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                                                                    Exhibit 4.3


                           BORROWER SECURITY AGREEMENT


                  SECURITY AGREEMENT, dated as of April 28, 2000, made by
REMINGTON ARMS COMPANY INC., a Delaware corporation (the "Borrower"), in favor
of THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative
agent (in such capacity, the "Administrative Agent") for the several banks and
other financial institutions (the "Lenders") from time to time parties to the
Amended and Restated Credit Agreement, dated as of April 28, 2000 (as the same
may be amended, supplemented, waived or otherwise modified from time to time,
the "Credit Agreement"), among the Borrower, 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 AOther Representatives@] the Administrative Agent.


                             W I T N E S S E T H :


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

                  WHEREAS, it is a condition precedent to the obligations of the
Lenders to make their respective initial Extensions of Credit to the Borrower
under the Credit Agreement that the Borrower 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 induce the Lenders to make their respective
Extensions of Credit to the Borrower thereunder, the Borrower 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 are used herein as defined in the Uniform
Commercial Code in effect in the State of New York from time to time: Accounts,
Chattel Paper, Documents, Equipment, Farm Products, Fixtures, General
Intangibles, Instruments, Inventory and Proceeds. The following terms shall have
the following meanings:

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

                  "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.

                  "Contracts": the Purchase Agreement and all other contracts,

         agreements, instruments and indentures in any form, and portions
         thereof, to which the Borrower is a party or under which the Borrower
         has any right, title or interest or to which the Borrower or any
         property of the Borrower is subject, as the same may from time to time
         be amended, supplemented or otherwise modified, including, without
         limitation, (a) all rights of the Borrower to receive moneys due and to
         become due to it thereunder or in connection therewith, (b) all rights
         of the Borrower to damages arising out of, or for, breach or default in
         respect thereof and (c) all rights of the Borrower to perform and to
         exercise all remedies thereunder, in each case to the extent the grant
         by the Borrower of a security interest pursuant to this Agreement in
         its

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         right, title and interest in such contract, agreement, instrument or
         indenture is not prohibited by such contract, agreement, instrument or
         indenture without the consent of any other party thereto, would not
         give any other party to such contract, agreement, instrument or
         indenture the right to terminate its obligations thereunder, or is
         permitted with consent if all necessary consents to such grant of a
         security interest have been obtained from the other parties thereto
         (it being understood that the foregoing shall not be deemed to
         obligate the Borrower to obtain such consents); provided, that the
         foregoing limitation shall not affect, limit, restrict or impair the
         grant by the Borrower of a security interest pursuant to this
         Agreement in any Account or any money or other amounts due or to
         become due under any such contract, agreement, instrument or
         indenture.

                  "Copyright Licenses": all United States written license
         agreements with any unaffiliated Person in connection with any of the
         Copyrights or such other Person's copyrights, whether the Borrower is a
         licensor or a licensee under any such license agreement, subject, in
         each case, to the terms of such license agreements, and the right to
         prepare for sale, sell and advertise for sale, all Inventory now or
         hereafter covered by such licenses.

                  "Copyrights": all United States copyrights, whether or not the
         underlying works of authorship have been published, and whether or not
         the copyrights have been registered, copyright registrations and
         applications, and all works of authorship and other intellectual
         property rights therein, including, without limitation, (a) all
         renewals 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), (c) the right to sue for past, present and
         future infringements and misappropriations thereof, and (d) all rights
         corresponding thereto throughout the world and all other rights of any
         kind whatsoever of the Borrower accruing thereunder or pertaining
         thereto.

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

                  "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 Borrower is a licensor or a
         licensee under any such license agreement, including, without
         limitation, the license agreements listed in Schedule II attached
         hereto and made a part hereof, subject, in each case, to the terms of
         such license agreements, and the right to prepare for sale, sell and
         advertise for sale, all Inventory now or hereafter covered by such
         licenses.

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                  "Patents": all United States patents, patents 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 Borrower accruing thereunder or
         pertaining thereto.

                  "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
         Borrower is a licensor or a licensee under any such license agreement,
         including, without limitation, the license agreements listed in
         Schedule I attached hereto and made a part hereof, subject, in each
         case, to the terms of such license agreements, and the right to prepare
         for sale, sell and advertise for sale, all Inventory now or hereafter
         covered by such licenses.

                  "Trademarks": all United States trademarks, service marks,
         trade names, trade dress or other indicia of trade origin, trademark
         and service mark registrations, and applications for trademark or
         service mark registrations (except for "intent to use" applications for
         trademark or service mark registrations filed pursuant to Section 1(b)
         of the Lanham Act, unless and until an Amendment to Allege Use or a
         Statement of Use under Sections 1(c) and 1(d) of said Act has been
         filed), and any renewals thereof, including, 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 Borrower 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.

                  "Work":  any work which is subject to copyright protection
         pursuant to Title 17 of the United States Code.

                  (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 Borrower hereby
assigns, pledges and grants, subject to existing licenses to use Patents or
Trademarks granted by the Borrower in the ordinary course of business, to the
Administrative Agent, for the ratable benefit of the Lenders, a security
interest in and Lien on all of the following property now owned or at any time
hereafter acquired by the Borrower or in which the Borrower now has or at any
time in the future may acquire any right, title or interest (collectively, the
"Collateral"):

                      (i)           all Accounts;

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<TABLE>
                   <S>              <C>
                     (ii)           all Chattel Paper;

                    (iii)           all Contracts;

                     (iv)           all Documents;

                      (v)           all Equipment (other than motor vehicles
                                    covered by certificate of title statutes);

                     (vi)           all General Intangibles;

                    (vii)           all Instruments;

                   (viii)           all Inventory;

                     (ix)           all Patent Licenses;

                      (x)           all Patents;

                     (xi)           all Trademark Licenses;

                    (xii)           all Trademarks; and

                   (xiii)           to the extent not otherwise included,
     all Proceeds and products of any and all of the foregoing;
</TABLE>

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 license or
permit with a Governmental Authority or Patent License or Trademark License with
or issued by Persons other than a Subsidiary of the Borrower that would
otherwise be included in the Collateral to the extent that the grant by the
Borrower 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, if such grant of a
security interest is permitted with the consent of a Governmental Authority or
any other party thereto, to the extent all necessary consents to such grant have
not been obtained therefrom, it being understood that the Borrower shall not be
deemed to be obliged to obtain such consents), or such agreement, document or
instrument gives the other party thereto the right to terminate such license or
permit with a Governmental Authority or Patent License or Trademark License in
the event of the grant of a security interest with respect thereto. The Borrower
shall use its reasonable best efforts to (i) avoid entering into agreements or
contracts which would prohibit the Borrower from granting a security interest in
such licenses or permits, Patent Licenses or Trademark Licenses pursuant to the
terms of this Agreement and (ii) cause each such license, permit, 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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                  3        Rights of Administrative Agent, Other Representatives
and Lenders; Limitations on Administrative Agent's, Other Representative's and
Lenders' Obligations.

                  (a) No Liability of Administrative Agent or Lenders under
Accounts or Contracts. None of the Administrative Agent, any Other
Representative nor any Lender shall have any obligation or liability under any
Account (or any agreement giving rise thereto) or Contract by reason of or
arising out of this Agreement or the receipt by the Administrative Agent, any
Other Representative or any such Lender of any payment relating to such Account
or Contract pursuant hereto, nor shall the Administrative Agent, any Other
Representative or any Lender be obligated in any manner to perform any of the
obligations of the Borrower under or pursuant to any Account (or any agreement
giving rise thereto) or Contract, to make any payment, to make any inquiry as to
the nature or the sufficiency of any payment received by it or as to the
sufficiency of any performance by any party under any Account (or any agreement
giving rise thereto) or Contract, to present or file any claim, to take any
action to enforce any performance or to collect the payment of any amounts which
may have been assigned to it or to which it may be entitled at any time or
times.

                  (b)      Notice to Account Debtors. Upon the request of the
Administrative Agent at any time after the occurrence and during the continuance
of an Event of Default, the Borrower shall notify the account debtors on the
Accounts and the parties to the Contracts that the Accounts and Contracts have
been assigned to the Administrative Agent, for the ratable benefit of the
Lenders, and that payments in respect thereof shall be made directly to the
Administrative Agent. At any time and from time to time after the occurrence and
during the continuance of an Event of Default, the Administrative Agent may in
its own name or in the name of others communicate with account debtors on the
Accounts and the parties to the Contracts to verify with them to its
satisfaction the existence, amount and terms of any Accounts or Contracts.

                  (c) Collections on Accounts. If required by the Administrative
Agent at any time when an Event of Default has occurred and is continuing, any
payments of Accounts, when collected by the Borrower, shall be forthwith (and,
in any event, within two Business Days of receipt by the Borrower) transferred
by the Borrower to the Administrative Agent, subject to disposition by the
Administrative Agent for the account of the Lenders only, as hereinafter
provided. Until so turned over, all such payments shall be held by the Borrower
in trust for the benefit of the Administrative Agent and the Lenders, segregated
from other funds of the Borrower. All Proceeds constituting collections of
Accounts while held by the Administrative Agent (or by the Borrower in trust for
the benefit of the Administrative Agent, the Other Representatives and the
Lenders) shall continue to be collateral security for all of the Obligations and
shall not constitute payment thereof until applied as hereinafter provided. At
any time when an Event of Default has occurred and is continuing, at the
Administrative Agent's election, the Administrative Agent shall hold all or any
part of such funds on account of the Obligations (whether matured or unmatured)
and may apply such funds to the obligations then due and owing, and any part of
such funds which the Administrative Agent does not so apply shall be paid over
from time to time by the Administrative Agent to the Borrower or to whomsoever
may be lawfully entitled to receive the same. At any time when an Event of
Default has occurred and is continuing, at the Administrative Agent's request,
the Borrower shall deliver to the Administrative Agent all original and other
documents evidencing, and relating to, the agreements and transactions which
gave rise to the Accounts, including, without limitation, all statements
relating to the Accounts.

                  4 Representations and Warranties. The Borrower hereby
represents and warrants that:

                  (a)      Title; No Other Liens. Except for the Lien 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 Credit Agreement and the other Loan
         Documents, ( including without limitation Liens permitted to exist
         pursuant to Section 8.3 of the Credit Agreement) the Borrower owns each
         item of the Collateral free and clear of any and all Liens. No security
         agreement, financing statement or other public notice similar in effect
         with respect to all or any part of the Collateral is on file or of
         record in any public 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.

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                  (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, upon the completion of the Filings, and the delivery to and
         continuing possession by the Administrative Agent of all Instruments,
         Chattel Paper and Documents a security interest in which is perfected
         by possession, 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:

                           AFilings@: 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.

                           AFinancing 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.

                           AOrdinary Course Buyers@: with respect to goods only,
                  buyers in the ordinary course of business to the extent
                  provided in Section 9-307(1) of the Uniform Commercial Code as
                  in effect from time to time in the relevant jurisdiction.

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

                           ASpecified Assets@:  the following property and
                  assets of the Borrower:

                               (1) Equipment constituting Fixtures;

                               (2) 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;

                               (3) 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;

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                               (4) 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;

                               (5) Contracts, Accounts or receivables
                           subject to the Assignment of Claims Act;

                               (6) goods included in Collateral received by
                           any Person for Asale or return@ within the meaning of
                           Section 2-326 of the Uniform Commercial Code of the
                           applicable jurisdiction, to the extent of claims of
                           creditors of such Person;

                               (7) Proceeds of Accounts, receivables of
                           Inventory which do not themselves constitute
                           Collateral or which have not been transferred to or
                           deposited in the Collateral Proceeds Account (if
                           any); and

                               (8) Equipment at various [sales offices]
                           with a fair market value of less than $10,000 per
                           sales office and mobile goods.

                  (c) Accounts. The places where the Borrower keeps its records
         concerning the Accounts constituting Collateral are 870 Remington
         Drive, Madison, N.C. 27025 or such other location or locations of which
         the Borrower shall have provided prior written notice to the
         Administrative Agent pursuant to Section 5(p).

                  (d) Consents. Except as set forth in Schedules I and II hereto
         no consent of any party (other than the Borrower) to any Patent License
         or Trademark License constituting Collateral or any obligor in respect
         of any material Account constituting Collateral or which owes in the
         aggregate a material portion of all the Accounts constituting
         Collateral is required, or purports to be required, to be obtained by
         or on behalf of the Borrower in connection with the execution, delivery
         and performance of this Agreement that has not been obtained. Each
         Patent License, Trademark License and Account constituting Collateral
         is in full force and effect and constitutes a valid and legally
         enforceable obligation of the Borrower and (to the knowledge of the
         Borrower) each other party thereto except as enforceability may be
         limited by bankruptcy, insolvency, reorganization, moratorium or
         similar laws affecting the enforcement of creditor's rights generally
         and by general equitable principles (whether enforcement is sought by
         proceedings in equity or at law) and except to the extent the failure
         of any such Patent License, Trademark License or Account 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). Except as set forth in Schedules I and II hereto, no
         consent or authorization of, filing with or other act by or in respect
         of any Governmental Authority is required in connection with the
         execution, delivery, performance, validity or enforceability of any of
         the Patent Licenses, Trademark Licenses or Accounts constituting
         Collateral by any party thereto other than those which have been duly
         obtained, made or performed and are in full force and effect and those
         the failure of which to make or obtain 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). Except as
         set forth in Schedules I and II hereto, neither the Borrower nor (to
         the knowledge of the Borrower) any other party to any Patent License,
         Trademark License or Account constituting Collateral is in default in
         the performance or observance of any of the terms thereof, except for
         such defaults as 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
         Borrower in, to and under each Patent License, Trademark License and
         Account 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).

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                  (e) Location of Tangible Property. The Inventory constituting
         Collateral and the Equipment constituting Collateral are kept at the
         locations listed in Schedule III hereto and/or such other locations of
         which the Borrower shall provide written notice to the Administrative
         Agent pursuant to Section 5(p).

                  (f) Chief Executive Office. The Borrower's chief executive
         office and chief place of business is located at 870 Remington Drive,
         Madison, N.C. 27025 or such other location of which the Borrower shall
         have provided written notice to the Administrative Agent pursuant to
         Section 5(p).

                  (g) Farm Products. None of the Collateral constitutes, or is
         the Proceeds of, Farm Products.

                  (h) Patents and Trademarks. Schedules I and II hereto include
         all Trademarks and Patents owned by the Borrower in its own name as of
         the date hereof and all material Trademark Licenses and all material
         Patent Licenses owned by the Borrower in its own name as of the date
         hereof.

                  (i) Governmental Obligors. As of the Effective Date, none of
         the Obligors on any Accounts, and none of the parties to any Contracts
         constituting Collateral, is a Governmental Authority, except for any
         such Accounts or Contracts that are not material in relation to the
         business of the Borrower and its Subsidiaries, taken as a whole.

                  (j) Copyrights. As of the date hereof, the Borrower does not
         own any Copyrights and is not a party to any Copyright Licenses which
         are material to the business of the Borrower and its Subsidiaries,
         taken as a whole.

                  The Borrower agrees that the foregoing representations and
warranties shall be deemed to have been made by the Borrower on and as of each
date on which an Extension of Credit is made by the Lenders to the Borrower
under the Credit Agreement, in each case as though made on and as of each such
date (or, if any such representation or warranty is expressly stated to have
been made as of a specific date, as of such specific date).

                  5 Covenants. The Borrower covenants and agrees with the
Administrative Agent and the Lenders and, with respect to Section 5(a), the
Administrative Agent covenants and agrees with the Borrower, 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 Borrower, as the case may be, and at
         the sole expense of the Borrower, the Borrower 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 Borrower 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 Borrower also hereby
         authorizes the Administrative Agent to file any such financing or
         continuation statement without the signature of the Borrower to the
         extent permitted by applicable law. A carbon, photographic 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 Borrower and the Borrower 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. Unless an Event of Default shall have occurred and be
         continuing, the Borrower shall be entitled to retain possession of all
         Collateral evidenced by any Instrument or Chattel Paper, and shall hold
         all such Collateral in trust for the Administrative Agent, for the
         ratable benefit of the Lenders, and shall not commingle any of such
         Collateral with any other assets of the Borrower. In the event an Event
         of Default shall have occurred and be continuing, upon the request of
         the Administrative Agent, such Collateral shall be immediately
         delivered to the Administrative Agent, duly endorsed in a manner
         satisfactory to the

                                       8
<PAGE>   9

         Administrative Agent, to be held as Collateral pursuant to this
         Agreement. The Borrower shall not permit any other Person to possess
         any such Collateral at any time other than in connection with a
         transaction permitted under Section 8.14 of the Credit Agreement.

                  (b)      Indemnification. The Borrower 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
         Borrower in paying, any and all excise, sales or other similar taxes
         which may be payable or determined to be payable with respect to any
         of the Collateral, (ii) with respect to, or resulting from, any delay
         by the Borrower in complying with any material Requirement of Law
         applicable to any of the Collateral or (iii) in connection with any of
         the transactions contemplated by this Agreement, provided that such
         indemnity shall not, as to the Administrative Agent, any Other
         Representative 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 Account for any sum owing thereunder, or to enforce
         any provisions of any Account, the Borrower 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, setoff, counterclaim, recoupment or
         reduction or liability whatsoever of the account debtor thereunder,
         arising out of a material breach by the Borrower of any obligation
         thereunder.

                  (c)      Maintenance of Records. The Borrower will keep and
         maintain at its own cost and expense reasonably satisfactory and
         complete records of the Collateral, including, without limitation, a
         record of all payments received and all credits granted with respect to
         the Accounts constituting Collateral. 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 Borrower's books and records pertaining to the Collateral, and
         the Borrower 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 Borrower 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 shall have
         reasonable access during normal business hours to all the books,
         correspondence and records of the Borrower, 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 Borrower agrees to render to the
         Administrative Agent and the Lenders, at the Borrower's reasonable
         cost and expense, such clerical and other assistance as may be
         reasonably requested with regard thereto. The Administrative Agent and
         the Lenders and their respective representatives shall also have the
         right upon reasonable advance notice to the Borrower to enter during
         normal business hours into and upon any premises where any of the
         Inventory or Equipment constituting Collateral is located for the
         purpose of inspecting the same, observing its use or otherwise
         protecting its interests therein.

                  (e)      Compliance with Laws, etc. The Borrower 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)      Compliance with Contractual Obligations. The Borrower
         will perform and comply in all material respects with all its
         Contractual Obligations relating to the Collateral, unless (i) such
         performance or compliance is fully excused by breach by the other
         party or parties thereto or (ii) such failure to comply

                                       9
<PAGE>   10

         or perform 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).

                  (g)      Payment of Obligations. The Borrower will pay
         promptly when due all taxes, assessments and governmental charges or
         levies imposed upon the Collateral, as well as all claims of any kind
         (including, without limitation, claims for labor, materials and
         supplies) against or with respect to the Collateral, except that no
         such tax, assessment, charge or levy need be paid if (i) the validity
         thereof is being contested in good faith by appropriate proceedings
         diligently conducted and (ii) such tax, assessment, charge or levy is
         adequately reserved against on the Borrower's books in accordance with
         GAAP.

                  (h)      Limitation on Liens on Collateral. The Borrower will
         not create, incur or permit to exist, will defend the Collateral
         against, and will take such other action as is reasonably necessary to
         remove, any Lien or material adverse claim on or to any of the
         Collateral, other than the Liens created hereby and other than 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.

                  (i)      Limitations on Dispositions of Collateral. Without
         the prior written consent of the Administrative Agent, the Borrower
         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.

                  (j)      Limitations on Modifications, Waivers, Extensions of
         Contracts, Licenses and Accounts. The Borrower will not, except in the
         ordinary course of business, amend, modify, terminate or waive any
         provision of any material Trademark License or any agreement giving
         rise to a material Account constituting Collateral in any manner which
         would reasonably be expected to materially adversely affect the value
         of such Trademark License or Account as Collateral.

                  (k)      Limitations on Discounts, Compromises, Extensions of
         Accounts. At all times, the Borrower will not, except in the ordinary
         course of business, grant any extension of the time of payment of any
         material Account constituting Collateral, compromise, compound or
         settle the same for less than the full amount thereof, release, wholly
         or partially, any Person liable for the payment thereof, or allow any
         credit or discount whatsoever thereon, unless such extensions,
         compromises, compoundings, settlements, releases, credits or discounts
         are permitted by the Loan Documents.

                  (l)      Maintenance of Equipment. The Borrower will maintain
         each material item of Equipment constituting Collateral in good
         operating condition, ordinary wear and tear and immaterial impairments
         of value and damage by the elements excepted, and will provide all
         maintenance, service and repairs necessary for such purpose, except to
         the extent that the failure to do any of the foregoing would not be
         reasonably expected to have a Material Adverse Effect.

                  (m)      Maintenance of Insurance. The Borrower will maintain,
         with financially sound and reputable insurance companies, (i)
         insurance (including property insurance) in at least such amounts and
         against at least such risks (but including in any event public
         liability, product liability and business interruption where
         reasonably obtainable) as are usually insured against in the same
         general area by companies engaged in the same or a similar business;
         and furnish to the Administrative Agent, upon written request,
         information in reasonable detail as to the insurance carried and (ii)
         insurance policies relating to the Inventory and Equipment
         constituting Collateral (A) insuring the Inventory and Equipment
         constituting Collateral against loss by fire, explosion, theft and
         such other casualties as are usually insured against by companies
         engaged in the same or a similar business, (B) insuring the Borrower
         against liability for personal injury and property damage relating to
         such Inventory and Equipment, (C) providing that no

                                      10
<PAGE>   11

         cancellation, material reduction in amount or material change in the
         coverage referred to in clause (A) shall be effective until at least
         15 days after receipt by the Administrative Agent of written notice
         thereof, (D) naming the Administrative Agent and the Lenders as
         additional insured parties and (E) being otherwise reasonably
         satisfactory in all material respects to the Administrative Agent.

                  (n)      Further Identification of Collateral. The Borrower
         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.

                  (o)      Notices. The Borrower 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, any of the
         Collateral 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 (as defined in the
         Credit Agreement) or the Liens created hereunder.

                  (p)      Changes in Locations, Name, etc. The Borrower will
         not (i) change the location of its chief executive office/chief place
         of business from that specified in Section 4(f) or remove its books
         and records from the locations specified in Section 4(c), (ii) permit
         any of the Inventory or Equipment constituting Collateral to be kept
         at locations other than those listed in Schedule III hereto, unless
         such Inventory or Equipment is conveyed, sold, leased, transferred,
         assigned or otherwise disposed of as permitted by Section 8.6 of the
         Credit Agreement or (iii) change its name, identity or corporate
         structure to such an extent that any financing statement filed by the
         Administrative Agent in connection with this Agreement would become
         seriously misleading, unless the Borrower shall have complied with the
         following:

                           (A) with respect to clauses (i) and (iii) above, the
                  Borrower (x) shall have given the Administrative Agent at
                  least 30 days' prior written notice thereof and (y) prior to
                  effecting any such change, shall have taken such actions as
                  may be necessary or, upon the reasonable request of the
                  Administrative Agent, advisable to continue the perfection and
                  priority of the Liens granted pursuant hereto, and

                           (B) with respect to clause (ii) above, the Borrower
                  (x) shall have given the Administrative Agent at least fifteen
                  days' prior written notice of the location thereof and (y)
                  prior to keeping any Inventory or Equipment constituting
                  Collateral at such new location shall have taken such actions
                  as may be necessary or, upon the reasonable request of the
                  Administrative Agent, advisable to perfect the Liens granted
                  pursuant hereto with respect to such Inventory or Equipment;

                  provided in each case under clauses (A)(y) and (B)(y), that
                  the Administrative Agent shall have taken all actions required
                  by Section 5(a) hereof in connection with such actions of the
                  Borrower.

                  (q) Copyrights. The Borrower will not own nor at any time in
         the future acquire any right, title or interest in or to any Copyright
         or Copyright License which is material to the business of the Borrower
         and its Subsidiaries, taken as a whole, other than (i) with respect to
         computer software or hardware licenses or other Copyright licenses
         granted to the Borrower in the ordinary course of business, (ii) in
         connection with any rights of the Borrower in respect of security
         interests in collateral or (iii) with respect to which (A) the
         Administrative Agent shall have been given prior written notice of the
         acquisition of any right, title or interest therein or thereto and (B)
         if reasonably requested by the Administrative Agent, a security
         agreement reasonably satisfactory to the Administrative Agent shall
         have been executed by the Borrower.

                                      11
<PAGE>   12

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

                  (a)      Powers. The Borrower 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 Borrower and in
the name of the Borrower 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 may be necessary or desirable to accomplish
the purposes of this Agreement, and, without limiting the generality of the
foregoing, the Borrower hereby gives the Administrative Agent the power and
right, on behalf of the Borrower, without notice to or assent by the Borrower,
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)  in the name of the Borrower or its own name, or
         otherwise, to take possession of and indorse and collect any checks,
         drafts, notes, acceptances or other instruments for the payment of
         moneys due under any Account, Contract, Instrument or General
         Intangible (to the extent that any of the foregoing constitute
         Collateral) or with respect to any other Collateral and to file any
         claim or to take any other action or institute any proceeding in any
         court of law or equity or otherwise deemed appropriate by the
         Administrative Agent for the purpose of collecting any and all such
         moneys due under any such Account, Contract, Instrument or General
         Intangible or with respect to any such other Collateral whenever
         payable;

                     (ii)  to pay or discharge taxes and Liens levied or placed
         on the Collateral, other than Liens permitted under this Agreement or
         the Loan Documents, to effect any repairs or any insurance required by
         the terms of this Agreement and to pay all or any part of the premiums
         therefor and the costs thereof; and

                    (iii)  (A) to direct any party liable for any payment 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 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
         Borrower 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
         Borrower'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
         and the Lenders' Liens thereon and to effect the intent of this
         Agreement, all as fully and effectively as the Borrower might do.

The Borrower 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.

                                      12
<PAGE>   13

                  (b)      Other Powers. The Borrower 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.

                  (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 Borrower for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct.

                  7        Performance by Administrative Agent of Borrower's
Obligations. If the Borrower 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 Borrower 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 Borrower consisting of cash, checks and other near-cash items shall be held
by the Borrower in trust for the Administrative Agent and the Lenders,
segregated from other funds of the Borrower, and at the request of the
Administrative Agent shall, forthwith upon receipt by the Borrower, be turned
over to the Administrative Agent in the exact form received by the Borrower
(duly indorsed by the Borrower 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 Borrower 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 Borrower 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 Borrower 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 Borrower, which right or equity is hereby waived or released. The Borrower
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

                                      13
<PAGE>   14

Administrative Agent at places which the Administrative Agent shall reasonably
select, whether at the Borrower's premises or elsewhere. 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 Borrower. To the
extent permitted by applicable law, the Borrower 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 Borrower 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 Borrower 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 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.

                                      14
<PAGE>   15

                  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 Borrower 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 Borrower 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 Borrower 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 Borrower
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
Borrower, 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 Borrower shall not be under any obligation to make any inquiry
respecting such authority.

                  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 Borrower
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
Borrower. Upon request of the Borrower following any such termination, the
Administrative Agent shall deliver (at the sole cost and expense of the
Borrower) to the Borrower any Collateral held by the Administrative Agent
hereunder, and execute and deliver (at the sole cost and expense of the
Borrower) to the Borrower such documents as the Borrower shall reasonably
request to evidence such termination.

                                      15
<PAGE>   16

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


                  IN WITNESS WHEREOF, the Borrower 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:


                                      16
<PAGE>   17

                                                                     Schedule I




                        TRADEMARKS AND TRADEMARK LICENSES




                                      17
<PAGE>   18

                                                                    Schedule II



                           PATENTS AND PATENT LICENSES




                                      18
<PAGE>   19

                                                                   Schedule III



                       LOCATION OF INVENTORY AND EQUIPMENT