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                                                                     Exhibit 4.4


                BORROWER PATENT AND TRADEMARK SECURITY AGREEMENT


                  BORROWER PATENT AND TRADEMARK SECURITY AGREEMENT, dated as of
April 28, 2000, made by REMINGTON ARMS COMPANY, INC., a Delaware corporation
(the "Grantor"), in favor of THE CHASE MANHATTAN BANK, as administrative agent
(in such capacity, the "Administrative Agent") for the several banks and other
financial institutions (the "Lenders") from time to time parties to the Amended
and Restated Credit Agreement, dated as of April 28, 2000 (as the same may be
amended, supplemented, waived or otherwise modified from time to time, the
"Credit Agreement"), among the Grantor, the Chase Securities Inc. and Banc of
America Securities LLC, as joint lead arrangers, Bank of America, N.A., as
syndication agent. Goldman Sachs Credit Partners, L.P., as documentation agent
collectively the "Other Representatives", the Administrative Agent, and the
Lenders.



                              W I T N E S S E T H :


                  WHEREAS, the Grantor is a party to the Borrower Security
Agreement, dated as of April 28, 2000 (as amended, supplemented or otherwise
modified from time to time, the "Borrower Security Agreement"), made by the
Grantor in favor of the Administrative Agent, for the ratable benefit of the
Lenders;

                  WHEREAS, the Grantor owns certain Trademarks and Trademark
Licenses listed on Schedule I hereto;

                  WHEREAS, the Grantor owns certain Patents and Patent Licenses
listed on Schedule II;

                  WHEREAS, pursuant to the Borrower Security Agreement, the
Grantor has granted to the Administrative Agent, for the ratable benefit of the
Lenders, a security interest in all right, title and interest of the Grantor in,
to and under the Collateral (as hereinafter defined), including the property
listed on the attached Schedules I and II, together with any renewal or
extension thereof, and all Proceeds thereof, to secure the payment of the
Obligations; and

                  WHEREAS, it is a condition precedent to the obligations of the
Lenders to make their respective initial Extensions of Credit to the Grantor
under the Credit Agreement that the Grantor shall have executed and delivered
this Agreement to the Administrative Agent, for the ratable benefit of the
Lenders;

                  NOW, THEREFORE, in consideration of the premises and to induce
the Administrative Agent, the Other Representatives and the Lenders to enter
into the Credit Agreement and to make their respective Extensions of Credit to
the Grantor thereunder, the Grantor hereby agrees with the Administrative Agent,
for the ratable benefit of the Lenders, as follows:


1 Defined Terms. (a) Unless otherwise defined herein, capitalized terms defined
in the Credit Agreement are used herein as defined therein. The following terms
shall have the following meanings:

                  "Agreement": this Borrower Patent and Trademark Security
         Agreement, as the same may be amended, supplemented, waived or
         otherwise modified from time to time.

                  "Code": the Uniform Commercial Code as from time to time in
         effect in the State of New York.

                  "Collateral":  as defined in Section 2 of this Agreement.


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                  "General Intangibles": as defined in Section 9-106 of the
         Code, including, without limitation, all Patents and Trademarks now or
         hereafter owned by the Grantor to the extent such Patents and
         Trademarks would be included in General Intangibles under the Code.

                  "Obligations": the collective reference to the unpaid
         principal of and interest on (including, without limitation, interest
         accruing after the maturity of the Loans and Reimbursement Obligations
         and interest accruing after the filing of any petition in bankruptcy,
         or the commencement of any insolvency, reorganization or like
         proceeding, relating to the Grantor whether or not a claim for
         post-filing or post-petition interest is allowed in such proceeding)
         the Loans, the Reimbursement Obligations and all other obligations and
         liabilities of the Grantor to the Administrative Agent, the Other
         Representatives and the Lenders, whether direct or indirect, absolute
         or contingent, due or to become due, or now existing or hereafter
         incurred, which may arise under, out of, or in connection with, the
         Credit Agreement, the Notes, the Letters of Credit, the other Loan
         Documents, any Interest Rate Agreement entered into with any Lender,
         any Guarantee Obligations of the Grantor referred to in Section 8.4(b)
         of the Credit Agreement as to which any Lender is a beneficiary, and
         any other document made, delivered or given in connection with any of
         the foregoing, in each case whether on account of principal, interest,
         reimbursement obligations, amounts payable in connection with a
         termination of any transaction entered into pursuant to an Interest
         Rate Agreement entered into with any Lender, amounts payable to any
         Lender in connection with any such Guarantee Obligation, fees,
         indemnities, costs, expenses or otherwise (including, without
         limitation, all reasonable fees and disbursements of counsel to the
         Administrative Agent, any Other Representative or any Lender that are
         required to be paid by the Grantor pursuant to the terms of the Credit
         Agreement or any other Loan Document).

                  "Patent License": all United States written license agreements
         with any unaffiliated Person in connection with any of the Patents or
         such other Person's patents, whether the Grantor is a licensor or a
         licensee under any such license agreement, including, without
         limitation, the license agreements listed on Schedule II attached
         hereto and made a part hereof, subject, in each case, to the terms of
         such license agreements, and the right to prepare for sale, sell and
         advertise for sale, all Inventory (as defined in the Borrower Security
         Agreement) now or hereafter covered by such licenses.

                  "Patents": all United States patents, patent applications and
         patentable inventions, including, without limitation, all patents and
         patent applications identified in Schedule II attached hereto and made
         a part hereof, and including without limitation (a) all inventions and
         improvements described and claimed therein, and patentable inventions,
         (b) the right to sue or otherwise recover for any and all past, present
         and future infringements and misappropriations thereof, (c) all income,
         royalties, damages and other payments now and hereafter due and/or
         payable with respect thereto (including, without limitation, payments
         under all licenses entered into in connection therewith, and damages
         and payments for past or future infringements thereof), and (d) all
         rights corresponding thereto in the United States and all reissues,
         divisions, continuations, continuations-in-part, substitutes, renewals,
         and extensions thereof, all improvements thereon, and all other rights
         of any kind whatsoever of the Grantor accruing thereunder or pertaining
         thereto (Patents and Patent Licenses being, collectively, the "Patent
         Collateral").

                  "Trademark License": all United States written license
         agreements with any unaffiliated Person in connection with any of the
         Trademarks or such other Person's names or trademarks, whether the
         Grantor is a licensor or a licensee under any such license agreement,
         including, without limitation, the license agreements listed on
         Schedule I attached hereto and made a part hereof, subject, in each
         case, to the terms of such license agreements, and the right to prepare
         for sale, sell and advertise for sale, all Inventory (as defined in the
         Borrower Security Agreement) now or hereafter covered by such licenses.

                  "Trademarks": all United States trademarks, service marks,
         trade names, trade dress or other indicia of trade origin, trademark
         and service mark registrations, and applications for trademark or
         service mark registrations (except for "intent to use" applications for
         trademark or service mark registrations filed pursuant to Section 1(b)
         of the Lanham Act, unless and until an Amendment to Allege Use or a
         Statement


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         of Use under Sections 1(c) and 1(d) of said Act has been filed), and
         any renewals thereof, including, without limitation, each registration
         and application identified in Schedule I attached hereto and made a
         part hereof, and including without limitation (a) the right to sue or
         otherwise recover for any and all past, present and future
         infringements and misappropriations thereof, (b) all income, royalties,
         damages and other payments now and hereafter due and/or payable with
         respect thereto (including, without limitation, payments under all
         licenses entered into in connection therewith, and damages and payments
         for past or future infringements thereof), and (c) all rights
         corresponding thereto in the United States and all other rights of any
         kind whatsoever of the Grantor accruing thereunder or pertaining
         thereto, together in each case with the goodwill of the business
         connected with the use of, and symbolized by, each such trademark,
         service mark, trade name, trade dress or other indicia of trade origin
         (Trademarks and Trademark Licenses being, collectively, the "Trademark
         Collateral").

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

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

                  2 Grant of Security Interest. As collateral security for the
prompt and complete payment and performance when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations the Grantor hereby
assigns, pledges and grants, subject to existing licenses granted by the Grantor
in the ordinary course of business with respect to the Collateral (as
hereinafter defined), to the Administrative Agent, for the ratable benefit of
the Lenders, a security interest in all of the following property now owned or
at any time hereafter acquired by the Grantor or in which the Grantor now has or
at any time in the future may acquire any right, title or interest
(collectively, the "Collateral"):

                           (i)      all Trademarks;

                           (ii)     all Trademark Licenses;

                           (iii)    all Patents;

                           (iv)     all Patent Licenses;

                           (v)      all General Intangibles connected with the
         use of or symbolized by the Trademarks and Patents; and

                           (vi)     to the extent not otherwise included, all
         Proceeds and products of any and all of the foregoing;

provided, that the foregoing grant of a security interest with respect to
General Intangibles, Patent Licenses and Trademark Licenses shall not include a
security interest in, and the Collateral shall not include, any Patent License
or Trademark License with or issued by Persons other than a Subsidiary of the
Grantor that would otherwise be included in the Collateral to the extent that
the grant by the Grantor of such security interest is prohibited by the terms
and provisions of the written agreement or document or instrument creating or
evidencing such license or permit or Patent License or Trademark License, or
gives the other party thereto the right to terminate such Patent License or
Trademark License in the event of the grant of a security interest with respect
thereto. The Grantor shall use its reasonable best efforts to (i) avoid entering
into agreements or contracts which would prohibit the Grantor from granting a
security interest in such Patent Licenses or Trademark Licenses pursuant to the
terms of this Agreement and (ii) cause each such Patent License or Trademark
License entered into, created or made by it after the Effective Date to be
subject to the Lien and security interest created pursuant to this Agreement.


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                  SECTION 3. Grantor Remains Liable; Limitations on
Administrative Agent's and Lenders' Obligations. Anything herein to the contrary
notwithstanding, (a) the Grantor shall remain liable under the contracts and
agreements included in the Collateral to the extent set forth therein to perform
all of its duties and obligations thereunder to the same extent as if this
Agreement had not been executed, (b) the exercise by the Administrative Agent of
any of the rights hereunder shall not release the Grantor from any of its duties
or obligations under the contracts and agreements included in the Collateral,
and (c) neither the Administrative Agent, the Other Representatives, nor any
Lender shall have any obligation or liability under the contracts and agreements
included in the Collateral by reason of this Agreement, nor shall the
Administrative Agent, the Other Representatives, or any Lender be obligated to
perform any of the obligations or duties of the Grantor thereunder or to take
any action to collect or enforce any claim for payment assigned hereunder.

                  4   Representations and Warranties. The Grantor represents and
warrants as to itself and its Collateral as follows:

                  (a) Title; No Other Liens. Except for the Liens granted to the
         Administrative Agent, for the ratable benefit of the Lenders, pursuant
         to this Agreement and the other Liens permitted to exist on the
         Collateral pursuant to the Loan Documents (including without limitation
         any Lien permitted to exist pursuant to Section 8.3 of the Credit
         Agreement), the Grantor is (or, in the case of after-acquired
         Collateral, will be) the sole, legal and beneficial owner of the entire
         right, title and interest in and to the Trademarks set forth on
         Schedule I hereto and the Patents set forth in Schedule II hereto free
         and clear of any and all Liens. No security agreement, financing
         statement or other public notice similar in effect with respect to all
         or any part of the Collateral is on file or of record in any public
         office (including, without limitation, the United States Patent and
         Trademark Office), except such as may have been filed in favor of the
         Administrative Agent, for the ratable benefit of the Lenders, pursuant
         to this Agreement or as may be permitted pursuant to the Loan
         Documents.

                  (b) Perfected First Priority Liens. (i) This Agreement is
         effective to create, as collateral security for the Obligations, valid
         and enforceable Liens on the Collateral in favor of the Administrative
         Agent for the ratable benefit of the Lenders, except as enforceability
         may be affected by bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and other similar laws relating to or
         affecting creditor's rights generally, general equitable principles
         (whether considered in a proceeding in equity or at law) and an implied
         covenant of good faith and fair dealing.

                  (ii)     Except with regard to Liens (if any) on Specified
         Assets, and except with regard to Liens upon Patents and Trademarks and
         Patent Licenses and Trademark Licenses, which Liens, to the extent not
         otherwise perfected by the filing of financing statements under the
         Code in accordance herewith, would in the case of Patents and
         Trademarks listed in Schedule I and II hereto, or in the case of Patent
         Licenses and Trademark licenses listed in Schedule I and II hereto may,
         be perfected upon the filing, acceptance and recordation thereof in the
         United States Patent and Trademark Office, upon the completion of the
         Filings, the Liens created pursuant to this Agreement will constitute
         valid Liens on and (to the extent provided herein) perfected security
         interests in the Collateral in favor of the Administrative Agent for
         the ratable benefit of the Lenders, and will be prior to all other
         Liens of all other Persons other than Permitted Liens, and enforceable
         as such as against all other Persons other than Ordinary Course Buyers,
         except to the extent that the recording of an assignment or other
         transfer of title to the Administrative Agent or the recording of other
         applicable documents in the United States Patent and Trademark Office
         or United States Copyright Office may be necessary for perfection or
         enforceability, and except as enforceability may be limited by
         applicable bankruptcy, insolvency, reorganization, moratorium or
         similar laws affecting the enforcement of creditors' rights generally
         and by general equitable principles (whether enforcement is sought by
         proceedings in equity or at law) or by an implied covenant of good
         faith and fair dealing. As used in this Section 4(b)(ii), the following
         terms shall have the following meanings:

                           "Filings": the filing or recording of the Financing
                  Statements, any Patent and Trademark Security Agreement as set
                  forth in Schedule __, and any filings after the Closing Date
                  in any other jurisdiction as may be necessary under any
                  Requirement of Law.


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                           "Financing Statements": the financing statements
                  delivered to the Administrative Agent by the Borrower on the
                  Closing Date for filing in the jurisdictions listed in
                  Schedule 6.1(m) to the Credit Agreement.

                           "Permitted Liens": Liens permitted pursuant to the
                  Loan Documents, including without limitation those permitted
                  to exist pursuant to subsection 8.3 of the Credit Agreement.

                           "Specified Assets": the following property and assets
                  of the Borrower:

                                    (1) Patents, Patent Licenses, Trademarks and
                           Trademark Licenses to the extent that (a) Liens
                           thereon which cannot be perfected by the filing of
                           financing statements under the Uniform Commercial
                           Code or by the filing and acceptance thereof in the
                           United States Patent and Trademark Office or (b) such
                           Patents, Patent Licenses, Trademarks and Trademark
                           Licenses are not, individually or in the aggregate,
                           material to the business of Grantor and its
                           Subsidiaries taken as a whole;

                                    (2) Copyrights and Copyright Licenses and
                           Accounts or receivables arising therefrom to the
                           extent that the Uniform Commercial Code as in effect
                           from time to time in the relevant jurisdiction is not
                           applicable to the creation or perfection of Liens
                           thereon; and

                                    (3) Collateral for which the perfection of
                           Liens thereon requires filings in or other actions
                           under the laws of jurisdictions outside the United
                           States of America, any State, territory or dependency
                           thereof or the District of Columbia;

                  (c) Consents. No consent of any party (other than the Grantor)
         to any Patent License or Trademark License constituting Collateral is
         required, or purports to be required, to be obtained by or on behalf of
         the Grantor in connection with the execution, delivery and performance
         of this Agreement that has not been obtained. Each Patent License and
         Trademark License constituting Collateral is in full force and effect
         and constitutes a valid and legally enforceable obligation of the
         Grantor and (to the knowledge of the Grantor) each other party thereto
         except as enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium or similar laws affecting the enforcement of
         creditor's rights generally and by general equitable principles
         (whether enforcement is sought by proceedings in equity or at law) and
         except to the extent the failure of any such Patent License or
         Trademark License constituting Collateral to be in full force and
         effect or valid or legally enforceable would not be reasonably
         expected, in the aggregate, to have a material adverse effect on the
         value of the Collateral (as defined in the Credit Agreement). No
         consent or authorization of, filing with or other act by or in respect
         of any Governmental Authority is required in connection with the
         execution, delivery, performance, validity or enforceability of any of
         the Patent Licenses or Trademark Licenses constituting Collateral by
         any party thereto other than those which have been duly obtained, made
         or performed and are in full force and effect and those the failure of
         which to make or obtain would not be reasonably expected, in the
         aggregate, to have a material adverse effect on the value of the
         Collateral (as defined in the Credit Agreement). Neither the Grantor
         nor (to the knowledge of the Grantor) any other party to any Patent
         License or Trademark License constituting Collateral is in default in
         the performance or observance of any of the terms thereof, except for
         such defaults as would not reasonably be expected, in the aggregate, to
         have a material adverse effect on the value of the Collateral (as
         defined in the Credit Agreement). The right, title and interest of the
         Grantor in, to and under each Patent License and Trademark License
         constituting Collateral are not subject to any defense, offset,
         counterclaim or claim which would be reasonably expected, either
         individually or in the aggregate, to have a material adverse effect on
         the value of the Collateral (as defined in the Credit Agreement).

                  (d) Schedules I and II are Complete; All Filings Have Been
         Made. Set forth in Schedules I and II is a complete and accurate list
         of the Trademarks and Patents owned by the Grantor as of the date
         hereof. The Grantor has made all necessary filings and recordations to
         protect and maintain its interest in the


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         Trademarks and Patents set forth in Schedules I and II, including,
         without limitation, all necessary filings and recordings, and payments
         of all maintenance fees, in the United States Patent and Trademark
         Office to the extent such Trademarks and Patents are material to the
         Grantor's business. Set forth in Schedules I and II is a complete and
         accurate list of all of the material Trademark Licenses and material
         Patent Licenses owned by the Grantor as of the date hereof.

                  (e) The Trademarks and Trademark Licenses are Subsisting and
         Not Adjudged Invalid. As of the date hereof, each trademark
         registration and trademark application of the Grantor set forth in
         Schedule I is subsisting as of the date hereof and has not been
         adjudged invalid, unregisterable or unenforceable, in whole or in part,
         and, to the best of the Grantor's knowledge, is valid, registrable and
         enforceable. As of the date hereof, each of the Trademark Licenses set
         forth in Schedule I is validly subsisting and has not been adjudged
         invalid or unenforceable, in whole or in part, and, to the best of the
         Grantor's knowledge, is valid and enforceable. As of the date hereof,
         the Grantor has notified the Administrative Agent in writing of all
         uses of any item of Trademark Collateral material to the Grantor's
         business of which the Grantor is aware which could reasonably be
         expected to lead to such item becoming invalid or unenforceable,
         including unauthorized uses by third parties and uses which were not
         supported by the goodwill of the business connected with such
         Collateral.

                  (f) The Patent and Patent Licenses are Subsisting and Not
         Adjudged Invalid. As of the date hereof, each patent and patent
         application of the Grantor set forth in Schedule II is subsisting and
         has not been adjudged invalid, unpatentable or unenforceable, in whole
         or in part, and, to the best of the Grantor's knowledge, is valid,
         patentable and enforceable. As of the date hereof, each of the Patent
         Licenses set forth in Schedule II is validly subsisting and has not
         been adjudged invalid or unenforceable, in whole or in part, and, to
         the best of the Grantor's knowledge, is valid and enforceable. As of
         the date hereof, the Grantor has notified the Administrative Agent in
         writing of all uses of any item of Patent Collateral material to the
         Grantor's business of which the Grantor is aware which could reasonably
         be expected to lead to such item becoming invalid or unenforceable.

                  (g) No Previous Assignments or Releases. As of the date
         hereof, the Grantor has not made a previous assignment, sale, transfer
         or agreement constituting a present or future assignment, sale,
         transfer or encumbrance of any of the Collateral, except with respect
         to exclusive licenses granted in the ordinary course of business or as
         permitted by this Agreement or the Loan Documents. As of the date
         hereof, the Grantor has not granted any license, shop right, release,
         covenant not to sue, or non-assertion assurance to any Person with
         respect to any part of the Collateral except in the ordinary course of
         business.

                  (h) Proper Statutory Notice. The Grantor has marked its
         products with the trademark registration symbol 7, the numbers of all
         appropriate patents, the common law trademark symbol J, or the
         designation "patent pending," as the case may be, to the extent that it
         is reasonably and commercially practicable.

                  (i) No Knowledge of Claims Likely to Arise. Except for the
         Trademark Licenses and Patent Licenses listed in Schedules I and II
         hereto, the Grantor has no knowledge of the existence of any right or
         any claim (other than as provided by this Agreement or the Loan
         Documents) that is likely to be made under or against any item of
         Collateral contained on Schedules I and II which would have a Material
         Adverse Effect.

                  (j) No Knowledge of Existing or Threatened Claims. No claim
         has been made and is continuing or, to the best of the Grantor's
         knowledge, threatened that the use by the Grantor of any item of
         Collateral is invalid or unenforceable or that the use by the Grantor
         of any Collateral does or may violate the rights of any Person, which
         would have a Material Adverse Effect. To the best of the Grantor's
         knowledge, there is currently no infringement or unauthorized use of
         any item of Collateral contained on Schedules I and II which would have
         a Material Adverse Effect.


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

                  (a) Further Documentation; Pledge of Instruments and Chattel
         Paper. At any time and from time to time, upon the written request of
         the Administrative Agent or the Grantor, as the case may be, and at the
         sole expense of the Grantor, the Grantor or the Administrative Agent,
         as the case may be, will promptly and duly execute and deliver such
         further instruments and documents and take such further action as the
         Administrative Agent or the Grantor may reasonably request for the
         purpose of obtaining or preserving the full benefits of this Agreement
         and of the rights and powers herein granted, including, without
         limitation, the filing of any financing or continuation statements
         under the Uniform Commercial Code in effect in any jurisdiction with
         respect to the Liens created hereby. The Grantor also hereby authorizes
         the Administrative Agent to file any such financing or continuation
         statement without the signature of the Grantor to the extent permitted
         by applicable law. A carbon, photostatic or other reproduction of this
         Agreement shall be sufficient as a financing statement for filing in
         any jurisdiction. The Administrative Agent agrees to notify the Grantor
         and the Grantor agrees to notify the Administrative Agent of any
         financing or continuation statement filed by it pursuant to this
         Section 5(a), provided that any failure to give any such notice shall
         not affect the validity or effectiveness of any such filing.

                  (b) Indemnification and Expenses. The Grantor agrees to pay,
         and to save the Administrative Agent, the Other Representatives and the
         Lenders harmless from, any and all liabilities and reasonable costs and
         expenses (including, without limitation, reasonable legal fees and
         expenses) (i) with respect to, or resulting from, any delay by the
         Grantor in complying with any material Requirement of Law applicable to
         any of the Collateral, or (ii) in connection with any of the
         transactions contemplated by this Agreement, provided that such
         indemnity shall not, as to the Administrative Agent, any Other
         Representatives or any Lender, be available to the extent that such
         liabilities, costs and expenses resulted from the gross negligence or
         willful misconduct of the Administrative Agent, any Other
         Representative or any Lender. In any suit, proceeding or action brought
         by the Administrative Agent, any Other Representative or any Lender
         under any of the Collateral for any sum owing thereunder, or to enforce
         any of the Collateral, the Grantor will save, indemnify and keep the
         Administrative Agent, such Other Representative and such Lender
         harmless from and against all expense, loss or damage suffered by
         reason of any defense or counterclaim raised in any such suit,
         proceeding or action.

                  (c) Maintenance of Records. (i) The Grantor will keep and
         maintain at its own cost and expense reasonably satisfactory and
         complete records of the Collateral, and shall mark such records to
         evidence this Agreement and the Liens and the security interests
         created hereby. For the Administrative Agent's and the Lenders' further
         security, the Administrative Agent, for the ratable benefit of the
         Lenders, shall have a security interest in all of the Grantor's books
         and records pertaining to the collateral, and the Grantor shall permit
         the Administrative Agent or its representatives to review such books
         and records upon reasonable advance notice during normal business hours
         at the location where such books and records are kept and at the
         reasonable request of the Administrative Agent.

                  (d) Right of Inspection. Upon reasonable advance notice to the
         Grantor and at reasonable intervals, or at any time and from time to
         time after the occurrence and during the continuance of an Event of
         Default, the Administrative Agent and the Lenders and their respective
         representatives shall have reasonable access during normal business
         hours to all the books, correspondence and records of the Grantor, and
         the Administrative Agent and the Lenders and their respective
         representatives may examine the same, and to the extent reasonable take
         extracts therefrom and make photocopies thereof, and the Grantor agrees
         to render to the Administrative Agent and the Lenders, at the Grantor's
         reasonable cost and expense, such clerical and other assistance as may
         be reasonable requested with regard thereto.


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                  (e) Compliance with Laws, etc. The Grantor will comply in all
         material respects with all Requirements of Law applicable to the
         Collateral or any part thereof, except to the extent that the failure
         to so comply would not be reasonably expected to materially adversely
         affect in the aggregate the Administrative Agent's or the Lenders'
         rights hereunder, the priority of their Liens on the Collateral or the
         value of the Collateral (as defined in the Credit Agreement).

                  (f) Further Identification of Collateral. The Grantor will
         furnish to the Administrative Agent and the Lenders from time to time
         such statements and schedules further identifying and describing the
         Collateral, and such other reports in connection with the Collateral,
         as the Administrative Agent may reasonably request, all in reasonable
         detail.

                  (g) Security Interest in Any Newly Acquired Collateral. The
         Grantor agrees that, should it obtain an ownership interest in any
         Trademark, Patent, Trademark License or Patent License, which is not
         now a part of the Collateral, (i) the provisions of Section 2 shall
         automatically apply thereto, (ii) any such Trademark, Patent, Trademark
         License and Patent License shall automatically become part of the
         Collateral, and (iii) with respect to any ownership interest in any
         Trademark, Patent, Trademark License or Patent License that the Grantor
         should obtain which the Grantor reasonably deems is material to its
         business, it shall give notice thereof to the Administrative Agent and
         the Lenders in writing, in reasonable detail, at their respective
         addresses set forth in the Credit Agreement within 45 days after the
         end of the calendar quarter in which such ownership interest is
         obtained. The Grantor authorizes the Administrative Agent to modify
         this Agreement by amending Schedules I and II (and will cooperate
         reasonably with the Administrative Agent in effecting any such
         amendment) to include on Schedule I any Trademark and Trademark License
         and on Schedule II any Patent or Patent License of which it receives
         notice under this Section.

                  (h) Maintenance of the Trademark Collateral. The Grantor
         agrees to take all necessary steps, including, without limitation, in
         the United States Patent and Trademark Office or in any court, to (i)
         maintain each trademark registration and each Trademark License
         identified on Schedule I hereto, and (ii) pursue each trademark
         application now or hereafter identified in Schedule I hereto,
         including, without limitation, the filing of responses to office
         actions issued by the United States Patent and Trademark Office, the
         filing of applications for renewal, the filing of affidavits under
         Sections 8 and 15 of the United States Trademark Act, and the
         participation in opposition, cancellation, infringement and
         misappropriation proceedings, except, in each case in which the Grantor
         has reasonably determined that any of the foregoing is not of material
         economic value to it. The Grantor agrees to take corresponding steps
         with respect to each new or acquired trademark registration, trademark
         application or any rights obtained under any Trademark License, in each
         case, which it is now or later becomes entitled, except in each case in
         which the Grantor has reasonably determined that any of the foregoing
         is not of material economic value to it. Any expenses incurred in
         connection with such activities shall be borne by the Grantor.

                  (i) Maintenance of the Patent Collateral. The Grantor agrees
         to take all necessary steps, including, without limitation, in the
         United States Patent and Trademark Office or in any court, to (i)
         maintain each patent and each Patent License identified on Schedule II
         hereto, and (ii) pursue each patent application, now or hereafter
         identified in Schedule II hereto, including, without limitation, the
         filing of divisional, continuation, continuation-in-part and substitute
         applications, the filing of applications for reissue, renewal or
         extensions, the payment of maintenance fees, and the participation in
         interference, reexamination, opposition, infringement and
         misappropriation proceedings, except, in each case in which the Grantor
         has reasonably determined that any of the foregoing is not of material
         economic value to it. The Grantor agrees to take corresponding steps
         with respect to each new or acquired patent, patent application, or any
         rights obtained under any Patent License, in each case, which it is now
         or later becomes entitled, except in each case in which the Grantor has
         reasonably determined that any of the foregoing is not of material
         economic value to it. Any expenses incurred in connection with such
         activities shall be borne by the Grantor.


                                       8
<PAGE>   9

                  (j) Grantor Shall Not Abandon any Collateral. The Grantor
         shall not abandon any trademark registration, patent or any pending
         trademark or patent application, without the written consent of the
         Administrative Agent, unless the Grantor shall have previously
         determined that such use or the pursuit or maintenance of such
         trademark registration, patent or pending trademark or patent
         application is not of material economic value to it, in which case, the
         Grantor will, at least annually, give notice of any such abandonment to
         the Administrative Agent and the Lenders in writing, in reasonable
         detail, at their respective addresses set forth in the Credit
         Agreement.

                  (k) Infringement of Any Collateral. In the event that the
         Grantor becomes aware that any item of the Collateral which the Grantor
         has reasonably determined to be material to its business is infringed
         or misappropriated by a third party, the Grantor shall promptly notify
         the Administrative Agent and the Lenders promptly and in writing, in
         reasonable detail, at their respective addresses set forth in the
         Credit Agreement, and shall take such actions as the Grantor or the
         Administrative Agent deems reasonably appropriate under the
         circumstances to protect such Collateral, including, without
         limitation, suing for infringement or misappropriation and for an
         injunction against such infringement or misappropriation. Any expense
         incurred in connection with such activities shall be borne by the
         Grantor. The Grantor will advise the Administrative Agent and the
         Lenders promptly and in writing, in reasonable detail, at their
         respective addresses set forth in the Credit Agreement, of any adverse
         determination or the institution of any proceeding (including, without
         limitation, the institution of any proceeding in the United States
         Patent and Trademark Office or any court) regarding any item of the
         Collateral which has a Material Adverse Effect.

                  (l) Use of Statutory Notice. The Grantor shall mark its
         products with the trademark registration symbol 7, the numbers of all
         appropriate patents, the common law trademark symbol J, or the
         designation "patent pending," as the case may be, to the extent that it
         is reasonably and commercially practicable.

                  (m) Limitation on Liens on Collateral. The Grantor will not
         create, incur or permit to exist, will defend the Collateral against,
         and will take such other action as is reasonably necessary to remove,
         any Lien or material adverse claim on or to any of the Collateral,
         other than exclusive licenses granted in the ordinary course of
         business and the Liens created by this Agreement and other than as
         permitted pursuant to the Loan Documents, and will defend the right,
         title and interest of the Administrative Agent and the Lenders in and
         to any of the Collateral against the claims and demands of all Persons
         whomsoever.

                  (n) Limitations on Dispositions of Collateral. Without the
         prior written consent of the Administrative Agent, the Grantor will not
         sell, assign, transfer, exchange or otherwise dispose of, or grant any
         option with respect to, the Collateral, or attempt, offer or contract
         to do so, except with respect to exclusive licenses in the ordinary
         course of business or as permitted by this Agreement or the Loan
         Documents.

                  (o) Notices. The Grantor will advise the Administrative Agent
         and the Lenders promptly, in reasonable detail, at their respective
         addresses set forth in the Credit Agreement, (i) of any Lien (other
         than Liens created hereby or permitted under the Loan Documents) on, or
         material adverse claim asserted against, Patents or Trademarks and (ii)
         of the occurrence of any other event which would reasonably be expected
         in the aggregate to have a material adverse effect on the aggregate
         value of the Collateral or the Liens created hereunder.

                  6   Administrative Agent's Appointment as Attorney-in-Fact.

                  (a) Powers. The Grantor hereby irrevocably constitutes and
appoints the Administrative Agent and any officer or agent thereof, with full
power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of the Grantor and in the
name of the Grantor or in its own name, from time to time in the Administrative
Agent's discretion, for the purpose of carrying out the terms of this Agreement,
to take any and all appropriate action and to execute any and all documents and
instruments which


                                       9
<PAGE>   10

may be necessary or desirable to accomplish the purposes of this Agreement, and,
without limiting the generality of the foregoing, the Grantor hereby gives the
Administrative Agent the power and right, on behalf of the Grantor, without
notice to or assent by the Grantor, to do the following at any time when any
Event of Default shall have occurred and be continuing, and to the extent
permitted by law:

                      (i)  to execute and deliver any and all agreements,
         instruments, documents, and papers as the Administrative Agent may
         reasonably request to evidence the Administrative Agent's, the Other
         Representatives' and the Lenders' security interest in any of the
         Collateral;

                     (ii)  in the name of the Grantor or its own name, or
         otherwise, to take possession of and indorse and collect any checks,
         drafts, notes, acceptances or other instruments for the payment of
         moneys due under any General Intangible (to the extent that any of the
         foregoing constitute Collateral) or with respect to any other
         Collateral and to file any claim or to take any other action or
         institute any proceeding in any court of law or equity or otherwise
         deemed appropriate by the Administrative Agent for the purpose of
         collecting any and all such moneys due under any such General
         Intangible or with respect to any such other Collateral whenever
         payable;

                    (iii)  to pay or discharge Liens placed on the Collateral,
         other than Liens permitted under this Agreement or the Loan Documents;
         and

                     (iv)  (A) to direct any party liable for any payment under
         any of the Collateral to make payment of any and all moneys due or to
         become due thereunder directly to the Administrative Agent or as the
         Administrative Agent shall direct; (B) to ask for, or demand, collect,
         receive payment of and receipt for, any and all moneys, claims and
         other amounts due or to become due at any time in respect of or arising
         out of any of the Collateral; (C) to sign and indorse any invoices,
         freight or express bills, bills of lading, storage or warehouse
         receipts, drafts against debtors, assignments, verifications, notices
         and other documents in connection with any of the Collateral; (D) to
         commence and prosecute any suits, actions or proceedings at law or in
         equity in any court of competent jurisdiction to collect the Collateral
         or any thereof and to enforce any other right in respect of any
         Collateral; (E) to defend any suit, action or proceeding brought
         against the Grantor with respect to any of the Collateral; (F) to
         settle, compromise or adjust any suit, action or proceeding described
         in clause (E) above and, in connection therewith, to give such
         discharges or releases as the Administrative Agent may deem
         appropriate; (G) subject to any pre-existing rights or licenses, to
         assign any Patent or Trademark constituting Collateral (along with the
         goodwill of the business to which any such Patent or Trademark
         pertains), for such term or terms, on such conditions, and in such
         manner, as the Administrative Agent shall in its sole discretion
         determine; and (H) generally, to sell, transfer, pledge and make any
         agreement with respect to or otherwise deal with any of the Collateral
         as fully and completely as though the Administrative Agent were the
         absolute owner thereof for all purposes, and to do, at the
         Administrative Agent's option and the Grantor's expense, at any time,
         or from time to time, all acts and things which the Administrative
         Agent deems necessary to protect, preserve or realize upon the
         Collateral and the Administrative Agent's, the Other Representatives'
         and the Lenders' Liens thereon and to effect the intent of this
         Agreement, all as fully and effectively as the Grantor might do.

The Grantor hereby ratifies all that said attorneys shall lawfully do or cause
to be done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable until payment in full of the Notes, the
Reimbursement Obligations and the other Obligations then due and owing, the
termination of the Commitments and the expiration, termination or return to the
Issuing Lender of the Letters of Credit.

                  (b) Other Powers. The Grantor also authorizes the
Administrative Agent, from time to time if an Event of Default shall have
occurred and be continuing, to execute, in connection with any sale provided for
in Section 9 hereof, any endorsements, assignments or other instruments of
conveyance or transfer with respect to the Collateral.


                                       10
<PAGE>   11

                  (c) No Duty on the Part of Administrative Agent, Other
Representatives or Lenders. The powers conferred on the Administrative Agent,
the Other Representatives and the Lenders hereunder are solely to protect the
Administrative Agent's, the Other Representatives' and the Lenders' interests in
the Collateral and shall not impose any duty upon the Administrative Agent, any
Other Representative or any Lender to exercise any such powers. The
Administrative Agent, the Other Representatives and the Lenders shall be
accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors,
employees or agents shall be responsible to the Grantor for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct.

                  7   Performance by Administrative Agent of Grantor's
Obligations. If the Grantor fails to perform or comply with any of its
agreements contained herein and the Administrative Agent, as provided for by the
terms of this Agreement, shall itself perform or comply, or otherwise cause
performance or compliance, with such agreement, the reasonable expenses of the
Administrative Agent incurred in connection with such performance or compliance,
together with interest thereon at a rate per annum 2% above the rate applicable
to ABR Loans, shall be payable by the Grantor to the Administrative Agent on
demand and shall constitute Obligations secured hereby.

                  8   Proceeds. It is agreed that if an Event of Default shall
occur and be continuing, (a) all Proceeds of any Collateral received by the
Grantor consisting of cash, checks and other near-cash items shall be held by
the Grantor in trust for the Administrative Agent and the Lenders, segregated
from other funds of the Grantor, and at the request of the Administrative Agent
shall, forthwith upon receipt by the Grantor, be turned over to the
Administrative Agent in the exact form received by the Grantor (duly indorsed by
the Grantor to the Administrative Agent, if required by the Administrative
Agent), and (b) any and all such Proceeds received by the Administrative Agent
(whether from the Grantor or otherwise) may, in the sole discretion of the
Administrative Agent, be held by the Administrative Agent, for the ratable
benefit of the Lenders, as collateral security for the Obligations (whether
matured or unmatured), and/or then or at any time thereafter may be applied by
the Administrative Agent against, the Obligations then due and owing. Any
balance of such Proceeds remaining after the payment in full of the Notes, the
Reimbursement Obligations and the other Obligations then due and owing, the
termination of the Commitments and the expiration, termination or return to the
Issuing Lender of the Letters of Credit shall be paid over to the Grantor or to
whomsoever may be lawfully entitled to receive the same.

                  9   Remedies. If an Event of Default shall occur and be
continuing, the Administrative Agent, on behalf of the Lenders, may exercise all
rights and remedies of a secured party under the Code, and, to the extent
permitted by law, all other rights and remedies granted to them in this
Agreement and in any other instrument or agreement securing, evidencing or
relating to the Obligations. Without limiting the generality of the foregoing,
the Administrative Agent, without demand of performance or other demand,
presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon the Grantor or any other Person
(all and each of which demands, defenses, advertisements and notices are hereby
waived), may in such circumstances, to the extent permitted by law, forthwith
collect, receive, appropriate and realize upon the Collateral, or any part
thereof, and/or may forthwith sell, lease, assign, give option or options to
purchase, or otherwise dispose of and deliver the Collateral or any part thereof
(or contract to do any of the foregoing), but subject to any pre-existing rights
or licenses, in one or more parcels at public or private sale or sales, at any
exchange, broker's board or office of the Administrative Agent, any Other
Representative or any Lender or elsewhere upon such terms and conditions as it
may deem advisable and at such prices as it may deem best, for cash or on credit
or for future delivery without assumption of any credit risk. The Administrative
Agent, any Other Representative or any Lender shall have the right, to the
extent permitted by law, upon any such sale or sales, to purchase the whole or
any part of the Collateral so sold, free of any right or equity of redemption in
the Grantor, which right or equity is hereby waived or released. The Grantor
further agrees, at the Administrative Agent's request, upon the occurrence and
during the continuance of an Event of Default, to assemble the Collateral and
make it available to the Administrative Agent at places which the Administrative
Agent shall reasonably select, whether at the Grantor's premises or elsewhere.
In the event of any sale, assignment, or other disposition of any of the
Collateral, the goodwill of the business connected with and symbolized by any
Trademark Collateral subject to such disposition shall be included, and the
Grantor shall supply to the Administrative Agent or its designee the Grantor's
know-how and expertise relating to the Collateral subject to such disposition,
and the Grantor's notebooks, studies, reports,


                                       11
<PAGE>   12

records, documents and things embodying the same or relating to the inventions,
processes or ideas covered by, and to the manufacture of any products under or
in connection with, the Collateral subject to such disposition, and the
Grantor's customer's lists, studies and surveys and other records and documents
relating to the distribution, marketing, advertising and sale of products
relating to the Collateral subject to such disposition. The Administrative Agent
shall apply the net proceeds of any such collection, recovery, receipt,
appropriation, realization or sale, after deducting all reasonable costs and
expenses of every kind incurred therein or incidental to the care or safekeeping
of any of the Collateral or in any way relating to the Collateral or the rights
of the Administrative Agent, the Other Representatives and the Lenders
hereunder, including, without limitation, reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Obligations then due
and owing, and only after such application and after the payment by the
Administrative Agent of any other amount required by any provision of law,
including, without limitation, Section 9-504(1)(c) of the Code, need the
Administrative Agent account for the surplus, if any, to the Grantor. To the
extent permitted by applicable law, the Grantor waives all claims, damages and
demands it may acquire against the Administrative Agent, any Other
Representative or any Lender arising out of the repossession, retention or sale
of the Collateral, other than any such claims, damages and demands that may
arise from the gross negligence or willful misconduct of any of them. If any
notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition. The Grantor shall remain liable for
any deficiency if the proceeds of any sale or other disposition of the
Collateral are insufficient to pay the then outstanding Obligations, including
the reasonable fees and disbursements of any attorneys employed by the
Administrative Agent, any Other Representative or any Lender to collect such
deficiency.

                  10  Limitation on Duties Regarding Preservation of Collateral.
The Administrative Agent's sole duty with respect to the custody, safekeeping
and physical preservation of the Collateral in its possession, under Section
9-207 of the Code or otherwise, shall be to deal with it in the same manner as
the Administrative Agent deals with similar property for its own account. None
of the Administrative Agent, any Other Representative, any Lender, nor any of
their respective directors, officers, employees or agents shall be liable for
failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of the Grantor or any other Person.

                  11  Powers Coupled with an Interest. All authorizations and
agencies herein contained with respect to the Collateral are powers coupled with
an interest and are irrevocable until payment in full of the Notes, the
Reimbursement Obligations and the other Obligations then due and owing, the
termination of the Commitments and the expiration, termination or return to the
Issuing Lender of the Letters of Credit.

                  12  Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

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

                  14  No Waiver; Cumulative Remedies. None of the Administrative
Agent, any Other Representative nor any Lender shall by any act (except by a
written instrument pursuant to Section 15 hereof), delay, indulgence, omission
or otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent, any Other Representative or
any Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Administrative Agent,
any Other Representative or any Lender of any right or remedy hereunder on any
one occasion shall not be construed as a bar to any right or remedy which the
Administrative Agent, such Other Representative or such Lender would otherwise
have on any future occasion. The


                                       12
<PAGE>   13

rights and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any rights or remedies provided by law.

                  15  Amendments in Writing; No Waiver; Cumulative Remedies;
Successors and Assigns. None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by the Grantor and the Administrative Agent in accordance
with Section 11.1 of the Credit Agreement. This Agreement shall be binding upon
the successors and assigns of the Grantor and shall inure to the benefit of the
Administrative Agent, the Other Representatives and the Lenders and their
respective successors and assigns, except that the Grantor may not assign,
transfer or delegate any of its rights or obligations under this Agreement
without the prior written consent of the Administrative Agent.

                  16.  Notices. All notices, requests and demands to or upon the
respective parties hereto shall be made in accordance with Section 11.2 of the
Credit Agreement.

                  17.  Authority of Administrative Agent. The Grantor
acknowledges that the rights and responsibilities of the Administrative Agent
under this Agreement with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any option,
voting right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as among the Administrative
Agent, the Other Representatives and the Lenders, be governed by the Loan
Documents and by such other agreements with respect thereto as may exist from
time to time among them, but, as between the Administrative Agent and the
Grantor, the Administrative Agent shall be conclusively presumed to be acting as
agent for the Lenders with full and valid authority so to act or refrain from
acting, and the Grantor shall not be under any obligation to make any inquiry
respecting such authority.


                                       13
<PAGE>   14

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

                  19.  Release of Collateral and Termination. (a) At such time
as the payment in full of the Notes, the Reimbursement Obligations and the other
Obligations then due and owing shall have occurred, the Commitments have been
terminated and the Letters of Credit have expired, terminated or been returned
to the Issuing Lender, the Collateral shall be released from the Liens created
hereby, and this Agreement and all obligations (other than those expressly
stated to survive such termination) of the Administrative Agent and the Grantor
hereunder shall terminate, all without delivery of any instrument or performance
of any act by any party, and all rights to the Collateral shall revert to the
Grantor. Upon request of the Grantor following any such termination, the
Administrative Agent shall deliver (at the sole cost and expense of the Grantor)
to the Grantor any Collateral held by the Administrative Agent hereunder, and
execute and deliver (at the sole cost and expense of such Grantor) to the
Grantor such documents as the Grantor shall reasonably request to evidence such
termination.

                  (b      If any of the Collateral shall be sold, transferred or
otherwise disposed of by the Grantor in a transaction permitted by the Credit
Agreement, then the Administrative Agent shall execute and deliver to the
Grantor (at the sole cost and expense of the Grantor) all releases or other
documents reasonably necessary or desirable for the release of the Liens created
hereby on such Collateral.


                                       14
<PAGE>   15

                  20.  Incorporation of Provisions of Borrower Security
Agreement. The Grantor hereby acknowledges and affirms that the rights and
remedies of the Administrative Agent with respect to the security interest in
the Collateral made and granted hereby are more fully set forth in the Borrower
Security Agreement, the terms and provisions of which are incorporated by
reference herein as if fully set forth herein. Nothing in this Agreement shall
defer or impair the attachment or perfection of any security interest in any
collateral covered by the Borrower Security Agreement which would attach or be
perfected pursuant to the terms thereof without action by the Grantor or any
other Person.

                  IN WITNESS WHEREOF, the Grantor has caused this Agreement to
be duly executed and delivered as of the date first above written.

                                      REMINGTON ARMS COMPANY, INC.


                                      By:
                                         -----------------------------------
                                         Title:



ACKNOWLEDGED AND AGREED AS OF
THE DATE HEREOF BY:

THE CHASE MANHATTAN BANK,
  , as Administrative Agent


By:
   ---------------------------
   Title:


                                       15
<PAGE>   16

                                                                      Schedule I



                        TRADEMARKS AND TRADEMARK LICENSES



                                       16
<PAGE>   17

                                                                     Schedule II




                           PATENTS AND PATENT LICENSES