| **Face Amount** | **Date of Issuance** | **Expiry Date** | **Letter of Credit Purpose** | **Name and 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:______________________________________ |
|-------------------------------------------|

 

| Title:___________________________________ |
|-------------------------------------------|

             

             

**RA BRANDS, L.L.C.**

 

| By:______________________________________ |
|-------------------------------------------|

 

| Title:___________________________________ |
|-------------------------------------------|

             

 

----

 

**EXHIBIT C**

 

**Form of Notice of Conversion/Continuation**

 

Date            ______________, 200_

 

Wachovia Bank, National Association, as Agent

301            South College Street

6thFloor

Charlotte, North Carolina 28288

Attention:            _______________________

 

| Re: | Amended and Restated Credit Agreement dated March 15, 2006,                        by and among Remington Arms Company, Inc., the other                        “Borrowers” named therein, certain “Lenders” from                        time to time parties thereto, Wachovia Bank, National Association, as                        Administrative and Collateral Agent for such Lenders, Bank of America, N.A.                        as Syndication Agent and National City Business Credit, Inc. as                        Documentation Agent (as at any time amended, restated, modified or                        supplemented, 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 Loans from one Type to another, as                        follows: |
|--------|------------------------------------------------------------------------------------|

 

| (i) | The requested date of the proposed conversion is                        ______________, ____ (the “Conversion Date”); |
|-----|-----------------------------------------------------------------------------------------------------------------------------------|

 

| (ii) | The Type of 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 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 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 BRANDS, L.L.C.**

 

| By:______________________________________ |
|-------------------------------------------|

 

| Title:___________________________________ |
|-------------------------------------------|

             

             

 

-2-

 

----

 

 

**EXHIBIT D**

 

**Form of Notice of Borrowing**

 

Date            ____________, 200_

 

Wachovia Bank, National Association, as Agent

301            South College Street

6thFloor

Charlotte, North Carolina 28288

Attention: _________________

 

| Re: | Amended and Restated Credit Agreement dated March 15, 2006,                        by and among Remington Arms Company, Inc., the other                        “Borrowers” named therein, certain “Lenders” from                        time to time parties thereto, Wachovia Bank, National Association, as                        Administrative and Collateral Agent for such Lenders, Bank of America, N.A.                        as Syndication Agent and National City Business Credit, Inc. as                        Documentation Agent (as at any time amended, restated, modified or                        supplemented, 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.

             

Each Borrower hereby represents, warrants and certifies to Agent that            the amount of the Obligations incurred and outstanding on the date hereof, taken            together with the amount of the Revolver Loan requested herein, does not exceed the sum            of (i) the amount on the date hereof that constitutes “Permitted            Indebtedness” under clause (i) of the definition of that term in the New Senior            Notes Indenture as in effect on January 24, 2003plus(ii) the amount of Obligations that            Borrowers would be permitted to incur hereunder on such date under clause (xiv) of the            definition of “Permitted Indebtedness” without causing a breach or            violation of the New Senior Notes Indenture as in effect on January 24, 2003,minus(iii) the outstanding principal            balance of the Term Loan on such date.

Borrowers 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 BRANDS, L.L.C.**

 

| By:______________________________________ |
|-------------------------------------------|

 

| Title:___________________________________ |
|-------------------------------------------|

             

             

 

 

-2-

 

----

 

 

**EXHIBIT E**

 

FORM            OF COMPLIANCE CERTIFICATE

 

[Letterhead of Remington]

 

Date:            _____________, 200__

 

Wachovia Bank, National Association, as Agent

301            South College Street

6thFloor

Charlotte, North Carolina 28288

Attention:            ________________________

 

Reference is hereby made to the Amended and Restated Credit Agreement            dated March 15, 2006, by and among Remington Arms Company, Inc., the other borrowers            named therein. (each a “Borrower” and collectively,            “Borrowers”), certain “Lenders” from time to time parties            thereto, Wachovia Bank, National Association, as Administrative and Collateral Agent            for such Lenders, Bank of America, N.A., as Syndication Agent, and National City            Business Credit, Inc., as Documentation Agent (as at any time amended, restated,            modified or supplemented, 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 Borrowers, 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, each Borrower is current in its 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 such            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:______________________________________ |
|-------------------------------------------|

 

| Title:___________________________________ |
|-------------------------------------------|

             

             

**RA BRANDS, L.L.C.**

 

| By:______________________________________ |
|-------------------------------------------|

 

| Title:___________________________________ |
|-------------------------------------------|

             

             

 

 

-2-

 

----

 

 

**REMINGTON ARMS COMPANY, INC. - COMPLIANCE CHECKLIST**

 

**AFFIRMATIVE COVENANTS**

 

| **In****compliance** | **Not in****compliance** | **Covenant**                                                             |
|----------------------|--------------------------|--------------------------------------------------------------------------|
|                 |                     |                                                                     |
| □              | □                  | Notices(Section 10.1.2)                                                  |
| □              | □                  | Financial and Other                        Information. (Section 10.1.3) |
| □              | □                  | Landlord and Storage Agreements(Section 10.1.4)                          |
| □              | □                  | Projections. (Section 10.1.5)                                            |
| □              | □                  | Taxes                        . (Section 10.1.6)                          |
| □              | □                  | Compliance with                        Laws. (Section 10.1.7)            |
| □              | □                  | Insurance. (Section 10.1.8)                                              |
| □              | □                  | Compliance with LC                        Documents. (Section 10.1.9)    |

 

 

----

 

**NEGATIVE COVENANTS**

 

| **In****compliance** | **Not in****compliance** | **Covenant**                                                                                                |
|----------------------|--------------------------|-------------------------------------------------------------------------------------------------------------|
|                 |                     |                                                                                                        |
| □              | □                  | Fundamental Changes. (Section                        10.2.1)

                                         |
| □              | □                  | Loans. (Section                        10.2.2)

                                                       |
| □              | □                  | Permitted Debt. (Section                        10.2.3)

                                              |
| □              | □                  | Affiliate Transactions. (Section                        10.2.4)

                                      |
| □              | □                  | Limitation on Liens. (Section                        10.2.5)

                                         |
| □              | □                  | Subordinated Debt. (Section                        10.2.6)

                                           |
| □              | □                  | Restricted Payments. (Section                        10.2.7)

                                         |
| □              | □                  | Disposition of Assets. (Section                        10.2.9)

                                       |
| □              | □                  | Bill-and-Hold Sales, Etc. (Section                        10.2.11)

                                   |
| □              | □                  | Restricted Investments. (Section                        10.2.12)

                                     |
| □              | □                  | Acquisitions. (Section                        10.2.13)

                                               |
| □              | □                  | Tax Consolidation. (Section                        10.2.15)

                                          |
| □              | □                  | Fiscal Year. (Section                        10.2.16)

                                                |
| □              | □                  | Organization Documents. (Section                        10.2.17)

                                     |
| □              | □                  | Conduct of Business. (Section                        10.2.18)

                                        |
| □              | □                  | Subsidiaries. (Section                        10.2.19)

                                               |
| □              | □                  | Restrictions on Upstream Payments.                        (Section 10.2.20)

                          |
| □              | □                  | Hedging Agreements. (Section                        10.2.21)

                                         |
| □              | □                  | Factoring Documents. (Section                        10.2.22)

                                        |
| □              | □                  | Licenses of Intellectual Property.                        (Section 10.2.23)

                          |

 

----

 

**FINANCIAL COVENANTS**

 

Capitalized terms used herein have the meanings ascribed to such terms            in the Credit Agreement.

 

| **In                        compliance**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | **Not in****compliance**                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | **Covenant**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| □                                                                                                       

                        (i)

                        (ii)                        (iii)                                                                            (iv)                         

                        (a)                                                   

                        (i)

                        (ii)(iii)                         

                        (b) | □

                         

                        __ to 1.0

                        $_____________                        $_____________                        $_____________

                        $_____________                         

                        $                        _____________

                        $_____________                        $_____________                        $_____________

                        $_____________ | Consolidated Fixed Charge Coverage Ratio.                        (Section 10.3.1)                        [Required at any time that the Minimum Availability Condition is not                        satisfied]                                                  The ratio of (a) Consolidated Adjusted EBITDA to (b) Consolidated Fixed                        Charges for the Most Recent Covenant Test Period of at least 1.1 to                        1.0.                                                  (a) *Consolidated Adjusted                        EBITDA:*

*     *(i)                        Consolidated EBITDA,less

                             (ii)                        Capital Expenditures paid,less

                             (iii)                        Restricted Payments paid, to the extent permitted by Section 10.2.7 of the                        Credit Agreement,less

                             (iv)cash provisions for taxes paid based on                        income, provided that the amount of such cash provisions for taxed based on                        income may not be less than zero.

                         

                        (b) *Consolidated Fixed                        Charges:*

                              (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 |

 

| $_____________ | Average Excess Availability for the Fiscal Quarter most recently                        ended. |
|----------------|------------------------------------------------------------------------------------------------|

 

----

 

**ENVIRONMENTAL COVENANTS**

 

| **In                        compliance** | **Not in****compliance** | **Covenant**                                                                        |
|------------------------------------------|--------------------------|-------------------------------------------------------------------------------------|
|                                     |                     |                                                                                |
| □                                  | □                  | Environmental                        Covenants(Section                        10.4) |

 

If not            in compliance with any of the foregoing, please provide a description below:

 

| Section                        No. | Description of                        Non-Compliance        |
|------------------------------------|-------------------------------------------------------------|
|                               |                                                        |
| _______                            | ___________________________________________________________ |
|                               | ___________________________________________________________ |
|                               | ___________________________________________________________ |
|                               | ___________________________________________________________ |
|                               |                                                        |
| _______                            | ___________________________________________________________ |
|                               | ___________________________________________________________ |
|                               | ___________________________________________________________ |
|                               | ___________________________________________________________ |
|                               |                                                        |
| _______                            | ___________________________________________________________ |
|                               | ___________________________________________________________ |
|                               | ___________________________________________________________ |
|                               | ___________________________________________________________ |
|                               |                                                        |
| _______                            | ___________________________________________________________ |
|                               | ___________________________________________________________ |
|                               | ___________________________________________________________ |
|                               | ___________________________________________________________ |
|                               |                                                        |

 

 

----

 

**EXHIBIT G**

 

**FORM OF ASSIGNMENT AND ACCEPTANCE**

 

Dated            as of ______, 200_

 

Reference is made to the Amended and Restated Credit Agreement dated            March 15, 2006 (at any time amended, restated, modified or supplemented, the            “Credit Agreement”), among**REMINGTON ARMS COMPANY,            INC.,**a Delaware corporation, the other borrowers named            therein (individually, a “Borrower” and collectively, the            “Borrowers”), the financial institutions from time to time party to the            Credit Agreement (“Lenders”),**WACHOVIA BANK,            NATIONAL ASSOCIATION**, in its capacity as Administrative and            Collateral Agent for Lenders (in such capacity, the “Agent”),**BANK OF AMERICA, N.A.**, in its capacity as            Syndication Agent, and**NATIONAL CITY BUSINESS CREDIT,            INC.**, in its capacity as Documentation Agent. 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 Revolver 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); (B) Assignor hereby            assigns to Assignee and Assignee hereby purchases and assumes from Assignor (i) a            principal amount of $________ of the outstanding Term Loan and (ii) a principal amount            of $_________ of Assignor’s Term Loan Commitment (which amount includes            Assignor’s outstanding Term Loan Advance being assigned to Assignee pursuant to            clause (B)(i) above and which, according to the records of Agent, represents ________%            of the total Term Loan Commitments of the Lenders under the Credit Agreement) (the            items described in (A) and (B) above being herein collectively referred to as (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 Commitments under the            Credit Agreement (without giving effect to assignments thereof, which have not yet            become effective) is $__________, and the outstanding balance of its 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 Borrowers, 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 Borrower furnished to it by 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.

 

| ***[NAME OF ASSIGNOR]*** |
|--------------------------|

(“Assignor”)

 

| By:_________________________________                              Title:_____________________________

                          |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                     |  |  |

 

 

| ***[NAME OF ASSIGNEE]*** |
|--------------------------|

(“Assignee”)

 

| By:_________________________________                              Title:_____________________________

                          |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                     |  |  |

 

 

-3-

 

----

 

 

**SCHEDULE A TO ASSIGNMENT AND ACCEPTANCE**

 

 

 

-4-

 

----

 

 

**EXHIBIT H**

 

**FORM OF NOTICE**

 

Reference is made to (i) the Amended and Restated Credit Agreement dated            March 15, 2006 (at any time amended, restated, modified or supplemented, the            “Credit Agreement”), among**REMINGTON ARMS COMPANY,            INC.,**a Delaware corporation, the other borrowers named            therein (individually, a “Borrower” and collectively, the            “Borrowers”), the financial institutions from time to time party to the            Credit Agreement (“Lenders”),**WACHOVIA BANK,            NATIONAL ASSOCIATION**, in its capacity as Administrative and            Collateral Agent for Lenders (in such capacity, the “Agent”),**BANK OF AMERICA, N.A.**, in its capacity as            Syndication Agent, and**NATIONAL CITY BUSINESS CREDIT,            INC.**, in its capacity as Documentation Agent, and (ii) the            Assignment and Acceptance dated as of ___________________________, 200__ (the            “Assignment Agreement”) between            _______________________________________________________________________ (the            “Assignor”) and ________________________________________________________            (the “Assignee”). Except as otherwise defined herein, capitalized terms            used herein which are defined in the Credit Agreement are used herein with the            respective meanings specified therein.

 

The Assignor hereby notifies Borrowers and Agent of Assignor’s            intent to assign to Assignee pursuant to the Assignment Agreement a principal amount of            (i) $________ of the outstanding Revolver Loans held by Assignor, (ii) $___________ of            Assignor’s Revolver Commitment (which amount includes the Assignor’s            outstanding Revolver Loans being assigned to Assignee pursuant to clause (i) above),            (iii) $_______________ of the outstanding Term Loan Advance held by Assignor, and (iv)            $_____________ of Assignor’s Term Loan Commitment (which amount includes            Assignor’s outstanding portion of the Term Loan Advance being assigned to            Assignee pursuant to clause (iii) above), together with an interest in the Credit            Documents corresponding to the interest in the Loans and 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 and Term Loan Commitment to be reduced by $_________            and $_________ respectively, and Assignee’s share of the Revolver Commitment and            Term Loan Commitment to be increased by $_________ and $_________            respectively.

 

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_.

 

             

| ***[NAME OF ASSIGNOR]*** |
|--------------------------|

(“Assignor”)

 

| By:_________________________________                              Title:_____________________________

                          |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                     |  |  |

 

 

             

| ***[NAME OF ASSIGNEE]*** |
|--------------------------|

(“Assignee”)

 

| By:_________________________________                              Title:_____________________________

                          |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                     |  |  |

 

ACKNOWLEDGED AND AGREED TO

AS            OF THE DATE SET FORTH ABOVE:

 

**BORROWERS**:

 

**REMINGTON ARMS COMPANY, INC.**

 

| By:____________________________ |
|---------------------------------|

 

| Title:_________________________ |
|---------------------------------|

 

 

**RA BRANDS, L.L.C.**

 

| By:____________________________ |
|---------------------------------|

 

| Title:_________________________ |
|---------------------------------|

 

 

 

 

 

 

 

-2-

             

----

 

 

**WACHOVIA BANK, NATIONAL            ASSOCIATION**,

as            Agent

 

| By:____________________________ |
|---------------------------------|

 

Title:_________________________

 

-3-

             

----

 

 

**EXHIBIT I**

**FORM OF U.S. TAX COMPLIANCE CERTIFICATE**

Reference is made to the Loan(s) held by the undersigned pursuant to the            Amended and Restated Credit Agreement (as amended, supplemented, waived or otherwise            modified from time to time, the “Credit            Agreement”), made on March 15, 2006, by and among            Remington Arms Company, Inc., a Delaware corporation            (“Remington”), the other            borrowers named therein (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”), Bank of            America, N.A., in its capacity as syndication agent and National City Business Credit,            Inc., 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- |
|-----|

 

----

 

 

SUPPLEMENTS TO SCHEDULES

FOR            BRANDS TO BE ATTACHED BY BORROWERS

 

| 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                                                                                         |   |
|                  |                                                                                                            |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |