10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended: December 31, 2007

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____ to _____

Commission file number: 033-74194-01

REMINGTON ARMS COMPANY, INC.
(Exact name of registrant as specified in its charter)

Delaware	51-0350935
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

870 Remington Drive
P.O. Box 700
Madison, North Carolina 27025-0700
(Address of principal executive offices)
(Zip Code)

(336) 548-8700
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No x

          Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x   No o

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes o   No x

          Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company o
(Do not check if a smaller reporting company)

          Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x

There are no shares of the issuer’s common equity held by non-affiliates. At March 28, 2008, the number of shares outstanding of the issuer’s common stock is as follows: 1,000 shares of Class A Common Stock, par value $.01 per share.

DOCUMENTS INCORPORATED BY REFERENCE
None

REMINGTON ARMS COMPANY, INC.

FORM 10-K

December 31, 2007

INDEX

			Page No.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I				1
	ITEM 1.	BUSINESS		1
	ITEM 1A.	RISK FACTORS		16
	ITEM 1B.	UNRESOLVED STAFF COMMENTS		24
	ITEM 2.	PROPERTIES		25
	ITEM 3.	LEGAL PROCEEDINGS		26
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		29
PART II				30
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		30
	ITEM 6.	SELECTED FINANCIAL DATA		31
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		36
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		59
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		60
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		115
	ITEM 9A(T).	CONTROLS AND PROCEDURES		116
	ITEM 9B.	OTHER INFORMATION		118
PART III				119
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		119
	ITEM 11.	EXECUTIVE COMPENSATION		123
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		152
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		153
	ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		155
PART IV				156
	ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		156
SIGNATURES				157
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT				159
EXHIBIT INDEX				160

NOTE REGARDING FORWARD-LOOKING STATEMENTS

          This annual report on Form 10-K, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to trends in the operations and financial results and the business and the products of the Company, as well as other statements including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend” and other similar expressions. Forward-looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Such forward-looking statements are not guarantees of future performance. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Information Concerning Forward-Looking Statements.”

PART I

Item 1. BUSINESS

References in this report to “the Company”,”we,” “us,” “our,” and words of similar import mean the collective reference to Remington Arms Company, Inc. (“Remington”) and its subsidiaries, RA Brands, L.L.C. (“RA Brands”), RA Factors, Inc. (“RA Factors”) (which was merged with and into Remington as of December 31, 2006) and Remington Steam, LLC (“Remington Steam”), unless the context otherwise requires. References in this report to “Holding” are to Remington’s parent, RACI Holding, Inc.

On May 31, 2007 (the “Closing Date”), 100% of the shares of Holding, the sole stockholder of Remington, were purchased by American Heritage Arms, LLC (which was converted into a corporation as of December 11, 2007, and is now American Heritage Arms, Inc.)(“AHA”), an affiliate of Cerberus Capital Management, L.P. (“CCM” and, along with CCM’s affiliates other than operating portfolio companies, collectively “Cerberus”), pursuant to a stock purchase agreement dated as of April 4, 2007 (the “AHA Acquisition”).

Company Overview

          Founded in 1816 and currently operating as a corporation, we design, manufacture and market a comprehensive line of primarily sporting goods products for the global hunting and shooting sports marketplace under the Remington^® brand name. We also design, manufacture and market products with law enforcement, military, and government applications. Our 191-year history gives us a long-established reputation in the marketplace for our products. We believe that Remington is a powerful brand in the broader U.S. sporting goods and outdoor recreation markets and that our products are recognized by sportsmen worldwide for their superior value, performance and durability.

          Our product lines consist primarily of firearms (shotguns and rifles) and ammunition, as well as hunting and gun care accessories, clay targets, and powder metal products.

          For the year ended December 31, 2007, we had consolidated net sales of $489.0 million and a net loss of ($1.5) million.

          The accompanying audited consolidated financial statements of Remington include the accounts of its wholly owned subsidiaries, RA Brands, RA Factors (which was merged with and into Remington as of December 31, 2006) and Remington Steam, as well as reflect the impact of the Company’s unconsolidated 50% joint venture interest in Remington ELSAG Law Enforcement Systems, LLC (“RELES”) (which was sold as of September 26, 2007). RA Brands primarily exists to own, protect and comply with the legal requirements applicable to our patents, trademarks, and copyrights (as discussed below), RA Factors primarily existed to collect our accounts receivable, and Remington Steam primarily exists to accommodate changes to the Company’s long-term steam supply at its Ilion, New York facility. The accounts of Holding, the sole stockholder of Remington, and those of AHA, the sole stockholder of Holding, are not presented herein. Significant transactions between the Company, Holding and AHA and the related balances are reflected in the audited consolidated financial statements and related disclosures.

Recent Business Developments

Acquisition by AHA

          The shares of Holding, the sole stockholder of Remington, were purchased by AHA on the Closing Date, pursuant to a stock purchase agreement dated as of April 4, 2007 (the “Stock Purchase Agreement”) between Holding, its stockholders and deferred stockholders (including the ownership interests represented by Bruckmann, Rosser, Sherrill & Co. II, L.P. and the Clayton & Dubilier Private Equity Fund IV Limited Partnership (the “CDR Fund”)), as well as the Holding stock option holders.

          On the Closing Date of the AHA Acquisition, AHA acquired all of the capital stock of Holding, consisting of 205,208 shares of issued and outstanding Class A common stock, par value $0.01 per share (the “Common Stock”) and 5,851 deferred shares of Common Stock (which were converted into shares of Common Stock on the Closing Date), at a value of $330.47 per share less related selling expenses, escrow and related taxes. In addition, among other things, on the Closing Date outstanding options to purchase 10,635 shares of Holding Common Stock (the “Stock Options”), which constituted all of the outstanding Stock Options, immediately vested subject to the applicable change in control provisions in Holding’s 1999 Stock Incentive Plan and 2003 Stock Option Plan.

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          As a result of the AHA Acquisition, Remington made option cancellation payments on the Closing Date, representing the purchase price of $330.47 per share less the strike price of $220.31 with respect to each Stock Option less related selling expenses, escrow and related taxes. AHA provided the funds to Holding which, in turn, provided the funds to Remington to make these option cancellation payments. On the Closing Date, AHA also provided Holding with approximately $48.2 million to pay and satisfy in full as of the Closing Date the full outstanding amount of principal and interest of Senior Note A due 2011 and Senior Note B due 2012 issued by Holding and held by the CDR Fund (the “Holding Notes”).

          In accordance with the terms of the Stock Purchase Agreement, AHA, Holding and Remington disbursed funds as follows:

• AHA paid sellers $59.0 million, net of $10.7 million of costs incurred by the sellers, certain seller withholding taxes, and amounts to be placed in escrow.

• AHA provided the escrow agent $5.0 million representing amounts withheld from the sellers’ gross sales price.

• AHA paid $0.7 million of seller-incurred legal fees with amounts withheld from the sellers’ gross sales price.

• AHA provided $48.2 million to Holding for the payment of the Holding Notes and $0.7 million for certain tax withholdings due from sellers.

• AHA provided Remington with $5.1 million for payment of the management bonus and cancellation of the Stock Options, net of seller-related expenses.

• Holding paid $48.2 million to satisfy in full the Holding Notes.

• Holding paid $3.7 million of certain AHA Acquisition-related costs with funds provided from Remington and provided Remington with $0.7 million associated with tax withholdings from the sellers.

• Remington provided Holding with $3.8 million from its Revolving Credit Facility to pay for certain buyer-related AHA Acquisition costs described above.

• Remington paid $10.3 million from its Revolving Credit Facility in connection with obtaining waivers, amendments and consents to the Revolving Credit Facility and $200.0 million 10.5% Senior Notes due 2011 (the “Notes”).

• Remington paid $0.7 million for cancellations of the Stock Options and $1.1 million of withholding taxes from amounts withheld from sellers and option holders.

• Remington paid $4.0 million in management bonuses and related withholding taxes from amounts that were withheld from the sellers and from funds provided by AHA.

          In addition, subsequent to May 31, 2007, AHA contributed approximately $6.1 million of the initial capital to the capital of Remington. These amounts were used to pay down the $3.8 million that Remington provided Holding for transaction-related costs and a portion of the outstanding credit facility balance at the time.

          As a result of the AHA Acquisition, AHA now controls 100% of the capital stock of Holding. The preliminary value of the AHA Acquisition was $416.6 million at May 31, 2007, based on a preliminary draft of a third party valuation, which includes the assumption of all of Remington’s approximately $85.2 million of funded indebtedness related to the Amended and Restated Credit Agreement, dated March 15, 2006, by and among Remington, Wachovia Bank, National Association, RA Factors, Inc., and the lenders from time to time parties thereto (the “Credit Agreement”), the $203.8 million principal amount of the Notes and approximately $3.4 million of certain other indebtedness at the Closing Date, before AHA Acquisition fees and expenses. The payment for the Common Stock and converted deferred shares of Common Stock, the Stock Option cancellation payment and repayment of the Holding Notes was funded by AHA’s available cash. In addition, Remington obtained all necessary waivers, amendments and consents so that Remington’s Credit Agreement and the indebtedness evidenced by the Notes remained outstanding and not in default.

Push Down Accounting

          In accordance with the guidelines set forth in SAB Topic 5J, “Miscellaneous Accounting, Pushdown Basis of Accounting Required in Certain Limited Circumstances”, the purchase price paid by AHA plus related purchase accounting adjustments have been “pushed-down” and recorded in our financial statements for the period subsequent to May 31, 2007. This has resulted in a new basis of accounting reflecting the fair market value of our assets and liabilities for the “successor” period beginning June 1, 2007. Information for all “predecessor” periods

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prior to the AHA Acquisition is presented using our historical basis of accounting. Following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of June 1, 2007 based on preliminary valuations, as well as subsequent adjustments:

	As of June 1, 2007		Net Adjustments			As of Dec. 31, 2007
Inventory	$	180.9	$	(2.1	)	$	178.8
Other Current Assets		136.4		0.2			136.6
Property, Plant and Equipment		104.2		0.3			104.5
Goodwill		67.0		(6.0	)		61.0
Identifiable Intangible Assets		73.9		(0.9	)		73.0
Other Long-Term Assets		22.1		—			22.1
Total Assets Acquired	$	584.5	$	(8.5	)	$	576.0
Current Liabilities	$	91.6	$	0.2			91.8
Revolving Credit Facility		85.2		—			85.2
10 ½% Senior Notes Due 2011		203.8		—			203.8
Pension & OPEB		40.9		(9.5	)		31.4
Other Non-Current Liabilities		38.8		0.8			39.6
Total Liabilities Assumed		460.3		(8.5	)		451.8
Estimated AHA Acquisition Cost	$	124.2	$	—		$	124.2

          Valuations have been prepared with the assistance of third party valuation experts (for inventory, property, plant and equipment, intangibles and certain liability accounts). The allocation of the purchase price is based upon preliminary valuation data and our estimates, assumptions and allocation to segments are subject to change. For instance, adjustments to estimated lives of property, plant and equipment could cause depreciation to change. Also, potential liabilities associated with improvement initiatives have not yet been finalized and may change. Any individual item or combination of the above could also impact accounting for deferred income taxes and segment allocations. Goodwill would change if any of the other valuations of any asset or liabilities changes.

Sale of RELES

          On September 26, 2007 (the “RELES Closing Date”), we entered into a Membership Interest Purchase and Sale Agreement (the “RELES Sale Agreement”) with ELSAG, Inc. and closed the sale of our 50% interest in RELES to ELSAG, Inc. In full payment for the transferred interest, ELSAG, Inc. paid us $3.0 million on the RELES Closing Date. Upon the sale of RELES, we recorded a gain of $0.5 million.

Labor Related Matters

          On October 26, 2007, Remington was notified by the International Union, United Mine Workers of America (the “Union”), which represents certain individuals employed by the Company at the Company’s Ilion, New York manufacturing facility (collectively, the “Covered Employees”), that a new collective bargaining agreement (the “New Agreement”) between the Union and the Company had been ratified and approved by the Covered Employees. The New Agreement supersedes the prior collective bargaining agreement between the Company and the Union, effective as of October 12, 2002 (the “Agreement”), as well as all extensions thereof, and also supersedes all prior collective bargaining agreements between the Union and the Company. The New Agreement relates to Covered Employees and is for a term that commenced on October 27, 2007 and expires on October 28, 2012.

          The New Agreement contains provisions and conditions that are customary in collective bargaining agreements of this type. The New Agreement addresses, among other things, the scope of work to be performed by the Covered Employees, management of the manufacturing facility, wage, hour and shift requirements, Covered Employee seniority, termination and benefits provisions, vacation and holiday parameters, health and safety

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requirements and dispute settlement procedures. Significant changes between the New Agreement and the Agreement are:

• An initial 3.5% increase in wages effective for an annual period beginning October 29, 2007, a 3% increase in wages effective the first Monday in November for each of the next three years thereafter, and a 3.5% increase in wages effective November 7, 2011;

• Modifications to the Remington Arms Welfare Plan; and

• Acceptance of the proposed amendments to the Remington Arms Company, Inc. Pension and Retirement Plan (the “Pension Plan”), which were effective December 31, 2007 and provide, among other things, that no participant in the Pension Plan will earn any further benefit accruals after December 31, 2007. In 2007, we recognized a curtailment gain of $6.4 million related to the amendment to the Pension Plan.

Second Amendment to Credit Facility

          On November 13, 2007, we entered into the Joinder Agreement, Second Amendment and Supplement to Amended and Restated Credit Agreement by and among Remington, RA Brands, L.L.C., Wachovia, and the lenders from time to time parties thereto (the “Second Amendment”), which amended the Credit Agreement, by and among the same parties and RA Factors, Inc., as amended on May 31, 2007 (the “First Amendment”), by and among the same parties other than RA Factors, Inc., which was merged with and into Remington as of December 31, 2006 and is thus not a separate and distinct party to the First Amendment or the Second Amendment. The Second Amendment modifies certain terms and conditions of the Credit Agreement and the First Amendment. Capitalized terms used and not defined herein have the meanings set forth in the Credit Agreement, the First Amendment and the Second Amendment.

          The Second Amendment amended certain terms of the Credit Agreement, as previously amended by the First Amendment, including by:

(1)	Adding a $25.0 million Term Loan Commitment against the Remington Trademarks at an interest rate of LIBOR plus 200 basis points with monthly principal payments of $520,800, plus interest, beginning May 1, 2008 and continuing on the first day of each month thereafter, the final installment of which shall be in an amount equal to such Lender’s Pro Rata share of the remaining principal balance of the Term Loan and shall be payable on the Commitment Termination Date;
(2)	Increasing the maximum commitment of the Revolving Credit Facility from $140.0 million to $155.0 million while keeping intact the interest rate margins as established by the First Amendment;
(3)	Increasing the Sub-limit from $70.0 million on the Inventory Formula Amount to $77.5 million;
(4)	Amending the definition of Minimum Availability Condition from $20.0 million to $27.5 million;
(5)	Amending the dollar amounts of Average Excess Availability by between $2.0 million and $5.0 million, depending on the tier, to which the Applicable Margin for the Euro-Dollar Loans and Base Rate Loans applies; and
(6)	Adding RA Brands, L.L.C. as a new borrower under the Credit Agreement and releasing RA Brands, L.L.C. from its obligations under the Subsidiary Guaranty previously executed by RA Brands, L.L.C.

          We executed the Second Amendment to provide additional capacity and flexibility to support strategic initiatives including, but not limited to, factory improvements, penetration of certain sales channels, new product development, one or more potential acquisitions and other corporate purposes.

          In connection with the closing of the Marlin Acquisition, as defined under “Acquisition of Marlin Firearms Company” later in this section, we entered into the Joinder Agreement and Supplement to Amended and Restated Credit Agreement (the “Joinder Agreement”) on January 28, 2008, by and among Remington and RA Brands, L.L.C., as the existing borrowers, The Marlin Firearms Company (“Marlin”) and H&R 1871, LLC (“H&R”), as the new borrowers, Wachovia, in its capacity as administrative and collateral agent for various financial institutions (the “Lenders”), and such Lenders. Pursuant to the Joinder Agreement, each of Marlin and H&R became a “Borrower” under the Amended and Restated Credit Agreement.

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Acquisition of Marlin Firearms Company

          We completed our acquisition of all of the outstanding shares of Class A and Class B Common Stock (collectively, the “Shares”) of Marlin on January 28, 2008 (the “Marlin Closing Date”), from the shareholders of Marlin (collectively, the “Marlin Sellers”) pursuant to a stock purchase agreement (the “Marlin Stock Purchase Agreement”) dated as of December 21, 2007 by and among Marlin, Remington, the Marlin Sellers party thereto, and Frank Kenna, III, solely in his capacity as the Shareholders’ Representative (the “Marlin Acquisition”). The Marlin Acquisition includes Marlin’s 100% ownership interest in H&R.

          The total purchase price for the Marlin Acquisition is estimated to be approximately $47.6 million (the “Purchase Price”), subject to certain Purchase Price reductions. The following is a summary of certain material transactions related to the closing of the Marlin Acquisition:

• Remington purchased the Shares and paid other related fees and expenses associated with the Marlin Acquisition with available cash on hand, funds available under existing credit facilities and an equity contribution provided by AHA to Remington through Remington’s parent, Holding. AHA owns 100% of Holding.

• Remington paid the Marlin Sellers aggregate consideration of $36.0 million (the “Consideration”), of which $5.2 million was deposited into an escrow account to secure certain indemnity obligations of the Marlin Sellers under the Marlin Stock Purchase Agreement (the “Escrow Amount”). Any unused portion of the Escrow Amount will be released to the Marlin Sellers in two equal portions on two dates that are twelve and eighteen months following the Marlin Closing Date.

• Remington paid approximately $5.3 million of Marlin Acquisition-related fees and expenses.

• At the Marlin Closing Date and on behalf of Marlin, Remington repaid approximately $6.3 million of borrowings under the Marlin Amended and Restated Commercial Revolving Line of Credit Agreement between Marlin and Webster Bank, National Association.

• The Consideration includes a reduction of $2.8 million in respect of an estimate of underfunding of Marlin’s pension plan as of the Marlin Closing Date. If the actual amount of the underfunding of the Marlin pension plan as of the Marlin Closing Date is less than $2.8 million as finally determined, Remington will increase the Consideration paid to the Marlin Sellers by the amount of such difference.

          In connection with the closing of the Marlin Acquisition, as noted above, we entered into the Joinder Agreement. Pursuant to the Joinder Agreement, each of Marlin and H&R became a “Borrower” under that certain Amended and Restated Credit Agreement by and among Remington, Wachovia, certain subsidiaries of Remington, and the lenders from time to time a party thereto, dated March 15, 2006 and as amended on May 31, 2007 and November 13, 2007.

Financial Information about Segments and Geographic Areas

          In accordance with the provision of Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS 131”), after consideration of both quantitative and qualitative factors, our operating segments form two reportable segments – for the firearms and ammunition operating segments — while the remaining operating segments are combined into our All Other reporting segment:

(1) Firearms, which designs, manufactures and imports, and markets primarily sporting shotguns and rifles;

(2) Ammunition, which designs, manufactures and markets primarily sporting ammunition and ammunition reloading components; and

(3) All Other, which includes accessories and other gun-related products, licensed products.

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          The following table sets forth our net sales for each of our aggregated reporting segments for the periods shown:

	Successor		Predecessor
	June 1-Dec. 31		Jan. 1-May 31
	2007		2007		2006		2005
Firearms	$	138.7	$	80.5	$	223.4	$	202.2
Ammunition		169.3		78.9		204.9		184.5
All Other		14.0		7.6		17.7		23.7
Total	$	322.0	$	167.0	$	446.0	$	410.4

          See Note 22 to our audited consolidated financial statements for the year ended December 31, 2007 appearing elsewhere in this annual report. There are no significant assets owned by the Company outside of the United States.

NARRATIVE DESCRIPTION OF BUSINESS BY SEGMENT

     Firearms

          Products

          Our firearms product offerings include a comprehensive line of sporting shotguns and rifles, as well as firearms for the government, military, and law enforcement markets, marketed predominantly under the Remington brand name. Our goal has been to market a broad assortment of general-purpose firearms together with more specialized products that embody Remington’s emphasis on value, performance and design.

          Our most popular shotguns are the Model 870^™ pump-action shotgun, and the Model 1100^™ and Model 11-87^™ auto-loading shotguns. Remington shotguns are offered in versions that are marketed to both novices and experienced gun owners. Specialty shotguns focus on the deer, turkey and other specialized hunting markets, recreational and competitive clay target shooting, and various law enforcement and military applications. We also offer over/under, side-by-side, and single shot shotguns. Retail list prices for our most popular shotguns range up to $1,200.

          Our most popular rifles are the Model 700^™, Model Seven^™, and Model 770^™ centerfire rifles and the Model 597^™ rimfire rifles. The Model 710^™ has been updated to the Model 770^™ for 2007 to address current market trends. To appeal to a broad range of gun owners, we manufacture these rifles in a wide variety of chamberings, configurations and finishes. Retail list prices for our most popular rifles range up to $900.

          Product Introductions

          We focus our product development efforts on introducing new products that satisfy the need for specialized, high-performance firearms. In 2007, we introduced a new trigger system for the Model 700^™ called the X Mark Pro^™, and enhanced the Model Seven^™ bolt-action rifle category through the addition of the Model Seven^™ XCR with proprietary TriNyte^™ corrosion control coating. Additionally in 2007, we introduced a new value priced varmint rifle, the Model 700^™ SPS^™ Varmint and a line of tactical firearms as well as the Model 770^™ Sportsman® rifle category which featured several upgrades to the popular Model 710^™ Sportsman® line. In 2008, Remington announced the R-15^™ Modular Repeating Rifle, a version of the popular AR-15 style rifle geared primarily toward the hunting market. In addition, a uniquely featured new product was presented in the Model 700^™ VTR^™ (Varmint Target Rifle) with a new triangular barrel contour and integral muzzle brake as well as a stainless steel version of the Model 770^™. In shotguns, Remington announced the new Shur Shot^™ ambidextrous thumbhole stock on several specialty turkey and deer hunting platforms, as well as a new premium target shotgun line in the Model 1100^™ Premier® Sporting.

          In 2006, we increased our sourced product offerings, known as International Sourced Products, to include over/under shotguns, muzzleloaders, rimfire rifles, and centerfire rifles. These product offerings are part of our ongoing strategy to enhance our existing product lines. In addition, we have developed new products internally, including a new titanium receiver auto-loading shotgun model. These products were introduced to enhance our existing firearms product lines.

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          Seasonality

          We sell a broad range of firearms products. The majority of our firearms products are manufactured for hunting, target, and plinking use, while other models are intended for government, military, and law enforcement applications. As a result of the core use of our products occurring during the fall hunting season (September-December), the majority of our sales are seasonal and concentrated toward the fall hunting season. While we have historically followed the industry practice of selling products pursuant to a “dating” plan, allowing the customer to buy the products commencing at the beginning of our dating plan periods and pay for them on extended terms, we have now commenced to shorten the duration of these terms in order to increase cash flow and working capital.

          As a result of the seasonal nature of our sales, the extended payment terms under our dating plan billing practices, and the aforementioned seasonality, our historical working capital financing needs generally have significantly exceeded cash provided by operations during certain parts of the year until certain of our extended accounts receivable come due and are collected. As a result, our working capital financing needs tend to be greatest during the spring and summer months, decreasing during the fall and reaching their lowest points during the winter.

          Competition

          Product image, performance, quality and innovation are the primary competitive factors in the firearms industry, with price and customer service also being important. Our shotgun products compete with products offered by O. F. Mossberg & Sons, Inc., Winchester firearms, Browning, and Beretta. Our rifles compete with products offered by Sturm, Ruger & Co., Inc., Winchester firearms, Savage Arms, Inc. and Browning. We believe that we compete effectively with all of our present competitors. However, there can be no assurance that we will continue to do so, and our ability to compete could be adversely affected by our leveraged condition. In 2006, Winchester closed the Winchester rifle factory in New Haven, Connecticut. In 2007, Smith & Wesson, through its acquisition of Thompson/Center Arms, Inc. became a competitor with their entry into the long gun market.

          Manufacturing

          Our facility in Ilion, New York manufactures shotguns, rifles, powder metal parts, extra barrels, and gun parts, and also houses our factory repair services and custom gun shop. Our facility in Mayfield, Kentucky manufactures rimfire and centerfire rifles. To manufacture our various firearm models, we utilize a combination of parts manufactured from raw materials at the Ilion and Mayfield facilities and components purchased from independent manufacturers. Quality control processes are employed throughout the production process, utilizing specifically tailored testing procedures and analyses.

          Supply of Raw Materials

          To manufacture our various products, we utilize numerous raw materials, including steel, wood, and plastics, as well as parts purchased from independent manufacturers. For a number of our raw materials, we rely on a limited number of suppliers. For example, a major portion of our requirements for shotgun barrel blanks and wood stocks are each currently being met by a limited number of vendors. In 2006, we began importing sourced products from a few foreign vendors, which continued in 2007 and we will continue to do so in 2008. See “Risk Factors” for additional information on our sole source supplier agreement and risks associated with this product line.

          We have written purchase agreements with the majority of our suppliers, some of which contain minimum purchase requirements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations and Commercial Commitments.” Any disruption in our relationships with any of these vendors or reductions in the production of material supplied could, in each case, adversely affect our ability to obtain an adequate supply of material and could impose additional operational costs associated with sourcing raw materials from new suppliers. We have had long-term relationships with each of these vendors and believe that such relationships are good, and do not currently anticipate any material shortages or disruptions in supply from these vendors. Although alternative sources exist from which we could obtain such raw materials, we do not currently have significant supply relationships with any of these alternative sources and cannot estimate with any certainty the length of time that would be required to establish such a supply relationship, or the sufficiency of the quantity or quality of materials that could be so obtained.

          The price and availability of production materials are affected by a wide variety of interrelated economic and other factors, including alternative uses of materials and their components, changes in production capacity, energy prices, commodity prices, and governmental regulations. Specifically, our manufacturing sites experienced

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cost increases related to metals and other raw material purchases and energy prices. We believe some of these increases were directly related to supply shortages due to foreign market demand for domestic scrap and increases in energy costs. Industry competition and the timing of price increases by suppliers limits to some extent our ability and the ability of other industry participants to pass raw material cost increases on to customers in a timely manner. We have experienced favorable variances in utility costs and expect to continue to see the leveling continue in the foreseeable future for energy costs. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financial Instruments” and “Quantitative and Qualitative Disclosures about Market Risk”.

Ammunition

          Products

          Our ammunition product offerings consist of a comprehensive line of sporting ammunition and ammunition reloading components, along with ammunition for the government, military, and law enforcement markets, marketed predominantly under the Remington brand name, as well as the UMC^® brand name.

          We market an extensive line of products that range from high volume, promotionally priced, ammunition products to premium, high performance products that meet the needs of the most discriminating hunters and shooters. Those products include, among other things, shotgun shells, centerfire ammunition for use in rifles and handguns, and .22 caliber rimfire ammunition. We also produce and market sporting ammunition components used by smaller ammunition manufacturers, as well as by individual consumers engaged in the practice of reloading centerfire cases or shotgun shells.

          Our most popular ammunition products include Core-Lokt® centerfire rifle ammunition, the brand share leader in the category, Premier STS and Nitro 27 target loads, which management believes are widely viewed as the performance leader in trap, skeet and sporting clays shooting by virtue of their combination of superior first firing performance and reloadability. Recent ammunition product introductions have focused on developing exclusive or proprietary technology with application to performance oriented hunting segments.

          Product Introductions

          We focus our product development efforts on introducing new products that satisfy the need for specialized, high-performance ammunition. In 2007 we introduced the 17 Remington Fireball® Centerfire Rifle Cartridge, a new lightning fast, light recoiling round designed specifically to meet the needs of the serious varmint hunter. Our introduction of Power Level^™ Ammunition utilized unique propellant technology and allowed hunters to obtain multiple performance levels from their 300 Remington Ultra Mag^™ Rifle, which previously would only be attainable by switching guns and cartridges. Finally, Remington reentered the Boxed Component Bullet business via the introduction of new SKU’s of our High Performance Core-Lokt® Ultra Bonded® Bullets.

          For 2008, Remington announced the introduction of our new AccuTip high performance deer slug. This saboted, jacketed slug delivers tremendous on-game performance and incorporates a unique polymer tip configuration that significantly enhances accuracy for the discriminating shotgun deer hunter. Terminal performance is assured via the use of Remington proven core bonding technology and patented spiral nose cut design. Also in 2008, Remington expects to add a new line of lead-free frangible ammunition to our Law Enforcement product line. The Disintegrator® CTF^™ line will be offered in key pistol cartridges and features a sintered copper-tin projectile that is completely frangible when fired against hard steel backstops, a particularly desirable trait in Law Enforcement training activities. In addition, Remington also expects to expand its successful Power Level^™ ammunition concept to include the 7mm Remington Ultra Mag^™ cartridge, as well as add three new offerings to Remington’s established line of Managed Recoil^™ rifle ammunition. Now available in 300 Remington Ultra Mag^™, 7mm-08 Remington and 260 Remington, Managed Recoil^™ ammunition reduces felt recoil by roughly 50% and provides hunters and shooters who are recoil sensitive with an alternative that provides great on-game performance and a ballistic trajectory that essentially duplicates full power loads at distances of up to 200 yards. Finally, Remington intends to expand its presence in the Boxed Component Bullet category through the addition of both Core-Lokt® and AccuTip bullets in all popular rifle calibers.

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          Competition

          Price, service, quality and product innovation are the primary competitive factors in the ammunition industry. In the ammunition market, we compete with the Winchester division of Olin Corporation, and the Federal Cartridge Co. and CCI units of Alliant Techsystems, Inc. Additionally, some imported ammunition brands compete in the domestic market, focusing primarily on price to gain and maintain access and drive sales. We believe that we compete effectively with all of our present competitors. However, there can be no assurance that we will continue to do so, and our ability to compete could be adversely affected by our leveraged condition.

          Seasonality

          We produce and market a broad range of ammunition products. The majority of our ammunition products are manufactured for hunting use. Sales of some of our products occur outside the core fall hunting season (September through December) and consist of several types of ammunition that are intended for target shooting. In addition, these non-seasonal products include certain types of ammunition, primarily for pistol and revolver use, as well as ammunition with government, military, and law enforcement applications. The majority of our ammunition products, however, are manufactured for hunting use. As a result, with the majority of the sales of our products being seasonal and concentrated toward the fall hunting season, we have historically followed the industry practice of selling products pursuant to a “dating” plan, allowing the customer to buy the products commencing at the beginning of our dating plan periods and pay for them on extended terms. We have now commenced to shorten the duration of these terms in order to increase cash flow and working capital.

          As a result of the seasonal nature of our sales, the extended payment terms under our dating plan billing practices, and the aforementioned seasonality, our working capital financing needs generally have significantly exceeded cash provided by operations during certain parts of the year until certain of our extended accounts receivable are collected. As a result, our working capital financing needs tend to be greatest during the spring and summer months, decreasing during the fall and reaching their lowest points during the winter. We continue to see our seasonality compress to later in the fall hunting season.

          Manufacturing

          Our facility in Lonoke, Arkansas manufactures ammunition and ammunition components. Primer mixture manufactured on site is combined with parts and raw materials to produce ammunition. Some parts are manufactured on site, while other components are purchased from independent manufacturers. Throughout the various processes, our technicians continuously monitor and test the velocity, pressure and accuracy levels of the ammunition.

          Supply of Raw Materials

          To manufacture our various products, we utilize numerous raw materials, including steel, lead, brass, powder, and plastics. For a number of our raw materials, we rely on a limited number of suppliers. For example, our brass strip and lead requirements are being serviced primarily by a few vendors and our requirements for smokeless powder are primarily met by three suppliers, who are the only sources of smokeless powder in the United States and Canada.

          We have written purchase agreements with the majority of our suppliers. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations and Commercial Commitments”. Any disruption in our relationships with any of these vendors or reductions in the production of the material supplied could, in each case, adversely affect our ability to obtain an adequate supply of the material and could impose additional operational costs associated with sourcing raw materials from new suppliers. We have had long-term relationships with each of these vendors and believe such relationships are good, and do not currently anticipate any material shortages or disruptions in supply from these vendors. Although alternative sources exist from which we could obtain such raw materials, we do not currently have significant supply relationships with any of these alternative sources and cannot estimate with any certainty the length of time that would be required to establish such a supply relationship, or the sufficiency of the quantity or quality of materials that could be so obtained.

          The price and availability of production materials are affected by a wide variety of interrelated economic and other factors, including alternative uses of materials and their components, changes in production capacity, energy

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prices, commodity prices, and governmental regulations. Specifically, in 2006 and 2007 our manufacturing site experienced cost increases related to purchases of base metals related to our business, increased processing charges and increased energy costs. These increases were directly related to supply shortages caused by an increase in foreign market demand for base metals and energy. Industry competition and the timing of price increases by suppliers’ limits to some extent our ability and the ability of other industry participants to pass these types of cost increases on to customers. We generally use commodity options contracts to hedge against the risk of increased prices for certain raw materials. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financial Instruments”.

All Other Product Lines

          Accessories. We market hunting and shooting accessories (primarily gun parts, gun care and cleaning products and folding and collectible knives). These items are primarily purchased by third parties.

          Licensing Income. We have licensed the Remington mark to certain third parties that manufacture and market sporting and outdoor products that complement our product line. Currently, the Remington mark is licensed for use on, among other things, automobiles, sporting and outdoor apparel, caps, gun cases and slings, tree stands, wildlife feeders, sporting dog equipment, air guns, game decoys & calls, hunting and shooting safety and security products, gun safes, and various other nostalgia/novelty goods. We strive to ensure that the quality, image and appeal of these licensed products are consistent with the high-quality image of our core products. These licenses generally grant an exclusive right to sell a specific product category, with initial terms of various years and various renewals based on performance. We believe that these licenses increase the market recognition of the Remington trademark and enhance our ability to market core products, and that licensing facilitates new cross-marketing promotional opportunities and generates income. Some of our licensing efforts are carried out under terms established in the Trademark Settlement Agreement, dated December 5, 1986, between us and Remington Products Company, L.L.C. (“Remington Products”) (the “Trademark Settlement Agreement”), described below in “—Other Corporate Information—Patents, Trademarks, and Copyrights”.

          Powder Metal Products. We market commercial powder metal parts primarily for the automotive, sporting goods, office equipment, and hardware industries. These items are manufactured at our Ilion, New York facility.

          Clay Targets. We produce a complete line of clay targets for use in trap, skeet and sporting clays shooting activities, marketed under the STS^™ brand name. Targets are manufactured from a mixture of limestone and petroleum pitch. Our clay targets are manufactured at one facility located in Findlay, Ohio. Our other facility in Ada, Oklahoma has been idle due to supply limitations discussed in Note 5 to our audited consolidated financial statements for the year ended December 31, 2007, appearing in “Item 8 – Financial Statements and Supplementary Data” in this annual report on Form 10-K.

Former Unconsolidated Joint Venture

          Remington ELSAG Law Enforcement Systems, LLC (“RELES”). Pursuant to a joint venture agreement with ELSAG, Inc., an unaffiliated third party, we created RELES to sell and service mobile license plate reading technology to state and local law enforcement agencies and certain federal agencies. The agreement provided us with a 50% ownership interest which was not considered to be a material portion of our business. The joint venture agreement called for each member to provide 50% of required capital investments and receive 50% of distributions, with an original maximum contribution amount of $1.5 million by each party. As of December 31, 2006, both parties had made their required capital contribution. In addition, we provided certain administrative support functions, while ELSAG, Inc. provided product technology support. As noted in “Recent Business Developments” above, we sold our 50% interest in RELES to ELSAG, Inc. on September 26, 2007.

OTHER CORPORATE INFORMATION

          Backlog Information

          As of February 29, 2008, the backlog of unfilled total orders (excluding those resulting from the January 2008 Marlin Acquisition) was approximately $115.5 million, which are reasonably expected to be filled during 2008, compared to $125.8 million as of February 28, 2007. Including orders resulting from the Marlin Acquisition,

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as of February 29, 2008, the backlog of unfilled total orders was approximately $135.2, which are reasonably expected to be filled during 2008.

          Service and Warranty

          We support service and repair facilities for all of our firearms products in order to meet the service needs of our distributors, customers and consumers nationwide. New Remington firearms products manufactured by the Company in North America are warranted to the original purchaser to be free from defects in material and workmanship for a period of two years commencing with the registered date of purchase by the end customer. Import products are warranted by our vendors for a period of one year commencing with the registered date of purchase by the end customer. We also provide limited warranties for our ammunition products. Warranty expense was $2.4 million, $2.7 million, and $2.7 million in 2007, 2006, and 2005, respectively.

          Customer Concentration

          Approximately 17% of our total 2007 sales consisted of sales made to one customer; Wal-Mart. National accounts generally provide convenient access for hunting and shooting consumers to our products but carry a more limited array of products and are more seasonal in sales. Our sales to Wal-Mart are generally not governed by written contracts. Although we believe our relationship with Wal-Mart is good, the loss of this customer or a substantial reduction in sales to this customer could adversely affect our financial condition, results of operations or cash flows. No other single customer comprises more than 10% of total sales.

          No material portion of our business is subject to renegotiation of profits or termination of contracts at the election of a governmental purchaser.

          Foreign sales accounted for approximately 12% in 2007, 6% in 2006, and 5% in 2005 of our total net sales. Our sales personnel and manufacturer’s sales representatives market to foreign distributors generally on a nonexclusive basis and for a one-year term.

          Marketing and Distribution

          Our products are distributed throughout the United States and in approximately 56 other countries (including Canada and various countries throughout Europe and Asia). In the United States, Remington products are distributed primarily through a network of wholesalers and retailers who purchase the product directly from us for resale to gun dealers and end users, respectively. The end users include sportsmen, hunters, target shooters, gun collectors, and members of law enforcement and other government organizations.

          Our products are marketed and sold via both direct sales representatives and manufacturer’s sales representatives. Both groups market and sell principally to wholesalers, dealers and regional chains. Our direct sales representatives market and sell only Remington firearms, ammunition and accessory products while our manufacturer’s sales representatives market and sell other product lines as well. Our manufacturer’s sales representatives are prohibited from selling competing goods from other manufacturers and are paid variable commissions based on the type of products that are sold. The customers to which our sales representatives market and sell our products are authorized to carry specified types of Remington products for a non-exclusive one-year term, though not all carry the full range of products. These customers generally carry broader lines of merchandise than do the mass merchants and are less seasonal in sales.

          Our direct sales force services four distribution channels: distributors, chains (regional and national), direct dealers and indirect dealers.

          Patents, Trademarks and Copyrights

          Our operations are not dependent upon any single trademark other than the Remington word mark and the Remington logo mark. Some of the other trademarks that we use, however, are nonetheless identified with and important to the sale of our products. Generally, registered trademarks have perpetual life, provided that they are renewed on a timely basis and continue to be properly used as trademarks. Our business is not dependent to a material degree on patents, copyrights, or trade secrets. We do not believe that the expiration of any of our patents will have a material adverse effect on our financial condition or our results of operations. We likewise do not believe that any of our licenses of intellectual property to third-parties are material to our business, taken as a whole.

          In June 2000, we formed RA Brands, a Delaware limited liability company and wholly-owned subsidiary of Remington to which Remington transferred ownership of all of its patents, trademarks and copyrights. RA Brands

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owns all of the above-referenced trademarks and licenses them to Remington at an arm’s length royalty rate. We believe that we have adequate policies and procedures in place to protect our intellectual property.

          While we own the Remington marks (and registrations thereof) for use in our firearms and ammunition product lines and certain related products associated with hunting, wildlife and the outdoors, Spectrum Brands, Inc. (formerly Rayovac Corporation), with its September 2003 purchase of Remington Products Co. LLC, and DESA, LLC, all unrelated companies, claims rights to the Remington mark with respect to certain other product areas, particularly personal care products (including electric razors) and lawn and garden products.

          Pursuant to a Trademark Settlement Agreement reached with Remington Products Co. LLC, we agreed as follows:

   • Remington Licensing Corporation, a Delaware corporation owned equally by us and Remington Products, owns the Remington marks in the United States with respect to products of mutual interest to us and to Remington Products.

   • Remington Licensing Corporation licenses the Remington marks on a royalty-free basis to us and Remington Products for products in our and their respective non-core markets.

   • We are restricted in our ability to expand our use of the Remington mark beyond what has been detailed in the Trademark Settlement Agreement, as is Remington Products.

   • If certain bankruptcy or insolvency-related events occur with respect to either us or Remington Products, the bankrupt or insolvent party may be contractually required to sell its interest in Remington Licensing Corporation to the other party at book value or fair market value, depending on the circumstances. While in some cases this requirement may not be enforceable under the U.S. Bankruptcy Code, if Remington Products (now Spectrum Brands) came to own all of Remington Licensing Corporation, this could provide Spectrum Brands with greater leverage over our licensing relationship with Remington Licensing Corporation for the non-core products discussed above.

          Research and Development

          We maintain an ongoing research and development program, and employ approximately 30 individuals to work in such capacity at our Elizabethtown, Kentucky facility as of February 28, 2008. New products and improvements to existing products are developed based upon the perceived needs and demands of consumers, as well as successful products introduced to the market by our competitors. Our research and development program involves an in-house team of engineers and technicians working with operations personnel using tools such as computer-assisted design. Research and plant technical staff then collaborate to produce an experimental prototype, ensuring that products and manufacturing processes are concurrently designed. Following a successful prototype, a pilot run is commenced to ensure that plant personnel and equipment can manufacture the product efficiently. We continue to introduce new products employing innovations in design, manufacturing and safety in both firearms and ammunition, as outlined in the “Product Introductions” sections above.

          Research and development expenditures for our continuing operations for the year ended December 31, 2007 amounted to approximately $6.3 million, $6.4 million in 2006, and in 2005 amounted to approximately $5.9 million.

          Product Liability

          For information concerning product liability cases and claims involving us, see Item 3, “Legal Proceedings”. Because our assumption of financial responsibility for certain product liability cases and claims involving pre-Asset Purchase occurrences was limited to an amount that has now been fully paid, with E.I. DuPont Nemours & Company (“DuPont”) and its affiliates (collectively, the “1993 Sellers”) retaining liability in excess of that amount and indemnifying us in respect thereof, and because of the passage of time, we believe that product liability cases and claims involving occurrences arising prior to the Asset Purchase are not likely to have a material adverse effect upon our financial condition, results of operations, or cash flows. See “Business—Certain Indemnities”.

          While it is difficult to forecast the outcome of litigation, we do not believe, in light of relevant circumstances (including the current availability of insurance for personal injury and property damage with respect to cases and claims involving occurrences arising after the Asset Purchase, our accruals for the uninsured costs of such cases and claims and the 1993 Sellers’ agreement to bear partial responsibility for certain post-Asset Purchase shotgun-related product liability costs, as well as the type of firearms products we make), that the outcome of all pending product liability cases and claims will be likely to have a material adverse effect upon our financial condition, results of

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operations, or cash flows. However, in part because of the uncertainty as to the nature and extent of manufacturer responsibility for product liability allegations, especially as to firearms, as well as the potential nature of firearms-related injuries, there can be no assurance that our resources will be adequate to cover both pending and future product liability occurrences, cases or claims, in the aggregate, or that such a material adverse effect will not result there from. Because of the nature of our products, we anticipate that we will continue to be involved in product liability cases and claims in the future.

          Since December 1, 1993, we have maintained insurance coverage for product liability claims for personal injury or property damage relating to occurrences after the 1993 asset purchase, subject to certain self-insured retentions on a per-occurrence basis. The current insurance policy extends through November 30, 2008. Certain of our current excess insurance coverage expressly excludes actions brought by municipalities as described in “Legal Proceedings”. We paid $1.4 million, $3.2 million, and $1.5 million in legal fees and settlements in connection with product liability cases and claims in the years ended December 31, 2007, 2006 and 2005, respectively, excluding insurance costs. At December 31, 2007, our accrual for product liability cases and claims was $12.4 million. The amount of our accrual for product liability cases and claims is based upon estimates developed as follows. We establish reserves for anticipated defense and disposition costs to us of those pending cases and claims for which we are financially responsible. Based on those estimates and an actuarial analysis of actual defense and disposition costs incurred by us with respect to product liability cases and claims in recent years, we determine the estimated defense and disposition costs for unasserted product liability cases and claims. We combine the estimated defense and disposition costs for both pending and unasserted cases and claims to determine the amount of our accrual for product liability cases and claims. It is reasonably possible that future claims experience could result in further increases or decreases in the reporting period in which such information becomes available. We believe that our accruals for losses relating to such cases and claims are adequate. Our accruals for losses relating to product liability cases and claims include accruals for all probable losses the amount of which can be reasonably estimated. Based on the relevant circumstances (including the current availability of insurance for personal injury and property damage with respect to cases and claims involving occurrences arising after the Asset Purchase, our accruals for the uninsured costs of such cases and claims and the 1993 Sellers’ agreement to be responsible for a portion of certain post-Asset Purchase shotgun-related product liability costs, as well as the type of firearms products that we make), we do not believe with respect to product liability cases and claims that any probable loss exceeding amounts already recognized through our accruals has been incurred.

          Because our assumption of financial responsibility for certain product liability cases and claims involving pre-Asset Purchase occurrences was limited to an amount that has now been fully paid, with the 1993 Sellers retaining liability in excess of that amount and indemnifying us in respect of such liabilities, and because of our accruals with respect to such cases and claims, we believe that product liability cases and claims involving occurrences arising prior to the Asset Purchase are not likely to have a material adverse effect upon our financial condition, results of operations, or cash flows. Moreover, although it is difficult to forecast the outcome of litigation, we do not believe, in light of relevant circumstances (including the current availability of insurance for personal injury and property damage with respect to cases and claims involving occurrences arising after the Asset Purchase, our accruals for the uninsured costs of such cases and claims and the 1993 Sellers’ agreement to be responsible for a portion of certain post-Asset Purchase shotgun-related product liability costs, as well as the type of firearms products that we make), that the outcome of all pending post-Asset Purchase product liability cases and claims will be likely to have a material adverse effect upon our financial condition, results of operations, or cash flows. Nonetheless, in part because the nature and extent of liability based on the manufacture and/or sale of allegedly defective products (particularly as to firearms and ammunition) is uncertain, there can be no assurance that our resources will be adequate to cover pending and future product liability occurrences, cases or claims, in the aggregate, or that a material adverse effect upon our financial condition, results of operations, or cash flows will not result therefrom. Because of the nature of our products, we anticipate that we will continue to be involved in product liability litigation in the future. Because of the potential nature of injuries relating to firearms and ammunition, certain public perceptions of our products, and recent efforts to expand liability of manufacturers of firearms and ammunition, product liability cases and claims, and insurance costs associated with such cases and claims, may cause us to incur significant costs.

          Regulation

          The manufacture, sale and purchase of firearms are subject to extensive federal, state and local governmental regulation. The primary federal laws are the National Firearms Act of 1934 (“NFA”) and the Gun Control Act of 1968 (“GCA”), which have been amended from time to time. The NFA severely restricts the private ownership of those firearms defined in that regulation, including fully automatic weapons. The GCA places certain restrictions on the interstate sale of firearms, among other things. We do manufacturer one NFA product, which is not a fully

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automatic weapon, primarily for official end users. We possess valid federal licenses for all of our owned and leased sites to manufacture and/or sell firearms and ammunition.

          In September 2004, the United States Congress declined to renew a federal law with a ten-year term which generally prohibited the manufacture of certain firearms defined under that statute as “assault weapons” as well as the sale or possession of “assault weapons” except for those that, prior to the law’s enactment, were legally in the owner’s possession. Various states and cities have adopted their own version of that former federal law and some statutes and ordinances do cover certain new Remington sporting firearms product.

          Bills have been introduced in Congress to establish, and to consider the feasibility of establishing, a nationwide database recording so-called “ballistic images” of ammunition fired from new guns. Should such a mandatory database be established, the cost to Remington and its customers could be significant, depending on the type of firearms and ballistic information included in the database. To date, only two states have established such registries, and neither state includes such “imaging” data from long guns, although there can be no assurance that these (or other states) will not require the inclusion of such imaging in the future. Proposed legislation in at least one other state would be applicable to Remington rifles, and would call for “imaging” of both cartridges and projectiles. In addition, bills have been introduced in Congress in the past several years that would affect the manufacture and sale of handgun ammunition, including bills to regulate the manufacture, importation and sale of any projectile that is capable of penetrating body armor, to impose a tax and import controls on bullets designed to penetrate bullet-proof vests, to prohibit the manufacture, transfer or importation of .25 caliber, .32 caliber and 9mm handgun ammunition, to increase the tax on handgun ammunition, to impose a special occupational tax and registration requirements on manufacturers of handgun ammunition, and to drastically increase the tax on certain handgun ammunition, such as 9mm, .25 caliber, and .32 caliber bullets. Some of these bills would apply to ammunition of the kind we produce, and accordingly, if enacted, could have a material adverse effect on our business.

          In addition to federal requirements, state and local laws and regulations may place additional restrictions on gun ownership and transfer. These vary significantly from jurisdiction to jurisdiction. At least one jurisdiction bans the possession of a firearm. Some states or other governmental entities have recently enacted, and others are considering, legislation restricting or prohibiting the ownership, use or sale of certain categories of firearms and/or ammunition. Although numerous jurisdictions presently have mandatory waiting periods for the sale of handguns (and some for the sale of long guns as well), there are currently few restrictive state or municipal regulations applicable to handgun ammunition. Remington firearms are covered under several recently enacted state regulations requiring guns to be sold with internal or external locking mechanisms. Some states are considering mandating certain design features on safety grounds, most of which would be applicable only to handguns. We believe that hunter safety issues may affect sales of firearms, ammunition and other shooting-related products. In the northeastern United States, for example, some communities permit deer hunters to use only shotguns (which have a shorter average range than rifles) to minimize the possibility of shooting accidents in more densely populated areas.

          Remington is no longer a defendant in any lawsuits brought by municipalities against participants in the firearms industry. In addition, legislation has been enacted in approximately 34 states precluding such actions. Similar federal legislation, entitled “The Protection of Lawful Commerce in Arms Act” was signed into law by President Bush on October 26, 2005, after being passed by the U.S. Senate in August 2005 and by the House of Representatives in October 2005, both by two-to-one margins. However, the applicability of the law to various types of governmental and private lawsuits has been challenged.

          We believe that existing federal and state regulation regarding firearms and ammunition has not had a material adverse effect on our sales of these products to date.However, there can be no assurance that federal, state, local or foreign regulation of firearms and/or ammunition will not become more restrictive in the future and that any such development would not have a material adverse effect on our business either directly or by placing additional burdens on those who distribute and sell our products.

          Environmental Matters

          Our operations are subject to a variety of federal, state and local environmental laws and regulations which govern, among other things, the discharge of hazardous materials to the air and water, handling, treatment, storage and disposal of such materials, as well as remediation of contaminated soil and groundwater. We have in place programs that monitor compliance with these requirements and believe our operations are in material compliance with them. In the normal course of our manufacturing operations, we are subject to occasional governmental proceedings and orders pertaining to waste disposal, air emissions and water discharges into the environment. We believe that we are in compliance with applicable environmental regulations in all material respects, and that the

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outcome of any such proceedings and orders will not have a material adverse effect on our business. Under the terms of the Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which the 1993 Sellers were acquired in 1993 (the “Asset Purchase”) to constitute Remington in its present form, DuPont agreed to retain responsibility for certain pre-closing environmental liabilities. In connection with the Asset Purchase, Remington also entered into an agreement with Dupont with respect to cooperation and responsibility for specified environmental matters. See “—Certain Indemnities”.

          There are various pending proceedings associated with environmental liability naming us for which the 1993 Sellers have accepted liability. Our obligation on these cases is not expected to be material.

          Based on information known to us, we do not expect current environmental regulations or environmental proceedings and claims to have a material adverse effect on our results of operations, financial condition or cash flows. However, it is not possible to predict with certainty the impact of future environmental compliance requirements or of the cost of resolution of any future environmental proceedings and claims, in part because the scope of the remedies that may be required is not certain, liability under some federal environmental laws is under certain circumstances joint and several in nature, and environmental laws and regulations are subject to modification and changes in interpretation. There can be no assurance that environmental regulation will not become more burdensome in the future or that unknown conditions will not be discovered and that any such development would not have a material adverse effect on our business. We do not anticipate incurring any material capital expenditures for environmental control facilities for 2008 or 2009.

          Employees

          As of February 29, 2008, we employed approximately 2,550 full-time employees of whom approximately 2,200 were engaged in manufacturing (of which approximately 400 were former Marlin employees), and approximately 350 of whom were engaged in sales, general administration and research and development (of which approximately 100 were former Marlin employees). An additional work force of temporary employees is engaged during peak production schedules at certain of our manufacturing facilities.

          On October 26, 2007, Remington was notified by the Union, which represents approximately 650 individuals at February 29, 2008 employed by the Company at the Company’s Ilion, New York manufacturing facility, that the New Agreement between the Union and the Company had been ratified. The New Agreement expires on October 28, 2012. We also have a labor agreement with Local 2021 of the United Automobile, Aircraft and Agricultural Implement Workers of America (“U.A.W.”), which represents less than 10 hourly employees at our plant in Findlay, Ohio. This labor agreement is terminable by either party upon notice to the other party. Employees at our other manufacturing facilities are not represented by unions. There have been no significant interruptions or curtailments of operations due to labor disputes since prior to 1968 and we believe that our relations with our employees are satisfactory.

Available Information

          Our internet address is www.remington.com. The information contained on, or that can be accessed through, our internet website is not incorporated by reference into this annual report on Form 10-K. We have included our website address as a factual reference and do not intend it as an active link to our internet website. We make available, free of charge, on our internet website our latest annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after filing or furnishing such reports with the Securities and Exchange Commission (“SEC”) via a link on our website to our page in the SEC electronic filing database.

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Item 1A. RISK FACTORS

RISK FACTORS

          Our business and operations are subject to a number of risks and uncertainties as described below. However, the risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we may currently deem immaterial, may become important factors that harm our business, financial condition, results of operations or cash flows. If any of the following risks actually occur, our business, financial condition, results of operations or liquidity could suffer. You should read and carefully consider each of the following risks, as well as the other information provided elsewhere in this report.

          Because of the nature of potential injuries relating to firearms and ammunition, certain public perceptions of our products, and recent efforts to expand liability of manufacturers of firearms and ammunition, product liability cases and claims, and insurance costs associated with such cases and claims, may cause us to incur significant costs.

          We are currently defending product liability litigation involving Remington brand firearms and our ammunition products (including ammunition manufactured under the UMC and Peters names). As of December 31, 2007, approximately 11 individual bodily injury cases or claims were pending, primarily alleging defective product design, defective manufacture and/or failure to provide adequate warnings. Some of these cases seek punitive as well as compensatory damages. As a manufacturer of shotguns and rifles, since 1999, we were named in three cases (none of which is pending as to us) of the lawsuits brought by some 30 municipalities and other governmental entities, primarily against manufacturers and sellers of handguns.

          Because the nature and extent of liability based on the manufacture and/or sale of allegedly defective products is uncertain, particularly as to firearms and ammunition, our resources may not be adequate to cover pending and/or future product liability occurrences, cases or claims, in the aggregate, and such cases and claims may have a material adverse effect upon our business, financial condition or results of operations. In addition, insurance coverage for these risks may not continue to be available or, if available, we may not be able to obtain it at a reasonable cost. See “Item 3, “Legal Proceedings”.

          Our business is subject to extensive governmental legislation and regulation that may restrict our operations, increase our costs of operations, or adversely affect the demand for our products by limiting the availability and/or increasing the cost of our products.

          The manufacture, sale and purchase of firearms and ammunition are subject to extensive federal, state and local governmental regulation. Although we do not believe that current regulations have had such an impact to date, future regulations may adversely affect our operations by limiting the types of products that we can manufacture and/or sell, or imposing additional costs to us or to our customers in connection with the manufacture and/or sale of our products. Such regulations may also adversely affect demand for our products by imposing limitations that increase the costs of our products, making it more difficult or cumbersome for our distributors or end users to transfer and own our products, or creating negative consumer perceptions with respect to our products.

          Current federal regulations include:

• Licensing requirements for the manufacture and/or sale of firearms and ammunition.

• A national system of instant background checks for all purchases of firearms from federal license holders, including purchases of our firearms products and purchases from license holders at gun shows.

          In addition, bills have been introduced in Congress to establish, and to consider the feasibility of establishing, a nationwide database recording so-called “ballistic images” of ammunition fired from new guns. Should such a mandatory database be established, the cost to Remington, its distributors and its customers could be significant, depending on the type of firearms and ballistic information included in the database. Bills have also been introduced in Congress in the past several years that would affect the manufacture and sale of ammunition, including bills to regulate the manufacture, importation and sale of armor-piercing bullets, to prohibit the manufacture, transfer or importation of ..25 caliber, .32 caliber and 9mm handgun ammunition, and to increase or impose new taxes on the sales of certain types of ammunition, as well as bills addressing the use of lead in ammunition. Certain of these bills would apply to ammunition of the kind we produce, and accordingly, if enacted, could have a material adverse effect on our business.

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          State and local laws and regulations may place additional restrictions on gun ownership and transfer:

• Some states have recently enacted, and others are considering, legislation restricting or prohibiting the ownership, use or sale of specified categories of firearms and ammunition. Many states currently have mandatory waiting period laws in effect for the purchase of firearms, including rifles and shotguns. Although there are few restrictive state or local regulations applicable to ammunition, several jurisdictions are considering such restrictions on a variety of bases.

• Some states have enacted regulations prohibiting the sale of firearms unless accompanied by an internal and/or external locking device. In several states, this requirement is imposed on both handguns and long guns. Some states are also considering mandating the inclusion of various design features on safety grounds. Most of these regulations as currently contemplated would be applicable only to handguns.

• To date, two states have established registries of so-called “ballistic images” of ammunition fired from new guns. Although neither law mandates the inclusion of such “imaging” data from long guns in their registries, these or other states may do so in the future. Proposed legislation in at least one other state would be applicable to Remington rifles and would call for “imaging” of both cartridges and projectiles.

          We believe that existing federal and state legislation relating to the regulation of firearms and ammunition has not had a material adverse effect on our sales of these products. However, the regulation of firearms and ammunition may become more restrictive in the future and any such development might have a material adverse effect on our business, financial condition, results of operations, or cash flows. In addition, regulatory proposals, even if never enacted, may affect firearms or ammunition sales as a result of consumer perceptions. See “Business—Regulation”.

          Environmental litigation and regulations may restrict or increase the cost of our operations and/or impair our financial condition.

          We are subject to a variety of federal, state and local environmental laws and regulations which govern, among other things, the discharge of hazardous materials into the air and water, the handling, treatment, storage and disposal of such materials, as well as remediation of contaminated soil and groundwater. We have programs in place that monitor compliance with those requirements and believe that our operations are in material compliance with them. In the normal course of our manufacturing operations, we are subject to occasional governmental proceedings and orders pertaining to waste disposal, air emissions and water discharges into the environment.

          Based on information known to us, we do not expect current environmental regulations or environmental proceedings and claims to have a material adverse effect on our results of operations, financial condition, or cash flows. However, it is not possible to predict with certainty the impact on us of future environmental compliance requirements or of the cost of resolution of future environmental proceedings and claims, in part because the scope of the remedies that may be required is not certain, liability under federal environmental laws is, under certain circumstances, joint and several in nature, and environmental laws and regulations are subject to modifications and changes in interpretation. Environmental regulations may become more burdensome in the future and any such development, or discovery of unknown conditions, may require us to make material expenditures or otherwise materially adversely affect the way we operate our business, as well as have a material adverse effect on our results of operations, financial condition, or cash flows. See “Business—Environmental Matters”.

          Unfavorable market trends and social and political concerns could adversely affect demand for our products and our business.

          We believe that a number of trends currently exist that are potentially significant to the hunting and shooting sports market:

• We believe that the development of rural property in many locations has curtailed or eliminated access to private and public lands previously available for hunting and shooting sports.

• Environmental issues, such as concern about lead in the environment, may also adversely affect the industry.

• Although we are a manufacturer of long guns, the trends regarding firearms regulation, as well as pending industry litigation, and the consumer perception of such developments, may adversely affect sales of firearms, ammunition and other shooting-related products by such means as increasing costs of production and/or reducing the number of distribution outlets for our products.

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          These trends may have a material adverse effect on our business by impairing industry sales of firearms, ammunition and other shooting-related products.

          Our substantial indebtedness could have a material adverse effect on our financial health and our ability to obtain financing in the future and to react to changes in our business.

          We have a significant amount of debt. On December 31, 2007, we had approximately $229.8 million of debt outstanding and our interest expense for the year ended December 31, 2007 was approximately $25.5 million. Our significant amount of debt could limit our ability to satisfy our obligations, limit our ability to operate our business and impair our competitive position. For example, it could:

• make it more difficult for us to satisfy our obligations under the Notes and to the lenders under the Amended and Restated Credit Agreement;

• increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings are and will continue to be at variable rates of interest;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and industry;

• place us at a disadvantage compared to competitors that have proportionately less debt; and

• limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements.

          The agreements and instruments governing our debt place specified limitations on incurrence of additional debt. Despite current indebtedness levels, we and our subsidiaries may be able to incur substantial additional indebtedness in the future. However, if new debt is added to our and our subsidiaries’ current debt levels, the related risks would intensify.

          Our ability to generate the significant amount of cash needed to make payments on and repay the Notes and our other debt and to operate our business depends on many factors beyond our control.

          Payments on our debt and the funding of working capital needs and planned capital expenditures will depend on our ability to generate cash and secure financing in the future. This ability, to an extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors beyond our control. If our business does not generate sufficient cash flow from operations, and sufficient future borrowings are not available to us under our Amended and Restated Credit Agreement or from other sources of financing, we may not be able to repay the Notes or our other debt, operate our business or fund our other liquidity needs. We may not be able to obtain additional financing, particularly because of our anticipated high levels of debt and the debt incurrence restrictions imposed by the agreements governing our debt. If we cannot meet or refinance our obligations when they are due, this may lead us to sell assets, reduce capital expenditures or take other actions which could have a material adverse effect on us.

          The agreements and instruments governing our debt contain restrictions and limitations which could significantly impact the holders of the Notes and our ability to operate our business.

          The Amended and Restated Credit Agreement and the indenture governing the Notes contain a number of significant covenants that could adversely impact the holders of the Notes and our business by limiting our ability to obtain future financing, make acquisitions or needed capital expenditures, withstand a future downturn in our business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise. These covenants, among other things, restrict our ability and the ability of our subsidiaries to:

• pay dividends or make other distributions;

• make certain investments or acquisitions;

• enter into transactions with affiliates;

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• dispose of assets or enter into business combinations;

• incur or guarantee additional debt;

• issue equity;

• repurchase or redeem equity interests and debt;

• create or permit to exist certain liens; and

• pledge assets.

          Furthermore, the Amended and Restated Credit Agreement requires us to meet specified financial covenants. Our ability to comply with these provisions may be affected by events beyond our control. The breach of any of these covenants will result in a default under the Amended and Restated Credit Agreement, which could place us in default under the indenture governing the Notes.

          If we default under our Amended and Restated Credit Agreement, we may not have the ability to make payments on our indebtedness.

          In the event of a default under our Amended and Restated Credit Agreement, the lenders could elect to declare all amounts borrowed, together with accrued and unpaid interest and other fees, to be due and payable. If such acceleration occurs, thereby causing an acceleration of amounts outstanding under the Notes, we may not be able to repay the amounts due under our Amended and Restated Credit Agreement or the Notes. This could have serious consequences to the holders of the Notes and to our financial condition and results of operations, and could cause us to become bankrupt or insolvent.

          Our business is affected by seasonal fluctuations in business; inventory management practices have had an effect on our business.

          Many of our firearms products are purchased in anticipation of use during the fall hunting season. In an effort to reduce the effect of seasonality on our business, we have historically allowed these products to be purchased under an early order or “dating” plan. Under the dating plan, a distributor may purchase these products beginning in December (the start of our firearms dating plan year) and pay for them on extended terms. Historically, use of the dating plan has had the effect of shifting some sales from the second and third quarters to the first and fourth quarters. We attribute such use of dating plans to the seasonality that exists within the markets in which we sell our products. Use of the dating plan and the extended payment terms results in deferral of collection of accounts receivable.

          In addition, we believe that economic conditions have caused other customers (dealers and chains) to defer purchases of our products until later in the core fall hunting seasons (September through December) and to utilize lower inventory levels than during prior periods. This overall trend in demand continues to date, and there can be no assurance that such trends will not continue.

          As a result of the seasonal nature of our sales, the extended payment terms under our dating plan billing practices, and our customers’ inventory management practices, our working capital financing needs may significantly exceed cash provided by operations during certain periods in a year.

          Decreases in consumer confidence and spending and/or significant increases in commodity and energy prices could have a material impact on the consolidated financial position, results of operations, or cash flows of the Company.

          The general economic environment appears to be increasingly volatile and uncertain, as a result of credit concerns due to the sub-prime mortgage market, inflationary pressures from higher energy and fuel costs, and an uncertain geopolitical environment. Leading economic indicators such as employment levels and income growth predict a downward trend in the United States economy during 2008, and some commentators have predicted a recession. In addition, our business has been affected by rising commodity prices for raw materials such as lead, copper, zinc and steel, that have been experienced since 2003. We can provide no assurance that these economic trends will not continue.

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          A substantial amount of our business comes from one “national account” customer. A substantial portion of our accounts receivable is concentrated with two customers. Loss of business from these customers could adversely affect our revenues, operating results and statements of cash flows.

          Our in-house sales force markets our products directly to national accounts (consisting primarily of mass merchandisers) and to federal, state and local government agencies. Approximately 17% of our total 2007 sales and 13% of our December 31, 2007 accounts receivable balance consisted of sales made to one national account, Wal-Mart. Our sales to Wal-Mart are generally not governed by a written agreement. In the event that Wal-Mart significantly reduces or terminates its purchases of firearms and/or ammunition from us, our revenue could be adversely affected.

          Wal-Mart together with another customer, accounts for approximately 24% of our accounts receivable. This other customer, due to the timing of its purchasing, usually maintains significant amounts of accounts receivable at the end of our fiscal year. In the event that this customer incurs financial difficulty and is unable to pay its account in full, our cash flows and operating results could be adversely affected.

          We are dependent on a number of key suppliers. Loss or damage to our relationships with these suppliers could have a material adverse effect on our business, financial condition, results of operations and cash flows.

          To manufacture our various products, we use many raw materials, including steel, zinc, lead, brass, plastics and wood, as well as manufactured parts purchased from independent manufacturers. An extended interruption in the supply of these or other raw materials or in the supply of suitable substitute materials would disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, we may incur additional costs in sourcing raw materials from alternative producers.

          For a number of our raw materials, we rely on one or a few suppliers. Alternative sources, many of which are foreign, exist for each of these materials. We do not, however, currently have significant supply relationships with any of these alternative sources. We cannot estimate with any certainty the length of time that would be required to establish alternative supply relationships, or whether the quantity or quality of materials that could be so obtained would be sufficient.

          We purchase a limited number of foreign manufactured firearms products through third party suppliers as part of our strategy to grow revenues and improve profitability, which exposes us to additional uncertainties.

                    We introduced an opening price point line known as Spartan Gunworks^™ in 2004 and subsequently expanded the line with additional product offerings. This product line is made by a foreign manufacturer, imported by a third party, and then resold by us under the Remington brand.

                    Our dependence on foreign suppliers means, in part, that we may be affected by declines in the relative value of the U.S. dollar to foreign currencies. Although all of our purchases of foreign products are negotiated and paid for in U.S. dollars, declines in the applicable foreign currency and currency exchange rates might negatively affect the profitability and business prospects of our foreign manufacturer. This, in turn, might cause such supplier to demand higher prices for merchandise, hold up merchandise shipments to us, or discontinue selling to us, any of which could ultimately reduce our sales or increase our costs.

                    We are also subject to other risks and uncertainties associated with changing economic and political conditions in foreign countries. These risks and uncertainties include import duties and quotas, disruptions or delays in product deliveries, our suppliers’ on-going quality controls, work stoppages, economic uncertainties (including inflation), foreign government regulations, political unrest and trade restrictions. Any event causing a disruption or delay of imports from our foreign manufacturers, including the imposition of additional import restrictions, restrictions on the transfer of funds and/or increased tariffs or quotas, or both, could increase the cost or reduce the supply of merchandise available to us and adversely affect our business, financial condition, results of operations, or cash flows.

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          If we are unable to retain key management personnel, our business could be adversely affected.

          Our success is dependent to a large degree upon the continued service of our executive management team. We have entered into employment agreements with certain of our executives. See “Executive Compensation—Employment Agreements.” The loss of any member of our executive management team could have a material adverse effect on our business, financial condition and results of operations.

          We may not be able to compete successfully within our highly competitive markets, which could adversely affect our business, financial condition or cash flows.

          The markets in which we operate are highly competitive. Product image, quality and innovation are the primary competitive factors in the firearms industry. Product differentiation exists to a much lesser extent in the ammunition industry, where price is the primary competitive factor. Reductions in price by our competitors in the ammunition industry could force us to reduce prices or otherwise alter terms of sale as a competitive measure, which could adversely affect our business, financial condition, results of operations or cash flows.

          Our competitors vary by product line. Some of our competitors are subsidiaries of large corporations with substantially greater financial resources than us. Although we believe that we compete effectively with all of our present competitors, we may not continue to do so, and our ability to compete could be adversely affected by our leveraged condition. See “Business—Firearms—Competition” and “Business—Ammunition—Competition”.

          Our business is subject to economic, market and other factors beyond our control or ability to predict.

          The sale of hunting and shooting sports products depends upon a number of factors related to the level of consumer spending, including the general state of the economy and the willingness of consumers to spend on discretionary items. Historically, the general level of economic activity has significantly affected the demand for sporting goods products in the hunting and shooting sports and related markets. As economic activity slows, consumer confidence and discretionary spending by consumers declines. Competitive pressures arising from any significant or prolonged economic downturn could have a material adverse impact on our financial condition and results of operations, and such impact could be intensified by our leveraged condition.

          Moreover, additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business and operations. These risks and uncertainties include, but are not limited to, weather and other Acts of God that could result in the loss or destruction of warehoused inventory and stoppages in our ability to manufacture our key products for a sustained period of time.

          Worse-than-assumed economic and demographic experience for our postretirement benefit plans (e.g., discount rates, investment returns, and health care cost trends) could negatively impact our operating results, financial condition, and cash flows.

          We sponsor plans to provide postretirement pension and health care for our retired employees. The measurement of our obligations, costs and liabilities associated with these benefits, requires that we estimate the present values of projected future payments to all participants. We use many assumptions in calculating these estimates, including discount rates, investment returns on designated plan assets, health care cost trends, and demographic experience (e.g., mortality and retirement rates). To the extent that actual results are less favorable than our assumptions there could be a substantial adverse impact on our results of operations, financial condition, and cash flows.

          An increase in revenues to the government, law enforcement, and military sales channels could result in increased uncertainty to the timing of our sales revenues.

          Government, law enforcement, and military sales channels are typically in the form of contract sales arrangements. We are exposed to these channels through our sale of certain firearms and ammunition products, as well as our distribution of surveillance security technology products. An increasing percentage of our sales revenues could therefore be subject to contract negotiations. This trend could cause sales revenue amounts to be increasingly volatile and uncertain with respect to the timing of orders.

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          The recent acquisition of RACI Holding by American Heritage Arms and our acquisition of The Marlin Firearms Company may not meet our expectations.

          We believe both the Acquisition by AHA and the Marlin Acquisition will strengthen our ability to grow our leadership position in shotguns, rifles and ammunition in the United States and provide additional capital to further develop our market presence internationally and accelerate operational improvements within the Company. However, we may not experience the anticipated benefits of the acquisitions. Specifically, our ability to integrate the business of The Marlin Firearms Company with our business will be complex, time-consuming, and expensive and may disrupt the combined business. We will need to overcome significant challenges in order to realize any benefits or synergies from the Marlin Acquisition.

          The execution of these post-acquisition events will involve considerable risks and may not be successful. These risks include the following:

• The potential disruptions of ongoing business and distraction of our management;

• The potential strain on our financial and managerial controls and reporting systems and procedures;

• Unanticipated expenses and potential delays related to integration of the operations, technology, and other resources of the companies;

• The impairment of relationships with employees, suppliers, and customers as a result of any integration of new management personnel;

• Greater than anticipated costs and expenses related to the integration of our businesses;

• The potential combination of weaker credit metrics and near-term lower cash flow pressuring credit quality and the ratings of companies that actively pursue consolidation strategies; and

• Potential unknown liabilities associated with the Marlin Acquisition and the combined operations.

          We may not succeed in addressing these risks or any other problems encountered in connection with the Marlin Acquisition or with respect to other potential acquisitions. The inability to integrate successfully the operations, technology, and personnel of our business, or any significant delay in achieving integration, could have a material adverse effect on the Company.

          The substantial diversion of management’s attention from Remington’s day-to-day business when evaluating and considering the impact of the acquisitions could negatively impact our business, operating results or financial condition.

          Our management has spent a significant amount of time addressing various matters related to the recent acquisitions and has not been able to focus all of its time on our ongoing business matters. The diversion of our management’s attention and any delay or difficulties encountered in connection with such acquisitions could result in the disruption of our ongoing business or inconsistencies in standards, controls, procedures and policies that could negatively affect our ability to maintain relationships with customers, suppliers, employees and others with whom we have business dealings.

          Any acquisitions that we undertake in the future could be difficult to integrate, disrupt our business and harm our operating results.

          We expect to review opportunities to acquire other businesses that would complement or expand our current products, expand the breadth of our markets, or otherwise offer growth opportunities. If we make any future acquisitions, we could incur additional debt or assume contingent liabilities. Our experience in acquiring other businesses is limited.

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          Management has been increasing the prices on certain of our products and has been shortening sales terms. These higher product selling prices coupled with reduced sales terms could limit sales, which could negatively impact our business, operating results or financial condition.

          Management has imposed price increases on our customers in an attempt to offset cost increases relating to materials and energy (including lead, copper, zinc, steel and fuel) that we have experienced since 2003. Management has also worked to reduce sales terms over the past year related to certain working capital initiatives. These higher product prices and shorter sales terms could limit our sales in the future and could negatively impact our business, operating results or financial condition.

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Item 1B. UNRESOLVED STAFF COMMENTS

          None.

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Item 2. PROPERTIES

          We currently own seven facilities for our manufacturing operations. The following table sets forth selected information regarding each of these facilities:

Plant	Product	Segment	Square Feet (in thousands)
Ilion, New York	Shotguns; centerfire and rimfire rifles	Firearms	1,000
Lonoke, Arkansas	Shotshell; rimfire and centerfire ammunition	Ammunition	750
Mayfield, Kentucky	Rimfire and centerfire rifles	Firearms	44
Findlay, Ohio	Clay targets	All Other	40
Ada, Oklahoma	Clay targets	All Other	21
North Haven, Connecticut	Rifles	Firearms	227
Gardner, Massachusetts	Rifles and shotguns	Firearms	124

          We believe that these facilities are suitable for the manufacturing conducted therein and have capacities appropriate to meet existing production requirements. The Ilion, Lonoke and Mayfield facilities each contain enclosed ranges for testing firearms and ammunition. The Ada, Oklahoma facility is currently idle due to supply limitations discussed in Note 5 to our audited consolidated financial statements for the year ended December 31, 2007, contained in “Item 8 – Financial Statements and Supplementary Data” in this annual report on Form 10-K.

          We acquired the Connecticut and Massachusetts facilities in connection with our acquisition of The Marlin Firearms Company on January 28, 2008.

          Our headquarters and related operations are conducted in an office building that we own in Madison, North Carolina. We believe that this facility is suitable for the activities conducted therein and is appropriately utilized.

          Research and development is conducted at a facility that we own in Elizabethtown, Kentucky. We believe that this facility is suitable for the activities conducted therein and is appropriately utilized.

          At December 31, 2007, we owned a facility in Lexington, Missouri, that was used by a third party for the production of wood stocks. We purchase a number of these wood stocks to use in the production of certain firearms. This facility was sold in February 2008 to a third party and we continue to purchase wood stocks from this third party to use in the production of certain firearms.

          All of the real property owned by us has been mortgaged as collateral for our obligations under the Amended and Restated Credit Agreement through the Second Amendment.

          We lease a facility in Memphis, Tennessee from and contract for distribution services with major third party contractors, which impacts distribution for all of our reporting segments. We believe that this facility is suitable for the activities conducted therein and is appropriately utilized.

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Item 3. LEGAL PROCEEDINGS

          Under the terms of the Purchase Agreement, the 1993 Sellers retained liability for, and are required to indemnify us against:

• liability in excess of our limited financial responsibility for environmental claims and disclosed product liability claims relating to pre-closing occurrences;

• liability for product liability litigation related to discontinued products; and

• certain tax liabilities, and employee and retiree compensation and benefit liabilities and intercompany accounts payable which do not represent trade accounts payable.

          These indemnification obligations of the 1993 Sellers are not subject to any survival period limitation. We have no current information on the extent, if any, to which the 1993 Sellers have insured these indemnification obligations. Except for certain cases and claims relating to shotguns as described below, and except for all cases and claims relating to products discontinued prior to the Asset Purchase, we generally bear financial responsibility for the costs of product liability cases and claims relating to occurrences after the Asset Purchase and are required to indemnify the 1993 Sellers against such cases and claims. See “—Certain Indemnities.”

          The main types of legal proceedings include:

• Product liability litigation filed by individuals.

• Product liability litigation filed by municipalities.

• Environmental litigation.

Product Liability Litigation

          Since December 1, 1993, we have maintained insurance coverage for product liability claims subject to certain self-insured retentions on a per-occurrence basis for personal injury or property damage relating to occurrences arising after the Asset Purchase. We believe that our current product liability insurance coverage for personal injury and property damage is adequate for our needs. Our current product liability insurance policy runs from December 1, 2007 through November 30, 2008 and provides for certain self-insured retention amounts per occurrence. It also includes a limited batch clause provision, which allows that a single retention be assessed when the same defects manufactured in a common lot or batch results in multiple injuries or damages to third parties. The policy excludes from coverage any pollution-related liability. Based in part on the nature of our products, there can be no assurance that we will be able to obtain adequate product liability insurance coverage upon the expiration of the current policy. Certain of our current excess insurance coverage expressly excludes actions brought by municipalities as described below.

          As a result of contractual arrangements, we manage the joint defense of product liability litigation involving Remington brand firearms and our ammunition products for both Remington and the 1993 Sellers. As of December 31, 2007, approximately 11 individual bodily injury cases and claims were pending, primarily alleging defective product design, defective manufacture and/or failure to provide adequate warnings; some of these cases seek punitive as well as compensatory damages. We have previously disposed of a number of other cases involving post-Asset Purchase occurrences by settlement. Of the individual cases and claims pending as of December 31, 2007, one involves matters for which the 1993 Sellers retained liability and are required to indemnify us. The remaining 12 pending cases involve post-Asset Purchase occurrences for which we bear responsibility under the Purchase Agreement.

          The relief sought in individual cases includes compensatory and, sometimes, punitive damages. Not all complaints or demand letters expressly state the amount of damages sought. As a general matter, when specific amounts are provided, compensatory damages sought range from less than $75,000 to more than $10 million, while demands for punitive damages may range from less than $500,000, to as much as $100 million. Of the 11 individual post-Asset Purchase claims pending as of December 31, 2007, claimants specifying amounts purport to seek approximately $28.5 million in compensatory and $10 million of punitive damages. In the Company’s experience, initial demands do not generally bear a reasonable relationship to the facts and circumstances of a particular matter, and in any event, are typically reduced significantly as a case proceeds. The Company believes that its accruals for product liability cases and claims, as described below, are a superior quantitative measure of the cost to it of product liability cases and claims.

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          At December 31, 2007, our accrual for product liability cases and claims was $12.4 million. The amount of our accrual for product liability cases and claims is based upon estimates developed as follows. We establish reserves for anticipated defense and disposition costs to us of those pending cases and claims for which we are financially responsible. Based on those estimates and an actuarial analysis of actual defense and disposition costs incurred by us with respect to product liability cases and claims in recent years, we determine the estimated defense and disposition costs for unasserted product liability cases and claims. We combine the estimated defense and disposition costs for both pending and unasserted cases and claims to determine the amount of our accrual for product liability cases and claims. It is reasonably possible additional experience could result in further increases or decreases in the period in which such information is made available. We believe that our accruals for losses relating to such cases and claims are adequate. Our accruals for losses relating to product liability cases and claims include accruals for all probable losses the amount of which can be reasonably estimated. Based on the relevant circumstances (including the current availability of insurance for personal injury and property damage with respect to cases and claims involving occurrences arising after the Asset Purchase, our accruals for the uninsured costs of such cases and claims and the 1993 Sellers’ agreement to be responsible for a portion of certain post-Asset Purchase shotgun-related product liability costs, as well as the type of firearms products that we make), we do not believe with respect to product liability cases and claims that any probable loss exceeding amounts already recognized through our accruals has been incurred.

          Because our assumption of financial responsibility for certain product liability cases and claims involving pre-Asset Purchase occurrences was limited to an amount that has now been fully paid, with the 1993 Sellers retaining liability in excess of that amount and indemnifying us in respect of such liabilities, and because of our accruals with respect to such cases and claims, we believe that product liability cases and claims involving occurrences arising prior to the Asset Purchase are not likely to have a material adverse effect upon our financial condition, results of operations or cash flows. Moreover, although it is difficult to forecast the outcome of litigation, we do not believe, in light of relevant circumstances (including the current availability of insurance for personal injury and property damage with respect to cases and claims involving occurrences arising after the Asset Purchase, our accruals for the uninsured costs of such cases and claims and the 1993 Sellers’ agreement to be responsible for a portion of certain post-Asset Purchase shotgun-related product liability costs, as well as the type of firearms products that we make), that the outcome of all pending post-Asset Purchase product liability cases and claims will be likely to have a material adverse effect upon our financial condition, results of operations or cash flows. Nonetheless, in part because the nature and extent of liability based on the manufacture and/or sale of allegedly defective products (particularly as to firearms and ammunition) is uncertain, there can be no assurance that our resources will be adequate to cover pending and future product liability occurrences, cases or claims, in the aggregate, or that a material adverse effect upon our financial condition, results of operations or cash flows will not result therefrom. Because of the nature of our products, we anticipate that we will continue to be involved in product liability litigation in the future. Because of the potential nature of injuries relating to firearms and ammunition, certain public perceptions of our products, and recent efforts to expand liability of manufacturers of firearms and ammunition, product liability cases and claims, and insurance costs associated with such cases and claims, may cause us to incur material costs.

Municipal Litigation

          In addition to these individual cases, as a manufacturer of shotguns and rifles, Remington was named in only three of the actions brought by approximately 30 municipalities, primarily against manufacturers, distributors and sellers of handguns: (i) City of Boston, et al. v. Smith & Wesson, et al., No. 99-2590 (Suffolk Super Ct.); (ii) City of St. Louis, Missouri v. Henry Cernicek, et al., No. 992-01209 (Cir. Ct. St. Louis) & 00 Civil 1895 (U.S. Dist. Ct E.D. Missouri); and (iii) City of New York, et al. v. B.L. Jennings, Inc., et al., 00 Civil 3641 (JBW) (U.S. Dist. Ct. E.D.N.Y.). Two of these cases (City of Boston and City of St. Louis) have been dismissed against all defendants, while the third has been limited to claims against handgun manufacturers (City of New York). Remington is therefore not a defendant in any pending municipal litigation.

          As a general matter, these lawsuits name several dozens of firearm industry participants as defendants, and claim that the defendants’ distribution practices allegedly permitted their products to enter a secondary market, from which guns can be obtained by unauthorized users; that defendants fail to include adequate safety devices in their firearms to prevent unauthorized use and accidental misuse; and that defendants’ conduct has created a public nuisance. Plaintiffs generally seek injunctive relief and money damages (consisting of the cost of providing certain city services and lost tax and other revenues), and in some cases, punitive damages, as well.

          To date, most municipal lawsuits have been dismissed and are no longer subject to appeal, including that involving local California governments. The three remaining lawsuits are in various stages of motion practice, discovery, and trial preparation. A majority of states have enacted some limitation on the ability of local

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governments to file such lawsuits against firearms manufacturers. In addition, similar legislation limiting such lawsuits on a federal level has been proposed in both houses of Congress, most recently by the House of Representatives on October 20, 2005. President Bush signed the Protection of Lawful Commerce in Arms Act on October 26, 2005. However, the applicability of the law to various types of governmental and private lawsuits has been challenged in both state and federal courts.

Litigation Outlook

          We are involved in lawsuits, claims, investigations and proceedings, including commercial, environmental and employment matters, which arise in the ordinary course of business. We do not expect that the ultimate costs to resolve these matters will have a material adverse effect on our financial position, results of operations or cash flows.

Certain Indemnities

          As of the closing of the Asset Purchase in December 1993 under the Purchase Agreement, we assumed:

• a number of specified liabilities, including certain trade payables and contractual obligations of the 1993 Sellers;

• limited financial responsibility for specified product liability claims relating to disclosed occurrences arising prior to the Asset Purchase;

• limited financial responsibility for environmental claims relating to the operation of the business prior to the Asset Purchase; and

• liabilities for product liability claims relating to occurrences after the Asset Purchase, except for claims involving products discontinued at the time of closing.

          All other liabilities relating to or arising out of the operation of the business prior to the Asset Purchase are excluded liabilities (the “Excluded Liabilities”), which the 1993 Sellers retained. The 1993 Sellers are required to indemnify Remington and its affiliates in respect of the Excluded Liabilities, which include, among other liabilities:

• liability in excess of our limited financial responsibility for environmental claims and disclosed product liability claims relating to pre-closing occurrences;

• liability for product liability litigation related to discontinued products; and

• certain tax liabilities, and employee and retiree compensation and benefit liabilities and intercompany accounts payable which do not represent trade accounts payable.

          The 1993 Sellers’ overall liability in respect of their representations, covenants and the Excluded Liabilities under the Purchase Agreement, excluding environmental liabilities and product liability matters relating to events occurring prior to the purchase but not disclosed, or relating to discontinued products, is limited to $324.8 million. With a few exceptions, the 1993 Sellers’ representations under the Purchase Agreement have expired. We made claims for indemnification involving product liability issues prior to such expiration. See “—Product Liability Litigation”.

          In addition, the 1993 Sellers agreed in 1996 to indemnify us against a portion of certain product liability costs involving various shotguns manufactured prior to 1995 and arising from occurrences on or prior to November 30, 1999. These indemnification obligations of the 1993 Sellers relating to product liability and environmental matters (subject to a limited exception) are not subject to any survival period limitation, deductible or other dollar threshold or cap. We and the 1993 Sellers are also party to separate agreements setting forth agreed procedures for the management and disposition of environmental and product liability claims and proceedings relating to the operation or ownership of the business prior to the Asset Purchase, and are currently engaged in the joint defense of certain product liability claims and proceedings. See “—Product Liability Litigation”.

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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          There were no matters submitted to a vote of the Company’s sole stockholder during the fourth quarter of 2007.

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PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

          Market Information. There is no established public trading market for the securities issued by AHA, Holding or Remington.

          Holders. As of February 29, 2008, there were 19 holders of the outstanding common stock of AHA, the 100% owner of Holding. The only holder of Remington’s common stock is Holding and the only holder of Holding’s common stock is AHA.

          Dividends. AHA did not pay any dividends during 2007. Holding did not pay any dividends during 2006 or 2007 and Remington did not pay any dividends during 2006 or 2007.

          The declaration and payment of future dividends by either Remington, Holding or AHA, if any, will be at the sole discretion of the Board of Directors of the respective companies, subject (in the case of Remington) to the restrictions set forth in the Amended and Restated Credit Agreement, and the indenture for the Notes, which currently limit the payment of cash dividends by Remington to its sole stockholder, as well as restrictions, if any, imposed by other indebtedness outstanding from time to time.

          See “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” and Note 16 to our audited consolidated financial statements for the year ended December 31, 2007, appearing in “Item 8 – Financial Statements and Supplementary Data” in this annual report on Form 10-K.

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Item 6. SELECTED FINANCIAL DATA

          As a result of the AHA Acquisition, the financial results for the twelve months ended December 31, 2007 have been separately presented, split between the “Predecessor” entity, covering the period from January 1, 2007 through May 31, 2007, and the “Successor” entity, covering the period from June 1, 2007 through December 31, 2007. For comparative purposes, we combined the two periods through December 31, 2007 in the table and related footnotes below. We believe this presentation provides the reader with a more accurate comparison and the combined results of operations are what management relies on internally when making business decisions.

          The following table sets forth certain selected financial information derived from our audited consolidated financial statements as audited by our independent registered public accounting firms, Grant Thornton LLP for data for the annual periods ended December 31, 2007 and December 31, 2006, and PricewaterhouseCoopers LLP for the annual periods ended December 31, 2005, December 31, 2004 and December 31, 2003. The table should be read in conjunction with “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes and other financial information included elsewhere in this annual report.

	Predecessor																Successor
	Year Ended December 31,												Jan. 1– May 31 2007					June 1 – Dec. 31 2007				Combined 2007
	2003			2004			2005			2006
	(dollars in millions)
Income Statement Data:
Net Sales (1)	$	360.7		$	393.0		$	410.4		$	446.0			$	167.0				$	322.0			$	489.0
Sales Growth (Loss) Percentage		(6.0	%)		9.0	%		4.4	%		8.7	%			N/A					N/A				9.6	%
Gross Profit		90.5			90.5			85.5			107.6				49.7					52.7				102.4
Gross Profit Percentage		25.1	%		23.0	%		20.8	%		24.1	%			29.8	%				16.4	%			21.0	%
Operating Expenses		75.0			69.6			69.8			77.8				28.5					54.0				82.5
Impairment Charges (2)		—			—			4.7			0.2				—					—				—
Operating Profit (Loss)		15.5			20.9			11.0			29.6				21.2					(1.3	)			19.9
Interest Expense (3)		23.0			24.6			26.4			28.0				10.9					14.6				25.5
Income (Loss) from Continuing Operations before Taxes and Equity in Losses from Unconsolidated Joint Venture		(7.5	)		(3.7	)		(15.4	)		1.6				10.3					(15.9	)			(5.6	)
Income Tax Expense (Benefit) from Continuing Operations (4)		(2.9	)		14.0			0.4			0.9				1.3					(5.9	)			(4.6	)
Income (loss) from Discontinued Operations, net of tax (5)		1.4			—			(0.1	)		—				—					—				—
Gain on Disposal of Discontinued Operations, net of tax (6)		—			13.6			—			—				—					—				—
Net Income (Loss)		(3.2	)		(4.1	)		(16.9	)		0.3				9.0					(10.5	)			(1.5	)
Operating and Other Financial Data:
Depreciation and Amortization (7)	$	9.5		$	9.2		$	9.6		$	10.0			$	4.2				$	8.3			$	12.5
Other Non-Cash Charges (Gains) (8)		3.4			7.4			6.0			(0.3	)			1.7					(6.2	)			(4.5	)
Nonrecurring and Restructuring Items (9)		0.4			(12.7	)		4.9			3.2				(3.9	)				35.8				31.9
Special Payments (10)		4.5			—			—			—				—					—				—
Equity in Loss for Unconsolidated Joint Venture		—			—			1.0			0.4				—					0.5				0.5
Gross Capital Expenditures		6.9			9.5			10.1			6.5				1.5					6.7				8.2
Other Unusual Charges (11)		2.2			—			—			—				—					—				—
Adjusted EBITDA related to Discontinued Operations (12)		4.1			0.2			—			—				—					—				—
Cash flows provided by (used in):
Operating activities	$	(7.3	)	$	(11.8	)	$	(6.0	)	$	13.2			$	(36.3	)			$	65.4			$	29.1
Investing activities		(6.9	)		35.1			(11.1	)		(7.9	)			(12.1	)				(1.4	)			(13.5	)
Financing activities		14.2			(23.3	)		17.2			(5.3	)			56.9					(49.6	)			7.3

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	Predecessor									Successor Dec. 31
	2003		2004		2005			2006		2007
Balance Sheet Data (end of period):
Working Capital (13)	$	119.5	$	120.2	$	136.4		$	130.2	166.6
Total Assets		362.7		354.4		363.3			371.3	502.1
Total Debt (14)		230.5		203.5		221.7			221.4	233.3
Credit Facility		28.3		1.8		19.4			19.4	—
Stockholder’s Equity (Deficit)		11.8		9.9		(11.1	)		(10.2)	108.0

	Predecessor																Successor
													Jan. 1– May 31 2007				June 1 – Dec. 31 2007				Combined 2007
	Year Ended December 31,
	2003			2004			2005			2006
Adjusted EBITDA and Credit Statistics:
Adjusted EBITDA (12) (15)	$	39.6		$	38.6		$	31.4		$	42.5			$	23.2			$	38.1			$	61.3
Consolidated Interest Expense (16)	$	23.0		$	22.8		$	24.7		$	26.4			$	10.3			$	14.2			$	24.5
Consolidated Coverage Ratio (17)		1.7	x		1.7	x		1.3	x		1.6	x			2.3	x			2.7	x			2.5	x
Ratio of Earnings to Fixed Charges (18)		(18	)		(18	)		(18	)		1.0	x			1.9	x			(18	)			0.8	x

(1)	Presented net of federal excise taxes. Federal excise taxes were $31.2 million, $33.5 million, $34.0 million, and $37.4 million for the years ended December 31, 2003, 2004, 2005, and 2006, respectively. Federal excise taxes were $12.1 million for the five months ended May 31, 2007 and $27.2 million for the seven months ended December 31, 2007.
(2)	These impairment charges in 2006 are associated with an incremental write-down in certain embellishing fixed assets in the firearms reporting unit and in 2005 are associated with the write-down in goodwill, trademarks, and fixed assets of the Clay Targets reporting unit and with the write-down in certain embellishing fixed assets in the Firearms reporting unit. See Note 5 to our audited consolidated financial statements for the year ended December 31, 2007 appearing in “Item 8 – Financial Statements and Supplementary Data” in this annual report on Form 10-K.
(3)	Interest expense included in discontinued operations is $1.8 million, $0.1 million, zero, zero and zero, for the years ended December 31, 2003, 2004, 2005, 2006 and 2007, respectively.
(4)	The year ended December 31, 2004 and 2005 includes $15.5 million and $0.4 million in tax expense associated with recording a valuation allowance against certain deferred tax assets. See Note 19 to the audited consolidated financial statements for the year ended December 31, 2007 appearing in “Item 8 – Financial Statements and Supplementary Data” in this annual report on Form 10-K.
(5)	On February 9, 2004, we completed the sale of our fishing line business, and the results are reflected as discontinued operations for all periods presented.
(6)	Reflects the Gain on Disposal of assets sold associated with the sale of specified assets of our fishing line business on February 9, 2004.
(7)	Excludes amortization of deferred financing costs of $1.8 million, $1.9 million, $1.8 million, and $1.6 million for the years ended 2003, 2004, 2005, and 2006, respectively, which is included in interest expense. Excludes amortization expense of deferred financing costs of $0.6 million for the five month period ended May 31, 2007. Excludes amortization expense of deferred financing costs of $1.0 million, offset by $0.6 million of amortization associated with the premium recorded on the notes for the seven month period ended December 31, 2007.
(8)	Non-cash charges consist of the following: (a) for the year ended December 31, 2003, a $2.9 million accrual for retiree benefits and a $0.5 million loss on disposal of assets; (b) for the year ended December 31, 2004, a $7.1 million accrual for retiree benefits and a $0.3 million loss on disposal of assets; (c) for the year ended December 31, 2005, a $5.6 million accrual for retiree benefits and a $0.4 million loss on disposal of assets; (d) for the year ended December 31, 2006, a $6.0 million accrual for

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	retiree benefits, a $0.8 million loss on disposal of assets, a $7.4 million curtailment gain for pension expense, and $0.3 million of other compensation expense associated with stock option expense recognition under SFAS 123R; and (e) for the five month period ended May 31, 2007, $1.5 million of other compensation expense associated with stock option expense and the deferred shares recognized under SFAS 123R, and $0.2 million of mark-to-market expense associated with redeemable shares of common stock and for the seven month period ended December 31, 2007, $0.3 million accrual for retiree benefits, offset by a gain of $6.4 million for curtailment of pension plan expense.
(9)	Nonrecurring and restructuring expenses consist of the following: (a) for the year ended December 31, 2003, $0.2 million of severance costs and $0.2 million loss on disposal of assets; (b) for the year ended December 31, 2004, $13.6 million gain on sale of the fishing line business, offset by $0.2 million of severance costs, and $0.7 million in consulting fees associated with the nonrecurring exclusive distribution and joint venture agreements for certain technology products; (c) for the year ended December 31, 2005, $0.6 million of severance charges, $0.3 million associated with the exclusive distribution agreement, a write-off of debt issuance costs of $0.5 million associated with the permanent reduction in borrowing capacity, $1.0 million associated with the write-down in certain embellishing fixed assets in the Firearms reporting segment, and impairment charges of $3.7 million associated with the write-down in goodwill, trademarks, and fixed assets of the Clay Targets reporting unit, offset by $1.2 million gain associated with the settlement of a contract in the Firearms reporting unit; (d) for the year ended December 31, 2006, $2.8 million of nonrecurring professional fees, $0.2 million associated with an incremental write-down in certain embellishing fixed assets in the firearms reporting unit and $0.2 million associated with the exclusive distribution agreements for certain technology products; and (e) for the five month period ended May 31, 2007, $4.9 million of non-cash gain associated with the unsettled metals hedging contracts from the predecessor company. (The Company recognized approximately $2.0 million of this amount as an addition to Adjusted EBITDA in the fourth quarter as certain of the unexpired contracts as of May 31, 2007 ultimately settled in a gain position and the Company received cash for them. Consistent with the treatment of similar gains not effected by purchase accounting, management would have experienced those gains as a reduction in cost of goods sold based on inventory turnover); $0.1 million of professional fees related to the Acquisition; $0.1 million of professional fees associated with the Haskin settlement agreement; $0.1 million of expense associated with certain employee benefits; and $0.7 million expense related to certain predecessor company insurance policies, and for the seven month period ended December 31, 2007, $3.0 million of professional fees and expenses incurred by the Company’s Chief Restructuring Officer in connection with factory improvement initiatives, $28.7 million related to the inventory write-up from the application of purchase accounting to inventory as of May 31, 2007 being recognized in cost of sales as the acquired inventory is sold at a higher basis, $0.8 million of transaction fees related to the Acquisition, $0.4 million of restructuring related fees, $0.2 million of other employee expenses, $3.1 million of realized gains associated with metals hedging contracts that settled prior to May 31, 2007 that would have been reclassified from other comprehensive income (“OCI”) into cost of goods sold based on inventory turnover that were actually accounted for and removed from OCI as a result of applying purchase accounting, and $0.5 million of gain for our investment in the RELES joint venture.
(10)	In February 2003, Holding distributed on behalf of Remington a special payment to holders of all stock options (in connection with the acceleration and resulting cancellation of the options) of approximately $220.31 per share, in an aggregate amount of $4.5 million.
(11)	In January 2003, $0.7 million of additional interest for early redemption of Remington’s 9 ½% Senior Subordinated Notes due 2003 (the “Refinanced Notes”) and $1.5 million for the unamortized debt issuance costs were expensed related to Remington’s prior senior secured credit facility (the “Old Credit Facility”).
(12)	“Adjusted EBITDA” as presented herein has the same meaning as defined in Note 22 to the audited consolidated financial statements presented in “Item 8 – Financial Statements and Supplementary Data” in this annual report on Form 10-K. Discontinued Operations relates solely to the sale of our fishing line business on February 9, 2004. Adjusted EBITDA related to Discontinued Operations is appropriately included in “Consolidated EBITDA” as defined in the indenture for the Notes for all periods presented.
(13)	Working capital as presented herein consists of total current assets less total current liabilities.
(14)	Consists of short-term and long-term debt, current portion of long-term debt, note payable to Holding and capital lease obligations.

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(15)	Adjusted EBITDA differs from the term “EBITDA” as it is commonly used, and is substantially similar to the measure “Consolidated EBITDA” that is used in the Indenture. In addition to adjusting net income (loss) to exclude income taxes, interest expense, and depreciation and amortization, Adjusted EBITDA also adjusts net income (loss) by excluding items or expenses not typically excluded in the calculation of “EBITDA”, such as noncash items, gain or loss on asset sales or write-offs, extraordinary, unusual or nonrecurring items, including transaction expenses associated with the AHA Acquisition and certain “special payments” to Remington employees who held options and deferred shares in respect of Holding common stock, consisting of amounts that are treated as compensation expense by Remington and are paid in connection with payments of dividends to holders of Holding common stock. Adjusted EBITDA is not a measure of performance defined in accordance with GAAP. However, management believes that Adjusted EBITDA is useful to investors in evaluating the Company’s performance because it is a commonly used financial analysis tool for measuring and comparing companies in the Company’s industry in areas of operating performance. Management believes that the disclosure of Adjusted EBITDA offers an additional view of the Company’s operations that, when coupled with the GAAP results and the reconciliation to GAAP results, provides a more complete understanding of the Company’s results of operations and the factors and trends affecting the Company’s business.
	Adjusted EBITDA should not be considered as an alternative to net income as an indicator of the Company’s performance or as an alternative to net cash provided by operating activities as a measure of liquidity. The primary material limitations associated with the use of Adjusted EBITDA as compared to GAAP results is (i) it may not be comparable to similarly titled measures used by other companies in the Company’s industry, and (ii) it excludes financial information that some may consider important in evaluating the Company’s performance. The Company compensates for these limitations by providing disclosure of the differences between Adjusted EBITDA and GAAP results, including providing a reconciliation of Adjusted EBITDA to GAAP results, to enable investors to perform their own analysis of the Company’s operating results.
	The indenture for the Notes provides that, in order to enter into the following types of transactions, in addition to other applicable requirements, the ratio of Consolidated EBITDA (where we use the substantially similar Adjusted EBITDA as noted above) to Remington’s consolidated interest expense (subject to certain adjustments as provided in the indenture for the Notes) must be greater than 2.25 to 1.00 for the four most recent quarters for which financial statements are available:
	•	The incurrence of indebtedness in addition to limited specified categories of permitted indebtedness that is enumerated in the indenture for the Notes.
	•	Mergers and consolidations involving Remington.
	•	Dividends, investments and other restricted payments in addition to limited specified categories of permitted restricted payments and investments that are enumerated in the indenture for the Notes.
	•	The re-designation of an unrestricted subsidiary as a restricted subsidiary for the purposes of the indenture for the Notes.
(16)	“Consolidated Interest Expense” as defined in the indenture for the Notes, consists of the total interest expense of Remington and its subsidiaries, net of any interest income of Remington and its subsidiaries, and includes interest expense consisting of (a) interest expense attributable to capital leases, (b) amortization of debt discount, (c) interest on debt of other persons guaranteed by Remington or any of its subsidiaries, (d) non-cash interest expense, (e) the interest portion of any deferred payment obligation and (f) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing. The definition of “Consolidated Interest Expense” also provides that gross interest is to be determined after giving effect to any net payment made or received by Remington or its subsidiaries with respect to interest rate hedging agreements. Note that Consolidated Interest Expense excludes amortization expense associated with the Company’s debt acquisition costs of $1.8 million, $1.9 million, $1.8 million, and $1.6 million for the years ended 2003, 2004, 2005, and 2006, respectively, and includes amounts reclassified to discontinued operations of $1.8 million, $0.1 million, zero, zero and zero, for the years ended December 31, 2003, 2004, 2005, 2006 and 2007, respectively. Excludes amortization expense of deferred financing costs of $0.5 million for the five month period ended May 31, 2007 and excludes amortization expense of deferred financing costs of $1.0 million, offset by $0.6 million of amortization associated with the premium recorded on the notes for the seven month period ended December 31,

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	2007. There were no discontinued operation amounts included in 2007.
(17)	“Consolidated Coverage Ratio” as defined in the indenture for the Notes is the ratio of Consolidated EBITDA (where we use the substantially similar Adjusted EBITDA as noted above) for the four most recently ended quarters for which financial statements are available to Consolidated Interest Expense (as defined in the indenture for the Notes) for the same period. The Consolidated Coverage Ratio is presented for illustrative purposes.
(18)	For purposes of computing this ratio, earnings consists of earnings before income taxes and fixed charges, excluding capitalized interest. Fixed charges consist of interest expense, capitalized interest, amortization of discount on indebtedness and one-third of rental expense (the portion deemed representative of the interest factor). Due to our net losses in 2003, 2004, and 2005, this ratio was less than 1:1. Additional earnings of $7.5 million, $3.7 million and $16.4 million in 2003, 2004 and 2005, respectively, would have been required to achieve a ratio of 1:1. Due to our net loss in the seven month period ended December 31, 2007, this ratio was less than 1:1. Additional earnings of $16.3 million would have been required to achieve a ratio of 1:1.

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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

          The following discussion and analysis should be read in conjunction with the “Selected Financial Data” and our audited consolidated financial statements and related notes and the other financial information appearing elsewhere in this annual report.

          “Management’s Discussion and Analysis of Financial Condition and Results of Operations” is separated into the following sections:

• Recent Developments

• Executive Overview

• Business Outlook.

• Liquidity and Capital Resources.

• Results of Operations.

• Recent Accounting Pronouncements.

• Critical Accounting Policies and Estimates.

• Information about Forward-Looking Statements.

Recent Developments

Acquisition by AHA

          The shares of Holding, the sole stockholder of Remington, were purchased by AHA on May 31, 2007 (the “Closing Date”), pursuant to a stock purchase agreement dated as of April 4, 2007 (the “Stock Purchase Agreement”) between Holding, its stockholders and deferred stockholders (including the ownership interests represented by Bruckmann, Rosser, Sherrill & Co. II, L.P. and the Clayton & Dubilier Private Equity Fund IV Limited Partnership (the “CDR Fund”)), as well as the Holding stock option holders (the “AHA Acquisition”).

          On the Closing Date of the AHA Acquisition, AHA acquired all of the capital stock of Holding, consisting of 205,208 shares of issued and outstanding Class A common stock, par value $0.01 per share (the “Common Stock”) and 5,851 deferred shares of Common Stock (which were converted into shares of Common Stock on the Closing Date), at a value of $330.47 per share less related selling expenses, escrow and related taxes. In addition, among other things, on the Closing Date outstanding options to purchase 10,635 shares of Holding Common Stock (the “Stock Options”), which constituted all of the outstanding Stock Options, immediately vested subject to the applicable change in control provisions in Holding’s 1999 Stock Incentive Plan and 2003 Stock Option Plan.

          Remington made option cancellation payments on the Closing Date, representing the purchase price of $330.47 per share less the strike price of $220.31 with respect to each Stock Option less related selling expenses, escrow and related taxes. AHA provided the funds to Holding which, in turn, provided Remington with funds sufficient to make these option cancellation payments. On the Closing Date, AHA also provided Holding with approximately $48.2 million to pay and satisfy in full as of the Closing Date the full outstanding amount of principal and interest of Senior Note A due 2011 and Senior Note B due 2012 issued by Holding and held by the CDR Fund (the “Holding Notes”).

          In accordance with the terms of the Stock Purchase Agreement, AHA, Holding and Remington disbursed funds as follows:

• AHA paid sellers $59.0 million, net of $10.7 million of costs incurred by the sellers, certain seller withholding taxes, and amounts to be placed in escrow.

• AHA provided the escrow agent $5.0 million representing amounts withheld from the sellers’ gross sales price.

• AHA paid $0.7 million of seller-incurred legal fees with amounts withheld from the sellers’ gross sales price.

• AHA provided $48.2 million to Holding for the payment of the Holding Notes and $0.7 million for certain tax withholdings due from sellers.

• AHA provided Remington with $5.1 million for payment of the management bonus and cancellation of Stock Options, net of seller-related expenses.

• Holding paid $48.2 million to satisfy in full the Holding Notes.

• Holding paid $3.7 million of certain AHA Acquisition-related costs with funds provided from Remington and provided Remington with $0.7 million associated with tax withholdings from the sellers.

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• Remington provided Holding with $3.8 million from its Revolving Credit Facility to pay for certain buyer- related AHA Acquisition costs described above.

• Remington paid $10.3 million from its Revolving Credit Facility in connection with obtaining waivers, amendments and consents to the Revolving Credit Facility and the $200.0 million 10.5% Senior Notes due 2011 (the “Notes”).

• Remington paid $0.7 million for cancellation of the Stock Options and $1.1 million of withholding taxes from amounts withheld from sellers and option holders.

• Remington paid $4.0 million in management bonuses and related withholding taxes from amounts that were withheld from the sellers and from funds provided by AHA.

          In addition, subsequent to May 31, 2007, AHA contributed approximately $6.1 million of the initial capital to the capital of Remington. These amounts were used to pay down the $3.8 million that Remington provided Holding for transaction related costs and a portion of the outstanding credit facility balance at the time.

          As a result of the AHA Acquisition, AHA now controls 100% of the capital stock of Holding. The preliminary value of the AHA Acquisition was $416.6 million at May 31, 2007, based on a preliminary draft of a third party valuation, which includes the assumption of all of Remington’s approximately $85.2 million of funded indebtedness related to the Amended and Restated Credit Agreement, dated March 15, 2006, by and among Remington, Wachovia Bank, National Association, RA Factors, Inc., and the lenders from time to time parties thereto (the “Credit Agreement”), the $203.8 million principal amount of the Notes and approximately $3.4 million of certain other indebtedness at the Closing Date, before AHA Acquisition fees and expenses. The payment for the Common Stock and converted deferred shares of Common Stock, the Stock Option cancellation payment and repayment of the Holding Notes was funded by AHA’s available cash. In addition, Remington obtained all necessary waivers, amendments and consents so that Remington’s Credit Agreement and the indebtedness evidenced by the Notes remained outstanding and not in default.

Push Down Accounting

          In accordance with the guidelines set forth in SAB Topic 5J, “Miscellaneous Accounting, Pushdown Basis of Accounting Required in Certain Limited Circumstances”, the purchase price paid by AHA plus related purchase accounting adjustments have been “pushed-down” and recorded in our financial statements for the period subsequent to May 31, 2007. This has resulted in a new basis of accounting reflecting the fair market value of our assets and liabilities for the “successor” period beginning June 1, 2007. Information for all “predecessor” periods prior to the AHA Acquisition is presented using our historical basis of accounting. Following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of June 1, 2007 based on preliminary valuations, as well as subsequent adjustments:

	As of June 1, 2007		Net Adjustments				As of Dec. 31, 2007
Inventory	$	180.9		$	(2.1	)		$	178.8
Other Current Assets		136.4			0.2				136.6
Property, Plant and Equipment		104.2			0.3				104.5
Goodwill		67.0			(6.0	)			61.0
Identifiable Intangible Assets		73.9			(0.9	)			73.0
Other Long-Term Assets		22.1			—				22.1
Total Assets Acquired	$	584.5		$	(8.5	)		$	576.0
Current Liabilities	$	91.6		$	0.2				91.8
Revolving Credit Facility		85.2			—				85.2
10 ½% Senior Notes Due 2011		203.8			—				203.8
Pension & OPEB		40.9			(9.5	)			31.4
Other Non-Current Liabilities		38.8			0.8				39.6
Total Liabilities Assumed		460.3			(8.5	)			451.8
Estimated AHA Acquisition Cost	$	124.2		$	—			$	124.2

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          Valuations have been prepared with the assistance of third party valuation experts (for inventory, property, plant and equipment, intangibles and certain liability accounts). The allocation of the purchase price is based upon preliminary valuation data and our estimates, assumptions and allocation to segments are subject to change. For instance, adjustments to estimated lives of property, plant and equipment could cause depreciation to change. Also, potential liabilities associated with improvement initiatives have not yet been finalized and may change. Any individual item or combination of the above could also impact accounting for deferred income taxes and segment allocations. Goodwill would change if any of the other valuations of any asset or liabilities changes.

Increase of Management Depth

          Remington has hired several seasoned professionals over the past several months to increase management depth. Since the AHA Acquisition, Remington has employed certain executives in an effort to increase our leadership position in the industry and add depth to the existing management team. Such positions include a new Chief Operating Officer, a President of Sales and Marketing, a Chief Information Officer, and a new Chief Technology Officer.

Sale of RELES

          On September 26, 2007 (the “RELES Closing Date”), we entered into a Membership Interest Purchase and Sale Agreement (the “RELES Sale Agreement”) with ELSAG, Inc. and closed the sale of our 50% interest in RELES to ELSAG, Inc. In full payment for the transferred interest, ELSAG, Inc. paid us $3.0 million on the RELES Closing Date. Upon the sale of RELES, we recorded a gain of $0.5 million.

Labor Related Matters

          On October 26, 2007, Remington was notified by the International Union, United Mine Workers of America (the “Union”), which represents certain individuals employed by the Company at the Company’s Ilion, New York manufacturing facility (collectively, the “Covered Employees”), that a new collective bargaining agreement (the “New Agreement”) between the Union and the Company had been ratified and approved by the Covered Employees. The New Agreement supersedes the prior collective bargaining agreement between the Company and the Union, effective as of October 12, 2002 (the “Agreement”), as well as all extensions thereof, and also supersedes all prior collective bargaining agreements between the Union and the Company. The New Agreement relates to Covered Employees and is for a term which commenced on October 27, 2007 and expires on October 28, 2012.

          The New Agreement contains provisions and conditions that are customary in collective bargaining agreements of this type. The New Agreement addresses, among other things, the scope of work to be performed by the Covered Employees, management of the manufacturing facility, wage, hour and shift requirements, Covered Employee seniority, termination and benefits provisions, vacation and holiday parameters, health and safety requirements and dispute settlement procedures. Significant changes between the New Agreement and the Agreement are:

• An initial 3.5% increase in wages effective for an annual period beginning October 29, 2007, a 3% increase in wages effective the first Monday in November for each of the next three years thereafter, and a 3.5% increase in wages effective November 7, 2011;

• Modifications to the Remington Arms Welfare Plan; and

• Acceptance of the proposed amendments to the Remington Arms Company, Inc. Pension and Retirement Plan (the “Pension Plan”), which were effective December 31, 2007 and provides, among other things, that no participant in the Pension Plan will earn any further benefit accruals after December 31, 2007.

Second Amendment to Credit Facility

          On November 13, 2007, we entered into the Joinder Agreement, Second Amendment and Supplement to Amended and Restated Credit Agreement by and among Remington, RA Brands, L.L.C., Wachovia, and the lenders from time to time parties thereto (the “Second Amendment”), which amended the Credit Agreement, by and among the same parties and RA Factors, Inc., as amended on May 31, 2007 by the First Amendment, by and among the same parties other than RA Factors, Inc., which was merged with and into Remington as of December 31, 2006 and

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is thus not a separate and distinct party to the First Amendment or the Second Amendment. The Second Amendment modifies certain terms and conditions of the Credit Agreement and the First Amendment. Capitalized terms used and not defined herein have the meanings set forth in the Credit Agreement, the First Amendment and the Second Amendment.

          The Second Amendment amended certain terms of the Credit Agreement, as previously amended by the First Amendment, including by:

(1)	Adding a $25.0 million Term Loan Commitment against the Remington Trademarks at an interest rate of LIBOR plus 200 basis points with monthly principal payments of $520,800, plus interest, beginning May 1, 2008 and continuing on the first day of each month thereafter, the final installment of which shall be in an amount equal to such Lender’s Pro Rata share of the remaining principal balance of the Term Loan and shall be payable on the Commitment Termination Date;
(2)	Increasing the maximum commitment of the Revolving Credit Facility from $140.0 million to $155.0 million while keeping intact the interest rate margins as established by the First Amendment;
(3)	Increasing the Sub-limit from $70.0 million on the Inventory Formula Amount to $77.5 million;
(4)	Amending the definition of Minimum Availability Condition from $20.0 million to $27.5 million;
(5)	Amending the dollar amounts of Average Excess Availability by between $2.0 million and $5.0 million, depending on the tier, to which the Applicable Margin for the Euro-Dollar Loans and Base Rate Loans applies; and
(6)	Adding RA Brands, L.L.C. as a new borrower under the Credit Agreement and releasing RA Brands, L.L.C. from its obligations under the Subsidiary Guaranty previously executed by RA Brands, L.L.C.

          We executed the Second Amendment to provide additional capacity and flexibility to support strategic initiatives including, but not limited to, factory improvements, penetration of certain sales channels, new product development, one or more potential acquisitions and other corporate purposes.

          In connection with the closing of the Marlin Acquisition, as defined in the next section, we entered into the Joinder Agreement and Supplement to Amended and Restated Credit Agreement (the “Joinder Agreement”) on January 28, 2008, by and among Remington and RA Brands, L.L.C., as the existing borrowers, The Marlin Firearms Company (“Marlin”) and H&R 1871, LLC (“H&R”), as the new borrowers, Wachovia, in its capacity as administrative and collateral agent for various financial institutions (the “Lenders”), and such Lenders. Pursuant to the Joinder Agreement, each of Marlin and H&R became a “Borrower” under the Amended and Restated Credit Agreement.

Acquisition of Marlin Firearms Company

          We completed our acquisition of all of the outstanding shares of Class A and Class B Common Stock (collectively, the “Shares”) of Marlin on January 28, 2008 (the “Marlin Closing Date”), from the shareholders of Marlin (collectively, the “Marlin Sellers”) pursuant to a stock purchase agreement (the “Marlin Stock Purchase Agreement”) dated as of December 21, 2007 by and among Marlin, Remington, the Marlin Sellers party thereto, and Frank Kenna, III, solely in his capacity as the Shareholders’ Representative (the “Marlin Acquisition”). The Marlin Acquisition includes Marlin’s 100% ownership interest in H&R.

          The total purchase price for the Marlin Acquisition is estimated to be approximately $47.6 million (the “Purchase Price”), subject to certain Purchase Price reductions. The following is a summary of certain material transactions related to the closing of the Marlin Acquisition:

• Remington purchased the Shares and paid other related fees and expenses associated with the Marlin Acquisition with available cash on hand, funds available under existing credit facilities and an equity contribution provided by AHA to Remington through Remington’s parent, Holding. AHA owns 100% of Holding.

• Remington paid the Marlin Sellers aggregate consideration of $36.0 million (the “Consideration”), of which $5.2 million was deposited into an escrow account to secure certain indemnity obligations of the Marlin Sellers under the Marlin Stock Purchase Agreement (the “Escrow Amount”). Any unused portion

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	of the Escrow Amount will be released to the Marlin Sellers in two equal portions on two dates that are twelve and eighteen months following the Marlin Closing Date.
•	Remington paid approximately $5.3 million of Marlin Acquisition-related fees and expenses.
•	At the Marlin Closing Date and on behalf of Marlin, Remington repaid approximately $6.3 million of borrowings under the Marlin Amended and Restated Commercial Revolving Line of Credit Agreement between Marlin and Webster Bank, National Association.
•	The Consideration includes a reduction of $2.8 million in respect of an estimate of underfunding of Marlin’s pension plan as of the Marlin Closing Date. If the actual amount of the underfunding of the Marlin pension plan as of the Marlin Closing Date is less than $2.8 million as finally determined, Remington will increase the Consideration paid to the Marlin Sellers by the amount of such difference.

Executive Overview

Company Overview

          We evaluate our business primarily on Adjusted EBITDA (as described in Note 22 to our audited consolidated financial statements for the year ended December 31, 2007, appearing in “Item 8 – Financial Statements and Supplementary Data” in this annual report on Form 10-K) from two core segments, Firearms and Ammunition, and to a lesser degree on other operating segments organized within the All Other reporting segment, consisting of Accessories, Licensed Products, Clay Targets, and Powder Metal Products. As part of this evaluation, we focus on managing inventory (including quantity), length and volume of extended dating sales terms and trade payables through, among other things, production management, expense control and improving operating efficiencies at our factories. These segments allow us to focus our strategies and initiatives on growth opportunities primarily focused on both the hunting and shooting sports and military/government/law enforcement marketplaces.

          We are committed to refining our core businesses and positioning ourselves to take advantage of opportunities to strategically grow and improve Remington’s operations. As we regularly evaluate our overall business, we look for new products in the hunting, shooting, accessories, law enforcement, government, and military areas that complement our core strategies, which may include direct product sourcing, licensing, acquisitions or other business ventures.

          Finally, in order to be well positioned for growth, we recognize the need to protect our competitive position with the introduction of new, innovative, high quality, higher performance and cost effective products to support our customers and consumers. As a result of the market polarization trends we have identified in “Business Outlook – Industry” below, we are augmenting our already existing product lines with import product lines, and we will continue to enhance our existing product lines both through the internal development of new products and the further sourcing of product.

          The sale of firearms and ammunition depends upon a number of factors related to the level of consumer spending, including the general state of the economy and the willingness of consumers to spend on discretionary items. Historically, the general level of economic activity has significantly affected the demand for sporting goods products in the firearms, ammunition, and related markets. As economic activity gains momentum, confidence and discretionary spending by consumers has historically improved. See further discussion in “Business Outlook” below.

          Management continues to believe that we have successfully maintained the strength of our brand and our market-leading positions in our primary product categories, and that we remain poised to take advantage of any significant improvement in the demand environment. We have engaged in selective efforts to stimulate demand for our products through targeted new product introductions and promotions in selected product categories.

          We have continued to experience increasing costs related to materials and energy (including lead, copper, zinc, steel, and fuel) which continue to be above any historical comparison. We can provide no assurance that these trends will not continue. Specifically, management currently estimates that its 2007 annual costs for certain core materials and energy alone have increased in the range of $90-110 million over 2003 annual levels. Management has initiated price increases to our customers in an attempt to partially offset these estimated costs and will continue to evaluate the need for future price increases in light of these trends, the Company’s competitive landscape, and financial results. Management estimates that its cumulative price increases initiated since 2003 have offset greater

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than 40% of the estimated cumulative costs incurred. These estimates assume no significant loss in overall sales or production volume.

          Although we believe that regulation of firearms and ammunition, and consumer concerns about such regulation, have not had a significant adverse influence on the market for our firearms and ammunition products for the periods presented herein, there can be no assurance that the regulation of firearms and ammunition will not become more restrictive in the future or that any such development will not adversely affect these markets.

Business Outlook

General

          We believe the general economic environment appears to be increasingly volatile and uncertain, as a result of credit concerns due to the sub-prime mortgage industry, inflationary pressures from higher energy and fuel costs, and an uncertain geopolitical environment. The Federal Reserve Board’s recent moves to lower interest rates by more than was expected supports these indications. In addition, we believe that the commodity prices for raw materials such as lead, copper, and steel, as well as energy costs, that our business has experienced since 2003 continue to be at levels higher than we have ever experienced. See Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk”. We can provide no assurance that these economic trends will not continue. Changes in consumer confidence and spending and/or significant changes in commodity and energy prices could have a material impact on our consolidated financial position, results of operations, or cash flows.

Industry

          Consumer spending appears to be softening in certain markets and the retail and consumer products industries in which we participate (mainly, firearms and ammunition) continue to experience market polarization and condensed seasonality. The industry has also attributed this consumer softness to an overall reduction in consumer spending on discretionary purchases due to economic factors as well as unseasonably warm weather, which compressed the fall hunting season.

          The market polarization appears to primarily be a function of demand from higher end retailers and consumers being relatively inelastic and unaffected by changing economic conditions while lower end retailers and consumers are generally selling and buying, respectively, opening price point products in the firearms industry. Because of this trend, management has continued to evaluate our product line, both through the internal development of new products and the sourcing of products, in order to focus our products in price points in appropriate consumer categories.

          The condensed seasonality appears to primarily be a function of a pronounced customer effort to aggressively manage inventory turns. Management believes that such conditions have caused customers (dealers, chains and wholesalers) to defer certain purchases of both our firearms and ammunition products to later in the year.

          Remington is no longer a defendant in any lawsuits brought by municipalities against participants in the firearms industry, as described in Part I, Item 3, “Legal Proceedings.” In addition, legislation has been enacted in approximately 34 states precluding such actions. Similar federal legislation, entitled “The Protection of Lawful Commerce in Arms Act” was signed into law by President Bush on October 26, 2005, after being passed by the U.S. Senate in August 2005 and by the House of Representatives in October 2005, both by two-to-one margins. However, the applicability of the law to various types of governmental and private lawsuits has been challenged.

Remington

          Management is unable to predict whether softening consumer spending trends and uncertain general economic conditions will impact the demand for our products. However, management continues to evaluate these trends as well as uncertainties associated with costs related to producing and procuring materials, energy, processing and transportation costs.

          Management’s strategy in light of the environment noted above has been to raise prices, contain costs, improve average working capital and preserve liquidity, while improving profitability. We have also engaged in selective efforts to stimulate demand for our products through targeted product introductions and promotions in

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selected product categories. We continue to pursue growth initiatives in our government, military, and law enforcement divisions along with broadening our brand awareness with selective licensing arrangements.

Seasonality

          We produce and market a broad range of firearms and ammunition products. Sales of some of our products occur outside the core fall hunting season (September through December). These products consist of several models of our shotguns and several types of ammunition that are intended for target shooting. In addition, these non-seasonal products include certain types of ammunition, primarily for pistol and revolver use, as well as ammunition with government, military, and law enforcement applications. The majority of our firearms and ammunition products, however, are manufactured for hunting use. As a result, the majority of the sales of our products are seasonal and concentrated toward the fall hunting season. While we have historically followed the industry practice of selling products pursuant to a “dating” plan, allowing the customer to buy the products commencing at the beginning of our dating plan periods and pay for them on extended terms, we have now commenced to shorten the duration of these terms in order to increase cash flow and improve working capital.

          As a result of the seasonal nature of our sales, the extended payment terms under our dating plan billing practices, and the aforementioned condensed seasonality, our working capital financing needs generally have significantly exceeded cash provided by operations during certain parts of the year until certain of our extended accounts receivable are collected. As a result, our working capital financing needs tend to be greatest during the spring and summer months, decreasing during the fall and reaching their lowest points during the winter. We continue to see our seasonality compress to later in the fall hunting season.

Liquidity and Capital Resources

          As a result of the AHA Acquisition, the financial results for the twelve months ended December 31, 2007 have been separately presented in the condensed consolidated statements of operations, split between the “Predecessor” entity, covering the period from January 1, 2007 through May 31, 2007 and the “Successor” entity, covering the period from June 1, 2007 through December 31, 2007. For comparative purposes, we combined the two periods through December 31, 2007 in our discussion below. We believe this presentation provides the reader with a more accurate comparison and the combined results of operations are what management relies on internally when making business decisions.

Overview

          Historically, our principal debt financing has consisted of borrowings under the 2003 Credit Agreement, which was replaced by our Amended and Restated Credit Agreement (as amended by the First and Second Amendments and the Supplement), governing the revolving credit facility, and the indenture for the Notes. As part of the AHA Acquisition of Holding, we obtained certain waivers, consents and amendments related to both the Amended and Restated Credit Agreement and the Indenture as discussed below.

          We have historically funded expenditures for operations, administrative expenses, capital expenditures, debt service obligations and dividend payments with internally generated funds from operations, and satisfied working capital needs from time to time with borrowings under our 2003 Credit Agreement. We believe that we will be able to meet our debt service obligations, fund our operating requirements, and make dividend payments (subject to restrictions in the Amended and Restated Credit Agreement as amended, and the indenture for the Notes) in the future with cash flow from operations and borrowings under our Credit Facility prior to the maturity of the Amended and Restated Credit Agreement in 2010, although no assurance can be given in this regard. At present, we do not have the ability to make any dividend payments due to restrictions placed upon us by the Amended and Restated Credit Agreement and the indenture for the Notes. We continue to focus on managing inventory levels to keep them in line with sales projections and management of accounts payable.

Liquidity

          As of December 31, 2007, we had outstanding approximately $229.8 million of indebtedness, consisting of approximately $203.2 million aggregate carrying amount of the Notes ($200.0 million principal), a $25.0 million term loan, $0.7 million in capital lease obligations and a $0.9 million note payable to Holding. As of December 31, 2007, we also had aggregate letters of credit outstanding of $4.4 million.

          With respect to other significant cash outlays, we contributed $16.8 million during the year ended December 31, 2007 to plan assets under our funded defined-benefit pension plan.

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          Financing for our efforts to strategically grow the Company from direct product sourcing, licensing, restructuring, plant improvements, acquisitions or business ventures may be available under our Amended and Restated Credit Agreement, to the extent permitted under the Indenture.

10½% Senior Notes due 2011

          The Notes were initially issued on January 24, 2003 in an aggregate principal amount of $200.0 million. The Notes are senior unsecured obligations of Remington guaranteed by each of Remington’s domestic subsidiaries, except Remington Steam (RA Brands was released as a guarantor as of November 13, 2007 pursuant to the Second Amendment). The Indenture contains restrictive covenants that, among other things, limit the incurrence of debt by Remington and its subsidiaries, the payment of dividends to Holding, the use of proceeds of specified asset sales and transactions with affiliates.

          In addition, the Indenture permits repurchases of the Notes on the open market, subject to limitations that may be contained in the Amended and Restated Credit Agreement and the Indenture.

          On May 17, 2007, Remington, as issuer, RA Brands (which was released as a guarantor as of November 13, 2007 pursuant to the Second Amendment), as guarantor, and U.S. Bank National Association, as trustee, entered into a supplemental indenture (the “Supplemental Indenture”) that became effective on the Closing Date of the AHA Acquisition and amended the Indenture relating to the $200.0 million principal amount of the Notes. The Supplemental Indenture gives effect to the amendments described in the Consent Solicitation Statement, dated May 1, 2007, as supplemented by the Supplement, dated May 16, 2007, pursuant to which Remington conducted its consent solicitation with respect to the Notes to amend certain provisions of the Indenture.

          The AHA Acquisition resulted in a new basis of the value of the Notes. Accordingly, the Notes were adjusted to their estimated fair value as of May 31, 2007 of $203.8 million. The estimated increase of $3.8 million will be amortized into interest expense over the remaining term of the Notes. In addition, approximately $5.2 million of existing debt acquisition costs were written off as part of the goodwill as a result of the AHA Acquisition. Debt acquisition costs associated with obtaining waivers, consents and amendments in the amount of $4.2 million related to the Notes and $1.0 million related to the revolver have been capitalized as of May 31, 2007.

          The Supplemental Indenture amended the Indenture in the following ways:

(i)	The term “Permitted Holder,” for the purpose of determining whether a “Change of Control” has occurred under the Indenture, now includes Cerberus-related persons rather than persons related to former equity owners of Holding, and as a result, the AHA Acquisition (and certain other transactions, so long as any Permitted Holder retains voting control (subject to certain exceptions) of Remington and the specified composition of the board of directors of Remington is maintained, each as described in the definition of Change of Control in the Indenture, as amended by the Supplemental Indenture) does not constitute a Change of Control under the Indenture and the holders of the Notes have no put right as a result of the AHA Acquisition (or such other transactions);
(ii)	Cerberus replaced the former “Sponsors” under the Indenture and thus Remington is permitted to make the payments to Cerberus and its affiliates that it was permitted to make to the former Sponsors and their affiliates under the Indenture, with the exception of the annual management fee which was permitted pursuant to certain pre-existing consulting agreements with the former Sponsors;
(iii)	The carve-outs relating to Permitted Holders in sub-section (ii) of the definition of the term “Change of Control” were deleted; and
(iv)	The term “Transaction” and related references, including a related restricted payment exception, was eliminated from the Indenture.

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The Amended and Restated Credit Agreement

          On March 15, 2006, we entered into the Amended and Restated Credit Agreement that amended our 2003 Credit Agreement. Our Amended and Restated Credit Agreement provides up to $140.0 million of borrowing capacity under an asset-based senior secured revolving credit facility through June 30, 2010. Amounts available under the Amended and Restated Credit Agreement are subject to a borrowing base limitation based on certain percentages of eligible accounts receivable and eligible inventory in addition to minimum availability requirements as described below. The terms of the Amended and Restated Credit Agreement do not permit us to borrow against accounts receivable on certain extended terms. The Amended and Restated Credit Agreement also includes a letter of credit sub-facility of up to $15.0 million. As of December 31, 2007, approximately $59.9 million in additional borrowings beyond the minimum availability requirements were available as determined pursuant to the Amended and Restated Credit Agreement compared to $51.2 million at December 31, 2006.

          On the Closing Date, we entered into the First Amendment to the Amended and Restated Credit Agreement (the “First Amendment”), which amended the Amended and Restated Credit Agreement dated March 15, 2006. The First Amendment memorializes the consent of Wachovia and the lenders to the AHA Acquisition (and waiver of any event of default in connection with the AHA Acquisition) and modifies certain terms and conditions of the Credit Agreement. Capitalized terms used and not defined herein have the meanings set forth in the Credit Agreement and the First Amendment.

          Key changes to the Amended and Restated Credit Agreement pursuant to the First Amendment include:

(1)	Amendment of the definition of Applicable Margin so that the interest margin applicable to loans under the Credit Agreement, as amended, is based on Average Excess Availability, which is defined in the First Amendment as the amount obtained by adding the aggregate Excess Availability at the end of each day during the period in question and dividing such sum by the number of days in such period;
(2)	Amendment of the definition of Minimum Availability Condition to be fixed at $20 million;
(3)	Amendment of the definition of Change of Control so that it relates to AHA rather than the CDR Fund and BRS Fund;
(4)	Increase in the maximum amount of Settlement Loans that may be obtained from Wachovia under the Credit Agreement, as amended, from $5 million to $10 million;
(5)	Amendment of the types of permitted transactions between Remington and Affiliates to include certain transactions between Remington and AHA and AHA’s Affiliates;
(6)	Amendment of the types of Restricted Payments that may be made by Remington so that Remington could, among other things, make a Distribution to Holding to pay certain expenses in connection with the AHA Acquisition and repay the total outstanding amount of principal and interest of the Holding Notes; and
(7)	Elimination of the minimum consolidated EBITDA requirement during the Availability Test Period.

          We further amended the Credit Agreement on November 13, 2007 pursuant to the Second Amendment. Please refer to “Second Amendment to Credit Facility” in the Recent Developments section of the MD&A for a discussion of the Second Amendment.

          The interest rate margin for the ABR and the Euro-Dollar loans at December 31, 2007 was (0.50%) and 1.00%, respectively. The weighted average interest rate under the Company’s outstanding credit facility balance was approximately 7.09% and 7.60% for the years ended December 31, 2007 and 2006, respectively.

Capital & Operating Leases and Other Long-Term Obligations

          We maintain capital leases mainly for computer equipment. We have several operating leases, including a lease for our Memphis warehouse that expires in 2010. We also maintain contracts including, among other things, a services contract with our third party warehouse provider.

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Cash Flows & Working Capital

          Net cash provided by operating activities was $65.4 million for the seven month period ended December 31, 2007 and was primarily due to:

• Accounts receivable decreasing by $21.2 million, which is primarily attributable to shorter terms in 2007 compared to 2006;

• Inventories decreasing by $64.0 million primarily due to higher sales in 2007 compared to 2006, as well as the rollout of $28.7 million due to purchase price accounting; offset by

• A net loss for the period of $10.5 million; and

• Pension plan contributions of $11.0 million.

          Net cash used in operating activities was $36.3 million for the five month period ended May 31, 2007 and was primarily due to:

• Inventories increasing $39.5 million principally due to higher material costs; and

• The Other category within changes in operating assets and liabilities showed a use of cash of $8.1 million due to $6.2 million of realized gains associated with hedging activity, as well as the recording of a $4.9 million gain related to unsettled contracts at May 31, 2007, all of which were offset by net income for the period of $9.0 million.

          Net cash provided by operating activities was $13.2 million for the fiscal year ended December 31, 2006 and was primarily due to:

• Depreciation and amortization expense of $11.6 million;

• Pension plan expense of $11.3 million;

• An increase in accounts payable of $5.8 million; and

• Net income for the period of $0.3 million, all of which were offset by an increase in Inventories of $11.5 million primarily due to higher materials costs.

          Net cash used in investing activities for the seven month period ended December 31, 2007 was $1.4 million and was due to the purchase of property, plant and equipment of $6.7 million, option cancellation payments of $1.1 million, premiums paid for Company owned life insurance of $0.3 million, offset by $3.7 million of cash received on the surrender of the Company owned life insurance and $3.0 million in cash received on the sale of the unconsolidated joint venture.

          Net cash used in investing activities for the five month period ended May 31, 2007 was $12.1 million and was due to the payment of transaction costs of $5.1 million, seller-related payments paid by Remington of $4.7 million, $2.1 million related to the purchase of property, plant and equipment and premiums paid for Company owned life insurance of $0.2 million.

          Net cash used in investing activities for the fiscal year ended December 31, 2006 was $7.9 million and was due to the purchase of property, plant and equipment of $7.1 million, premiums paid for Company owned life insurance of $0.6 and a cash contribution to the unconsolidated joint venture of $0.2 million.

          Net cash used in financing activities for the seven month period ended December 31, 2007 was $49.6 million and resulted from $85.2 million in lower borrowing needs under the Amended and Restated Credit Agreement, debt issuance costs of $0.5 million, and principal payments on long-term debt of $0.3 million, offset by $25.0 million in proceeds from the Term Loan, $6.1 million in cash contributions from AHA and an increase in the book overdraft of $5.3 million.

          Net cash provided by financing activities for the five months ended May 31, 2007 was $56.9 million and resulted from $65.8 million in higher borrowing needs under the Amended and Restated Credit Agreement, $4.7 million in cash withheld from sellers provided by AHA, offset by $5.2 million in deferred financing costs that were written off as a result of the Acquisition, $3.8 million in amounts paid to Holding related to the Acquisition and a reduction in the book overdraft of $4.5 million.

          Net cash used in financing activities for the year ended December 31, 2006 was $5.3 million and was primarily due to a reduction in the book overdraft of $4.4 million and cash paid of $0.8 for debt issuance costs associated with our Amended and Restated Credit Agreement.

45

Dividend Policy

          The declaration and payment of dividends, if any, will be at the sole discretion of the Board of Directors of the Company, subject to the restrictions set forth in the Amended and Restated Credit Agreement and the indenture for the Notes, which currently restrict the payment of dividends by the Company to Holding. We expect to make future dividend payments to Holding based on available cash flows as and to the extent permitted by the Amended and Restated Credit Agreement and the indenture for the Notes. There were no dividends paid in 2007 or 2006. At present, we do not have the ability to make any dividend payments due to restrictions placed upon us by the Amended and Restated Credit Agreement and the indenture for the Notes.

Capital Expenditures

          Gross capital expenditures for the year ended December 31, 2007 were $8.2 million, consisting primarily of capital expenditures both for new equipment related to the manufacture of firearms and ammunition, as well as maintenance of existing facilities. We expect capital expenditures for 2008 to be in a range of $16.0 million to $20.0 million. Our Amended and Restated Credit Agreement allows for capital expenditures of up to $32.6 million in 2008, including unused capacity carried over from previous years.

Contractual Obligations and Commercial Commitments

          We have various purchase commitments for services incidental to the ordinary conduct of business, including, among other things, a services contract with our third party warehouse provider. We do not believe such commitments are at prices in excess of current market prices. Included in those purchase commitments are purchase contracts with certain raw materials suppliers, for periods ranging from one to five years, some of which contain firm commitments to purchase minimum specified quantities. However, such contracts had no material impact on our financial condition, results of operations, or cash flows during the reporting periods presented herein.

          We support service and repair facilities for all of our firearm products in order to meet the service needs of our distributors, customers and consumers nationwide. We provide consumer warranties against manufacturing defects in all firearm products we manufacture in the United States. Estimated future warranty costs are accrued at the time of sale. Product modifications or corrections are voluntary steps taken by us to assure proper usage or performance of a product by consumers. The cost associated with product modifications and or corrections are recognized in accordance with SFAS No. 5, Accounting for Contingencies, and charged to operations. The cost of these programs is not expected to have a material adverse impact on our operations, liquidity or capital resources.

          The following represents our contractual obligations and other commercial commitments as of December 31, 2007:

		Payments Due by Period
	Total Amounts Committed			Less Than 1 Year		1-3 Years		4-5 Years		Over 5 Years
		(dollars in millions)
Contractual Obligations:
10½% Senior Notes due 2011		$	200.0	$	—	$	—	$	200.0	$	—
Expected interest payments associated with the Senior Notes due 2011			64.4		21.0		42.0		1.4		—
Required pension contributions			24.2		4.3		8.5		8.4		3.0
Term Loan			25.0		4.2		20.8		—		—
Expected interest payments associated with the Term Loan (a)			3.3		1.6		1.7		—		—
Working Capital Facility Borrowings			—		—		—		—		—
Due to RACI Holding, Inc.			0.9		0.2		—		—		0.7
Capital Lease Obligations			0.7		0.4		0.3		—		—
Operating Lease Obligations			3.4		1.2		2.2		—		—
Other Long-term Purchase Obligations (b)			9.1		4.4		3.7		1.0		—
Total Contractual Cash Obligations		$	331.0	$	37.3	$	79.2	$	210.8	$	3.7
Other Commercial Commitments:
Standby Letters of Credit		$	4.4	$	4.4	$	—	$	—	$	—
Total Commercial Commitments		$	4.4	$	4.4	$	—	$	—	$	—

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(a)	Expected interest payments related to the term loan is estimated based on the LIBOR rate at December 31, 2007 of 6.84% plus 200 basis points.
(b)	Other Long-term Purchase Obligations includes minimum obligations due under various contracts, including a services contract with our third party warehouse provider, and minimum purchases associated with certain materials necessary for the manufacturing process.

Results of Operations

          As a result of the AHA Acquisition, the financial results for the twelve months ended December 31, 2007 have been separately presented, split between the “Predecessor” entity, covering the period January 1 through May 31, 2007 and the “Successor” entity, covering the period June 1, 2007 through December 31, 2007. For comparative purposes, we combined the two periods through December 31, 2007 in our discussion below. We believe this presentation provides the reader with a more accurate comparison and the combined results of operations are what management relies on internally when making business decisions. The following table shows, for the periods indicated, the percentage relationships to net sales of selected financial data. Our management’s discussion and analysis of our results of operations compares results for the year ended December 31, 2007 to the year ended December 31, 2006 and the year ended December 31, 2006 to the year ended December 31, 2005.

	Dollars in Millions
	Successor		Predecessor
	June 1- December 31		January 1- May 31
	2007		2007		2006		2005
Net Sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of Goods Sold	83.6		70.2		75.9		79.2
Gross Profit	16.4		29.8		24.1		20.8
Operating Expenses	16.8		17.1		17.5		18.1
Operating Profit	(0.4	)	12.7		6.6		2.7
Net Income/(Loss) from Continuing Operations	(3.3	)	5.4		0.1		(4.1	)

Year Ended December 31, 2007 as Compared to Year Ended December 31, 2006

          Net Sales. The following table compares net sales by reporting segment for each of the years ended December 31, 2007 and 2006:

	(Dollars in Millions)
	Successor		Predecessor						Predecessor
	June 1 - December 31 2007		January 1 - May 31 2007		Combined 2007		Percent of Total			2006		Percent of Total		$ Increase/ (Decrease)			% Increase/ (Decrease)
Net Sales
Firearms	$	138.7	$	80.5	$	219.2	44.8	%		$	223.4	50.1	%	$	(4.2	)	(1.9	)%
Ammunition		169.3		78.9		248.2	50.8				204.9	45.9			43.3		21.1
All Other		14.0		7.6		21.6	4.4				17.7	4.0			3.9		22.0
Consolidated	$	322.0	$	167.0	$	489.0	100.0	%		$	446.0	100.0	%	$	43.0		9.6	%

          Firearms

          The decrease in net sales of $4.2 million for the twelve months ended December 31, 2007 over the prior-year period is due primarily to lower sales volumes of shotguns of $22.2 million, offset by higher sales volumes of centerfire and rimfire rifles of $3.5 million, higher volumes of part and service sales of $2.0 million and higher sales volumes of international sourced products of $1.1 million, as well as realized price increases of $11.4 million.

          Ammunition

          The increase in net sales of $43.3 million for the twelve months ended December 31, 2007 over the prior-year period is due predominantly to $28.1 million associated with realized price increases, which were initiated to generally offset high core commodity costs, as well as higher sales volumes of $15.2 million. The year-to-date sales

47

volumes are comprised primarily of higher sales volumes of certain centerfire ammunition of $12.1 million, higher components and other sales volumes of $3.8 million, and higher sales volumes of rimfire ammunition of $2.0 million, offset by lower sales volumes of shotshell ammunition of $2.7 million.

          All Other (including Accessories, Licensing Income, Clay Targets, Powder Metal Products, and Technology Products)

          The increase in net sales of $3.9 million for the twelve months ended December 31, 2007 over the prior-year period is due primarily to higher accessories sales of $1.3 million, higher powder metal products of $1.3 million, higher target sales of $0.8 million associated with higher pricing, and higher technology product sales of $0.5.

          Cost of Goods Sold. The table below depicts the cost of goods sold by reporting segment for the years ended December 31, 2007 and 2006:

	(Dollars in Millions)
	Successor		Predecessor						Predecessor
	June 1 - December 31 2007		January 1 - May 31 2007		Combined 2007		Percent of Net Sales			2006		Percent of Net Sales		$ Increase/ (Decrease)			% Increase/ (Decrease)
Cost of Goods Sold
Firearms	$	108.8	$	55.0	$	163.8	74.7	%		$	169.6	75.9	%	$	(5.8	)	(3.4	)%
Ammunition		150.1		56.7		206.8	83.3				156.0	76.1			50.8		32.6
All Other		10.4		5.6		16.0	74.1				12.8	72.3			3.2		25.0
Consolidated	$	269.3	$	117.3	$	386.6	79.0	%		$	338.4	76.0	%	$	48.2		14.2	%

          Firearms

          In connection with accounting for the AHA Acquisition as a business combination using the purchase method of accounting, inventories that were on hand at May 31, 2007 were required to be written up to their current fair value less a reasonable selling profit. As a result of this estimated $16.2 million increase within the firearms business unit, inventory subsequently sold will increase costs of goods sold, as will higher depreciation expense associated with a similar adjustment to write up property, plant and equipment to estimated fair value.

          The decrease in cost of goods sold of $5.8 million for the twelve months ended December 31, 2007 over the prior-year period is due primarily to lower overall sales volumes, which resulted in lower cost of goods sold of $15.3 million, as well as lower pension and post retirement costs of $8.2 million, offset by an increase of $15.0 million resulting from the purchase accounting adjustments as discussed above, unfavorable manufacturing variances of $1.4 million, and higher excess/obsolete inventory expense of $1.2 million. The $15.3 million in lower cost of goods sold was comprised primarily of lower sales volumes of shotguns, which caused cost of goods sold to be lower by $19.0 million; higher sales volumes of international sourced products, which caused cost of goods sold to be higher by $2.2 million; and higher volumes of parts and service sales of $1.4 million.

          Ammunition

          In connection with accounting for the AHA Acquisition as a business combination using the purchase method of accounting, inventories that were on hand at May 31, 2007 were required to be written up to their current fair value less a reasonable selling profit. As a result of this estimated $13.1 million increase within the ammunition business unit, inventory subsequently sold will increase costs of goods sold, as will higher depreciation expense associated with a similar adjustment to write up property, plant and equipment to estimated fair value.

          The increase in cost of goods sold of $50.8 million for the twelve months ended December 31, 2007 over the prior-year period is primarily related to higher sales volumes across all categories of ammunition, except shotshell, which caused cost of goods sold to be higher by $33.5 million; an increase of $13.1 million resulting from the purchase accounting adjustments as discussed above; lower hedging gains of $4.0 million; and higher pension and post retirement costs of $2.1 million, all of which were offset by favorable manufacturing variances of $1.8 million.

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          All Other (including Accessories, Licensing Income, Clay Targets, Powder Metal Products and Technology Products)

          In connection with accounting for the AHA Acquisition as a business combination using the purchase method of accounting, inventories that were on hand at May 31, 2007 were required to be written up to their current fair value less a reasonable selling profit. As a result of this estimated $1.4 million increase within the all other business unit, inventory subsequently sold will increase costs of goods sold, as will higher depreciation expense associated with a similar adjustment to write up property, plant and equipment to estimated fair value.

          The increase in cost of goods sold of $3.2 million for the twelve months ended December 31, 2007 over the prior-year period is due primarily to the costs associated with increased sales volumes of the categories noted above in Net Sales as well as a $0.6 million adjustment resulting from the purchase accounting adjustments as discussed above.

          Operating Expenses. Operating expenses consist of selling, general and administrative expense, research and development expense and other expense. The table below depicts the operating expenses by reporting segment for the years ended December 31, 2007 and 2006:

	(Dollars in Millions)
	Successor		Predecessor			Predecessor
	June 1 – December 31 2007		January 1 – May 31 2007			Combined 2007			2006			$ Increase/ (Decrease)			% Increase/ (Decrease)
Operating Expenses
SG&A	$	52.1	$	30.3		$	82.4		$	73.7		$	8.7			11.8	%
R&D		3.6		2.7			6.3			6.4			(0.1	)		(1.6	)
Impairment Charges		—		—			—			0.2			(0.2	)		(100.0	)
Other (Income) Expense		(1.7)		(4.5	)		(6.2	)		(2.3	)		(3.9	)		169.6
Consolidated	$	54.0	$	28.5		$	82.5		$	78.0		$	4.5			5.8	%

          The increase in selling, general and administrative expenses for the twelve months ended December 31, 2007 over the prior year period of $8.7 million was primarily attributable to higher costs associated with incentive compensation, salaries and benefits expense of $8.0 million (due primarily to the Company exceeding performance objectives as well as employing additional executives since May 31, 2007), non-recurring transaction expenses of $2.2 million as a result of the AHA Acquisition, higher marketing expense of $1.5 million and higher travel expense of $0.8 million, offset by lower legal and professional expenses of $1.6 million, lower expense for bad debts of $0.9 million and lower commissions expense of $0.8 million. The increase in other income of $3.9 million is primarily related to the recognition of a $4.9 million non-cash gain for hedging contracts not yet settled at May 31, 2007, offset in part by the recording of $1.5 million in compensation expense for the option cancellations as a result of the AHA Acquisition.

          In connection with accounting for the AHA Acquisition as a business combination using the purchase method of accounting, fixed assets associated with selling, general and administrative expense have been written up and increased depreciation expense in selling, general and administrative expenses by $0.1 million for the seven month period ending December 31, 2007. Also in connection with accounting for the AHA Acquisition as a business combination using the purchase method of accounting, amortization expense associated with intangible assets subject to amortization has been recorded and increased selling, general and administrative expenses by $0.7 million for the seven month period ending December 31, 2007. As these balances associated with the initial estimate for purchase accounting are based on preliminary data, these amounts and expenses are subject to change.

           Interest Expense. Interest expense for the twelve months ended December 31, 2007 was $25.5 million, a decrease of $2.5 million as compared to the twelve months ended December 31, 2006. The decrease in interest expense from the same period in 2006 resulted primarily from reduced interest expense of $1.9 million due to lower average borrowings under the Amended and Restated Credit Agreement, as well as a $0.6 million reduction in interest expense recorded in connection with accounting for the AHA Acquisition due to the fact that the bond is at a premium. This premium is recorded as a reduction to interest expense and is estimated to be approximately $1.0 million annually.

          Taxes. Our effective tax rate was (36.0%) for the successor period June 1, 2007 through December 31, 2007 and 12.6% for the predecessor period January 1, 2007 through May 31, 2007. The effective tax rate was 75.0% for the twelve months ended December 31, 2006. The difference between the actual effective tax rate for the respective periods above and the U.S. federal statutory rate of 35% is principally due to permanent differences, the

49

benefits of our tax sharing agreement with RACI Holding and the impact of the valuation allowance which was eliminated in application of the purchase price method of accounting for business combinations.

          As of December 31, 2007, no valuation allowance is required as compared to a valuation allowance of approximately $27.3 million established against deferred tax assets in accordance with the provisions of Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109”) as of December 31, 2006. The $27.3 million change in the valuation allowance consisted of the following predecessor period amounts: a $3.7 million net decrease primarily related to the $4.1 million decrease in net deferred tax assets and an increase of $0.4 million due to an increase in deferred tax liabilities associated with indefinite-lived intangible assets that have an indefinite reversal period; and a $0.7 million net decrease consisting of $0.9 million recorded as a change in equity as a component of other comprehensive income as a result of a net decrease in the net deferred tax asset associated with other comprehensive income and $0.2 million credit to equity from the cumulative effect of a change in accounting principle with the adoption of Financial Standards Accounting Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”); the remaining balance of $22.9 million was eliminated in the allocation of purchase price accounting adjustments.

          We are currently subject to ongoing audits by various state tax authorities. Depending on the outcome of these audits, we may be required to pay additional taxes. However, we do not believe that any additional taxes and related interest or penalties would have a material impact on Remington’s financial position, results of operations, or cash flows.

          We adopted the provisions of FIN 48, an interpretation of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (“SFAS 109”), on January 1, 2007. As a result of the implementation of FIN 48, we recognized no material adjustment in our liability for unrecognized tax benefits. At both December 31, 2007 and the adoption date of January 1, 2007, we had $1.3 million of unrecognized tax benefits.

Year Ended December 31, 2006 as Compared to Year Ended December 31, 2005 - Predecessor

          Net Sales. The following table compares net sales by reporting segment for each of the years ended December 31, 2006 and 2005:

								Twelve months ended December 31, (Dollars in Millions)
	2006		Percent Of Total			2005		Percent Of Total			$ Increase/ (Decrease)				% Increase/ (Decrease)
Net Sales
Firearms	$	223.4		50.1	%	$	202.2		49.3	%		$	21.2			10.5	%
Ammunition		204.9		45.9			184.5		44.9				20.4			11.1
All Other		17.7		4.0			23.7		5.8				(6.0	)		(25.3	)
Consolidated	$	446.0		100	%	$	410.4		100	%		$	35.6			8.7	%

          Firearms

          The increase in net sales of $21.2 million for the year ended December 31, 2006 over the prior-year period resulted primarily from higher sales volumes of pump-action shotguns of $6.1 million, centerfire rifles of $8.2 million and international sourced products of $3.0 million, as well as $4.1 million related to higher pricing.

          Ammunition

          The increase in net sales of $20.4 million for the year ended December 31, 2006 over the prior-year period is due primarily to approximately $23.6 million in increased sales associated with higher pricing for ammunition products and higher sales volumes/mix of pistol and revolver ammunition of $3.2 million, offset by lower sales volumes/mix of shotshell ammunition of $3.9 million, centerfire ammunition of $1.2 million and components and other of $1.4 million.

          All Other (including Accessories, Licensing Income, Clay Targets, Powder Metal Products, and Technology Products)

          The decrease in net sales of $6.0 million for the year ended December 31, 2006 over the prior year period is due primarily to lower accessories sales of $4.0 million associated with converting certain products to licensed

50

products and lower sales of clay targets of $3.0 million due to the supply limitation discussed in Note 3 to the consolidated audited financial statements presented herein, offset by an increase in shipments from our Technology Products division of $1.7 million.

          Cost of Goods Sold. The table below depicts the cost of goods sold by reporting segment for the years ended December 31, 2006 and 2005:

								Twelve months ended December 31, (Dollars in Millions)
	2006		Percent Of Total			2005		Percent Of Total			$ Increase/ (Decrease)				% Increase/ (Decrease)
Cost of Goods Sold
Firearms	$	169.6		75.9	%	$	154.7		76.4	%		$	14.9			9.6	%
Ammunition		156.0		76.1			152.3		82.6				3.7			2.4
All Other		12.8		72.3			17.9		75.5				(5.1	)		(28.5	)
Consolidated	$	338.4		75.9	%	$	324.9		79.1	%		$	13.5			4.2	%

          Firearms

          The increase of $14.9 million for the year ended December 31, 2006 over the prior-year period is due primarily to increased sales volume of shotguns, centerfire rifles, and international sourced products. Additionally, there has been a change in sales mix toward products with a higher cost of production, including centerfire rifles, and lower sales volumes of rimfire rifles with a lower cost of production. Also contributing to the change in cost of goods sold is higher pension and post retirement cost of $1.0 million, offset by a reduction in pension expense of $1.6 million resulting from the curtailment of the pension plan.

          Ammunition

          The increase of $3.7 million for the year ended December 31, 2006 over the prior-year period is due primarily to higher manufacturing costs of $18.3 million associated with higher materials costs of lead, copper, and zinc commodities, and to a lesser extent in plastics and energy costs. This was partially offset by realized hedging gains from the settlement of our option contracts of $8.3 million and a reduction in pension expense of $4.3 million resulting from the curtailment of the pension plan, as well as lower sales volumes/mix, particularly in shotshell ammunition, centerfire ammunition and components and other.

          All Other (including Accessories, Licensing Income, Clay Targets, Powder Metal Products and Technology Products)

          The decrease of $5.1 million for the year ended December 31, 2006 over the prior-year period is due primarily to lower accessories sales volumes associated with converting certain products to licensed products, lower sales volumes of clay targets due to the supply limitation discussed in Note 3 to the consolidated audited financial statements presented herein, offset by higher sales volumes of our Technology Products division.

          Operating Expenses. Operating expenses consist of selling, general and administrative expense, research and development expense and other expense.

	Twelve months ended December 31, (Dollars in Millions)
	2006			2005			$ Increase/ (Decrease)				% Increase/ (Decrease)
Operating Expenses
SG&A	$	73.7		$	66.7			$	7.0			10.5	%
R&D		6.4			5.9				0.5			8.5
Impairment Charges		0.2			4.7				(4.5	)		(95.7	)
Other		(2.3	)		(2.8	)			0.5			(17.9	)
Consolidated	$	78.0		$	74.5			$	3.5			4.7	%

          The increase of $3.5 million in operating expenses for the year ended December 31, 2006 compared to the same period in 2005 was primarily attributable to higher costs associated with legal fees, higher provisions for bad debts expense, higher incentive compensation expense and higher selling and marketing expenses, offset by a reduction in pension expense of $1.3 million resulting from the curtailment of the pension plan and impairment charges

51

of $3.7 million in 2005 associated with the Clay Targets business unit and $0.8 million for the firearms equipment that did not recur in 2006, as explained in Note 3 to the audited consolidated financial statements for the year ended December 31, 2006 appearing elsewhere in this annual report.

          Interest Expense. Interest expense for the year ended December 31, 2006 was $28.0 million,an increase of$1.6 million from the same period in 2005.The increase in interest expense during 2006 resulted primarily from higher average borrowings on the Credit Facility of $1.9 million, partially offset by lower interest on capital lease expenses of $0.1 million.

          Taxes. Our effective tax rate relating to continuing operations is 75.0% for the year ended December 31, 2006. The change to 75.0% from 2.4% for the same period in 2005 is primarily attributable to an increase in the valuation allowance originally established in 2004 on deferred tax assets.

          As of December 31, 2006, a valuation allowance of approximately $27.3 million has been established against deferred tax assets in accordance with the provisions of Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109”) as compared to the $25.6 million reserve that existed as of December 31, 2005. The $1.7 million net change in the valuation allowance consisted of an increase of $1.9 million taken as a charge against earnings primarily related to the $0.9 million increase in net deferred tax assets in 2006 for which the benefits may not be realized and an increase of $1.0 million due to an increase in deferred tax liabilities associated with indefinite-lived intangible assets that have an indefinite reversal period. A change of $0.2 million was recorded against equity as a component of other comprehensive income as a result of a decrease in the net deferred tax asset associated with other comprehensive income. Therefore, the income tax expense in the statements of operations primarily reflects state income taxes and the increase in deferred tax liabilities associated with indefinite-lived intangible assets that have an indefinite reversal period.

          Realization of the deferred tax assets is largely dependent upon future profitable operations, if any, and the reversals of existing taxable temporary differences. As a result of previous pre-tax losses from continuing operations and future taxable income expected to arise primarily from the reversal of and creation of temporary differences for the foreseeable future, we determined that in accordance with SFAS No. 109, it is not appropriate to recognize these deferred tax assets. Although there can be no assurance that such events will occur, the valuation allowance may be reversed in future periods to the extent that the related deferred income tax assets no longer require a valuation allowance under the provisions of SFAS No. 109.

          We are currently subject to ongoing audits by various state tax authorities. Depending on the outcome of these audits, we may be required to pay additional taxes. However, we do not believe that any additional taxes and related interest or penalties would have a material impact on Remington’s financial position, results of operations, or cash flows.

          In July 2006, the FASB issued FIN 48, which clarifies the accounting for uncertainty in tax positions. This interpretation requires that we recognize the impact of a tax position in our financial statements if that position is more likely than not of being sustained under or as a result of audit, based on the technical merits of the position. The provisions of FIN 48 are effective as of January 1, 2007, with the cumulative effect of the change in accounting principle, if any, recorded as an adjustment to opening retained earnings of the earliest year presented in those financial statements. We have not fully completed the process of evaluating the impact of adopting FIN 48. Nevertheless, we have performed procedures to estimate the anticipated impact of such adoption. We anticipate less than a $1.0 million impact to accumulated deficit, an expected reclassification of approximately $1.5 million from current to long-term liabilities and an impact of less than $0.5 million to net operating loss carryforwards, which would be fully offset by a valuation allowance. These amounts are subject to revision as management completes its analysis.

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          Discontinued Operations.

          The following represents a summary of key components of income from discontinued operations:

Discontinued Operations:	December 31, 2005
Net Sales		$	—
Pre-tax operating results			(0.1	)
Interest Expense Allocation			—
Income from operations, after tax			(0.1	)

Recent Accounting Pronouncements

          In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosure requirements regarding fair value measurement. Where applicable, SFAS 157 simplifies and codifies fair value related guidance previously issued within GAAP. Although SFAS 157 does not require any new fair value measurements, its application may, in certain instances, change current practice. SFAS 157 is effective for us in 2008. We expect the impact, if any, of adopting SFAS 157 to be minimal on our results of operations, financial condition and liquidity.

          In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits an entity to elect fair value as the initial and subsequent measurement attribute for many financial assets and liabilities. Entities electing the fair value option would be required to recognize changes in fair value in earnings. Entities electing the fair value option are required to distinguish, on the face of the statement of financial position, the fair value of assets and liabilities for which the fair value option has been elected and similar assets and liabilities measured using another measurement attribute. SFAS 159 will become effective for the Company as of January 1, 2008. The adjustment to reflect the difference between the fair value and the carrying amount would be accounted for as a cumulative-effect adjustment to retained earnings as of the date of initial adoption. We expect the impact, if any, of adopting SFAS 159 to be minimal on our Consolidated Financial Statements.

          In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (“SFAS 160”). This standard will improve, simplify, and converge internationally the reporting of noncontrolling interests in consolidated financial statements. SFAS 160 requires all entities to report noncontrolling (minority) interests in subsidiaries in the same way - as equity in the consolidated financial statements. Moreover, SFAS 160 requires that transactions between an entity and noncontrolling interests be treated as equity transactions. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact that adopting SFAS 160 will have on its results of operations, financial condition and equity.

          In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (“SFAS 141(R)”). SFAS 141(R) retains the fundamental requirements of the original pronouncement requiring that the purchase method be used for all business combinations. SFAS 141(R) defines the acquirer as the entity that obtains control of one or more businesses in the business combination, establishes the acquisition date as the date that the acquirer achieves control and requires the acquirer to recognize the assets acquired, liabilities assumed and any non-controlling interest at their fair values as of the acquisition date. SFAS 141(R) also requires that acquisition-related costs be recognized separately from the acquisition. SFAS 141(R) amends the goodwill impairment test requirements in SFAS 142. For a goodwill impairment test as of a date after the effective date of SFAS 141(R), the value of the reporting unit and the amount of implied goodwill, calculated in the second step of the test, will be determined in accordance with the measurement and recognition guidance on accounting for business combinations under SFAS 141(R). This change could effect the determination of what amount, if any, should be recognized as an impairment loss for goodwill recorded before the effective date of SFAS 141(R). This accounting will be required when SFAS 141(R) becomes effective (January 1, 2009 for the Company) and applies to goodwill related to acquisitions accounted for originally under SFAS 141 as well as those accounted for under SFAS 141(R). The Company has $61.0 million of goodwill at December 31, 2007 related to previous business combinations. The Company has not determined what effect, if any, SFAS 141(R) will have on the results of its impairment testing subsequent to December 31, 2008.

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Critical Accounting Policies and Estimates

          Our discussion and analysis of our financial condition, results of operations, and cash flows are based upon our audited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to inventories, supplies, accounts receivable, warranties, long-lived assets, product liability, revenue recognition (inclusive of cash discounts, rebates, and sales returns), advertising and promotional costs, self-insurance, pension and post-retirement benefits, deferred tax assets, and goodwill. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. As noted below, in some cases, our estimates are also based in part on the findings of independent advisors. Actual results may differ from these estimates under different assumptions or conditions.

          Management has addressed and reviewed our critical accounting policies and considers them appropriate. We believe the following critical policies utilize significant judgments and estimates used in the preparation of our audited consolidated financial statements:

          Revenue recognition. Sales, net of an estimate for discounts, returns and allowances, and related cost of sales are recorded when goods are shipped, at which time risk of loss and title transfer to the customer. We continually evaluate our sales terms against criteria outlined in SEC Staff Accounting Bulletin 104, Revenue Recognition, which supersedes SAB 101, Revenue Recognition in Financial Statements. We follow the industry practice of selling firearms pursuant to a “dating” plan, allowing the customer to purchase these products commencing in December (the start of our dating plan year) and to pay for them on extended terms. We believe that allowing extended payment terms for early orders helps to level out the demand for these otherwise seasonal products throughout the year. Historically, use of the dating plan has had the effect of shifting some firearms sales from the second and third quarters to the first and fourth quarters. We believe that the dating plan helps facilitate a more efficient manufacturing schedule. As a competitive measure, we also offer extended terms on select ammunition purchases. However, use of the dating plans also results in deferral of collection of accounts receivable until the latter part of the year. Customers do not have the right to return unsold product. Management uses historical trend information as well as other economic data to estimate future discounts, returns, rebates and allowances.

          Allowance for doubtful accounts. We maintain an allowance for doubtful receivables for estimated losses resulting from the inability of our trade customers to make required payments. We provide an allowance for specific customer accounts where collection is doubtful and also provide an allowance for customer deductions based on historical collection and write-off experience. Additional allowances would be required if the financial conditions of our customers deteriorated.

          Inventories. Our inventories are valued at the lower of cost or market. We evaluate the quantities of inventory held against past and future demand and market conditions to determine excess or slow moving inventory. For those product classes of inventory identified, we estimate their market value based on current and projected selling prices. If the projected market value is less than cost, we provide an allowance to reflect the lower value of that inventory. This methodology recognizes projected inventory losses at the time such losses are evident rather than at the time goods are actually sold.

          The AHA Acquisition resulted in a new basis for the value of the Company’s inventory. Accordingly, inventory was adjusted to its estimated fair value as of May 31, 2007, which was estimated to be approximately $30.0 million over its previous net book value.

          Property, Plant and Equipment. Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is determined on a straight-line basis over the estimated lives of the assets. The estimated useful lives are principally 10 to 40 years for buildings and improvements, and 3 to 15 years for machinery and equipment. The AHA Acquisition resulted in a new basis for the value of the Company’s property, plant and equipment. Accordingly, property, plant and equipment was adjusted to its estimated fair value as of May 31, 2007, which was estimated to be approximately $37.7 million over its previous net book value.

          In accordance with Statement of Financial Accounting Standard No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS 144”), management assesses property, plant and equipment for impairment whenever facts and circumstances indicate that the carrying amount may not be fully recoverable. To analyze

54

recoverability, management projects undiscounted future cash flows resulting from the use of the asset over the remaining life of the asset. If these projected cash flows are less than the carrying amount of the asset, an impairment loss is recognized, resulting in a write-down of property, plant and equipment with a corresponding charge to operating income. Any impairment loss is measured based upon the difference between the carrying amount of the asset and the present value of future cash flows. The Company uses a discount rate equal to its average cost of funds to discount the expected future cash flows.

          Maintenance and repairs are charged to operations; replacements and betterments are capitalized. Computer hardware and software costs under capital leases are amortized over the term of the lease. The cost and related accumulated depreciation applicable to assets sold or retired are removed from the accounts and the gain or loss on disposition is recognized in operations, included in the other income and expenses.

          Interest is capitalized in connection with the construction of major projects. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s useful life.

          Goodwill, Goodwill Impairment, Intangible Assets and Debt Issuance Costs. Prior to January 1, 2002, intangibles, consisting primarily of goodwill, trade names and trademarks, were amortized on a straight-line basis over their estimated useful lives of 40 years. The Company adopted the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“SFAS 142”) on January 1, 2002 and has accounted for its goodwill, intangible assets, and debt issuance costs pursuant to SFAS 142 since that time. Each year the Company tests for impairment of goodwill according to a two-step approach. In the first step, the Company estimates the fair values of its reporting units using the present value of future cash flows approach, subject to a comparison for reasonableness to its market capitalization at the date of valuation. If the carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair values of all other net tangible and intangible assets of the reporting unit. If the carrying amount of the goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. In addition, goodwill of a reporting unit is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. For other intangible assets, the impairment test consists of a comparison of the fair value of the intangible assets to their respective carrying amount. The Company uses a discount rate equal to its average cost of funds to discount the expected future cash flows. Debt issuance costs are amortized over the life of the related debt or amendment.

          As part of the application of purchase accounting resulting from the AHA Acquisition, on May 31, 2007, the Company recorded an initial estimate associated with goodwill and identifiable intangible assets to each reporting segment of $67.0 million and $73.9 million, respectively. Subsequent to May 31, 2007, goodwill was adjusted downward by $6.0 million to $61.0 million and intangible assets were adjusted downward by $0.9 million to $73.0 million.

          Reserves for product liability. We provide for estimated defense and settlement costs related to product liabilities when it becomes probable that a liability has been incurred and reasonable estimates of such costs are available. Estimates for accruals for product liability matters are based on historical patterns of the number of occurrences, costs incurred and a range of potential outcomes. We also utilize independent advisors to assist in analyzing the adequacy of such reserves. Due to the inherently unpredictable nature of litigation, actual results will likely differ from estimates. As part of the application of purchase accounting resulting from the AHA acquisition, product liability accruals were adjusted as of May 31, 2007, based on preliminary valuation data.

          Warranty accrual. We provide consumer warranties against manufacturing defects in all firearm products we sell in North America. Estimated future warranty costs are accrued at the time of sale, using the percentage of actual historical repairs to shipments for the same period, which is included in other accrued liabilities. Product modifications or corrections are voluntary steps taken to assure proper usage or performance of a product by consumers. The cost associated with product modifications and or corrections are recognized in accordance with Statement of Financial Accounting Standard No. 5, Accounting for Contingencies, and charged to operations.

          Employee Benefit Plans. We have defined benefit plans that cover a significant portion of our salaried and hourly paid employees. On October 9, 2006, our Board of Directors approved an amendment to our defined benefit plan related to our salaried employees. In 2006 we recognized a curtailment gain of $7.4 million relating to the amendment. In addition, as part of a new collective bargaining agreement reached on October 26, 2007, an

55

amendment was made to the defined benefit plan for our hourly paid employees. In 2007, we recognized a curtailment gain of $6.4 million because of that amendment. As a result of the two amendments, future accrued benefits for all employees were frozen as of January 1, 2008. For the year ended December 31, 2007, we had $0.9 million of total pension benefit expense, which is comprised of $7.3 million of net periodic benefit expense less the curtailment gain of $6.4 million. We derive pension benefit expense from an actuarial calculation based on the defined benefit plans’ provisions and management’s assumptions regarding discount rate, rate of increase in compensation levels and expected long-term rate of return on assets. Management determines the expected long-term rate of return on plan assets based upon historical actual asset returns and the expectations of asset returns over the expected period to fund participant benefits based on the current investment mix of our plans. We note that in 2007 we had returns on plan assets of approximately 5.6% as compared to an assumption of 8%. Management sets the discount rate based on the yield of high quality fixed income investments expected to be available in the future when cash flows are paid. The rate of increase in compensation levels is established based on management’s expectations of current and foreseeable future increases in compensation. In addition, management also consults with independent actuaries in determining these assumptions. See Note 13 to our audited consolidated financial statements for the year ended December 31, 2007, appearing elsewhere in this annual report, for more information on our employee benefit plans.

          Self-Insurance. We are self-insured for elements of our employee benefit plans including, among others, medical, workers’ compensation and elements of our property and liability insurance programs, but limit our liability through stop-loss insurance and annual plan maximum coverage limits. Self-insurance liabilities are based on claims filed and estimates for claims incurred but not yet reported.

          Reserves for workers compensation liability. We provide for estimated medical and indemnity compensation costs related to workers compensation liabilities when it becomes probable that a liability has been incurred and reasonable estimates of such costs are available. Estimates for accruals for workers compensation liability matters are based on historical patterns of the number of occurrences, costs incurred and a range of potential outcomes. We also utilize independent advisors to assist in analyzing the adequacy of such reserves. As part of the application of purchase accounting resulting from the AHA acquisition, workers compensation liability accruals were adjusted as of May 31, 2007, based on preliminary valuation data and subsequently were adjusted based on updated valuation data relating to the product liability reserves.

          Income Taxes. Income tax expense is based on pretax financial accounting income. The Company recognizes deferred tax assets and liabilities based on the difference between the financial reporting and tax bases of assets and liabilities, applying tax rates applicable to the year in which the differences are expected to reverse, in conjunction with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (“SFAS 109”). A valuation allowance is recorded when it is more likely than not that the deferred tax asset will not be realized. Because the Company files its income taxes in a consolidated tax return with AHA, the 100% owner of our sole stockholder, Holding, the cash taxes paid or received supplemental cash flow disclosure reflects the total impact of any cash taxes paid or received on behalf of Holding. As part of the application of purchase accounting resulting from the AHA acquisition, the valuation allowance was eliminated as of May 31, 2007.

Information Concerning Forward-Looking Statements

          This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to trends in the operations and financial results and the business and the products of the Company, as well as other statements including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend” and other similar expressions.

          Forward-looking statements are made based upon management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Such forward-looking statements are not guarantees of future performance. The following important factors, and those important factors described elsewhere in this annual report, including the matters set forth in “Risk Factors,” or in our other SEC filings, could affect (and in some cases have affected) our actual results and could cause such results to differ materially from estimates or expectations reflected in such forward-looking statements.

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• Our ability to make scheduled payments of principal or interest on, or to refinance our obligations with respect to our indebtedness and to comply with the covenants and restrictions contained in the instruments governing such indebtedness will depend on our future operating performance and cash flow, which are subject to prevailing economic conditions, prevailing interest rate levels, and financial, competitive, business and other factors beyond our control including the responses of competitors, changes in customer inventory management practices, changes in customer buying patterns, regulatory developments and increased operating costs.

• The degree to which we are leveraged could have important consequences, including the following: (i) our ability to obtain additional financing for working capital or other purposes in the future may be limited; (ii) a substantial portion of our cash flow from operations will be dedicated to the payment of principal and interest on our indebtedness, thereby reducing funds available for operations; (iii) certain of our borrowings will be at variable rates of interest, which could cause us to be vulnerable to increases in interest rates; and (iv) we may be more vulnerable to economic downturns and be limited in our ability to withstand competitive pressures.

• Our ability to meet our debt service and other obligations will depend in significant part on customers purchasing our products during the fall hunting season. Notwithstanding our cost containment initiatives and continuing management of costs, a decrease in demand during the fall hunting season for our higher priced, higher margin products would require us to further reduce costs or increase our reliance on borrowings under the Credit Facility to fund operations. No assurance can be given that we would be able to reduce costs or increase our borrowings sufficiently to adjust to such a reduction in demand.

• Lead, copper and zinc prices have experienced significant increases over the past three years primarily due to increased demand (including increased demand from China). Furthermore, fuel and energy costs have increased over the same time period, although at a slower rate of increase. We purchase copper, lead, and zinc options contracts (we first purchased zinc contracts during the second quarter of 2006) to hedge against price fluctuations of anticipated commodity purchases. With the volatility of pricing that the Company has recently experienced, there can be no assurance that we will not see further material adverse changes in commodity pricing or energy costs, and such further changes, were they to occur, could have a material adverse impact on our consolidated financial position, results of operations, or cash flows of the Company.

• Because of the nature of our products, we anticipate that we will continue to be involved in product liability litigation in the future. Our ability to meet our product liability obligations will depend (among other things) upon the availability of insurance, the adequacy of our accruals, the 1993 Seller’s ability to satisfy their obligations to indemnify us against certain product liability cases and claims and the 1993 Seller’s agreement to be responsible for certain post-Asset Purchase shotgun related costs.

• Achieving the benefits of the acquisitions will depend in part on the integration of products and internal operating systems in a timely and efficient manner. Such integration may be unpredictable, and subject to delay because the products and systems typically were developed independently and were designed without regard to such integration. If we cannot successfully integrate such products and internal operating systems on a timely basis, we may lose customers and our business and results of operations may be harmed.

• We face significant competition. Our competitors vary according to product line. Certain of these competitors are subsidiaries of large corporations with substantially greater financial resources than us. There can be no assurance that we will continue to compete effectively with all of our present competition, and our ability to so compete could be adversely affected by our leveraged condition.

• Sales made to Wal-Mart accounted for approximately 17% of our total net revenues in 2007 and 13% of the accounts receivable balance as of December 31, 2007. Our sales to Wal-Mart are generally not governed by a written contract between the parties. In the event that Wal-Mart were to significantly reduce or terminate its purchases of firearms and/or ammunition from us, our financial condition or results of operations could be adversely affected.

• We utilize numerous raw materials, including steel, zinc, lead, brass, plastics and wood, as well as manufactured parts, which are purchased from one or a few suppliers. Any disruption in our relationship with these suppliers could increase the cost of operations.

• The purchase of firearms is subject to federal, state and local governmental regulation. Regulatory proposals, even if never enacted, may affect firearms or ammunition sales as a result of consumer perceptions. While we

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do not believe that existing federal and state legislation relating to the regulation of firearms and ammunition has had a material adverse effect on our sales from 2004 through 2007, no assurance can be given that more restrictive regulations, if proposed or enacted, will not have a material adverse effect on us in the future.

•

As a manufacturer of firearms, we were named as a defendant in certain lawsuits brought by municipalities or organizations challenging manufacturers’ distribution practices and alleging that the defendants have also failed to include a variety of safety devices in their firearms. Our insurance coverage regarding such claims may be limited. In the event that additional such lawsuits were filed, or if certain legal theories advanced by plaintiffs were to be generally accepted by the courts, our financial condition and results of operations could be adversely affected.

          Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this annual report that include forward-looking statements.

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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

          We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities and our ongoing investing and financing activities. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks.

          Certain of our financial instruments are subject to interest rate risk. As of December 31, 2007, we had long-term borrowings of $225.0 million ($221.0 million at December 31, 2006 and $221.3 million at December 31, 2005), of which $20.8 ($19.4 million at December 31, 2006 and $19.4 million at December 31, 2005) was issued at variable rates. Assuming no changes in the $47.1 million of monthly average variable-rate debt levels for the year ended December 31, 2007 ($65.4 million for the year ended December 31, 2006), we estimate that a hypothetical change of 100 basis points in the LIBOR and ABR interest rates from year-end 2007 would impact interest expense by $0.5million ($0.7 million at December 31, 2006) on an annualized pretax basis. We were not a party to any interest rate cap or other protection arrangements with respect to our variable rate indebtedness as of December 31, 2007, 2006, or 2005.

          The estimated value of our debt at December 31, 2007 was $233.3 million compared to a carrying value of $227.1 million. The estimated value and carrying value of our debt at December 31, 2006 was $213.2 million and $224.7 million, respectively. All fixed rate indebtedness was valued based on current market quotes. All variable rate indebtedness is assumed at market.

          The Company purchases copper, lead, and zinc option contracts to hedge against price fluctuations of anticipated commodity purchases. Lead, copper, and zinc prices have experienced significant increases since 2003 primarily due to increased demand (including increased demand from China). We use commodity option contracts to hedge against the risk of increased prices for lead, copper, and zinc to be used in the manufacture of our ammunition products. The amounts of premiums paid for commodity contracts outstanding at December 31, 2007, 2006, and 2005 were $8.8 million, $5.4 million, and $1.3 million, respectively. At December 31, 2007, 2006 and 2005, the market value of our outstanding contracts relating to firm commitments and margin balance up to eighteen months from the respective date was $6.8 million, $6.6 million, and $5.6 million, respectively, as determined with the assistance of a third party. Assuming a hypothetical 10% increase in lead, copper, and zinc commodity prices which are currently hedged, we would experience an approximate $4.0 million ($9.2 million at December 31, 2006) increase in our cost of related inventory purchased, which would be partially offset by an approximate $0.6 million ($2.6 million at December 31, 2006) increase in the value of related hedging instruments. With the volatility of pricing the Company has experienced, we believe that significant changes in commodity pricing could have a future material impact on our consolidated financial position, results of operations, or cash flows of the Company.

          We also purchase steel supplies for use in the manufacture of certain firearms, ammunition, and accessory products. Assuming a hypothetical 10% increase in steel prices, we would experience an approximate $0.7 million (an approximate $0.7 million at December 31, 2006) increase in our cost of related inventory purchased.

          We do not believe that we have a material exposure to fluctuations in foreign currencies.

          We do not hold or issue financial instruments for speculative purposes.

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Board of Directors
Remington Arms Company, Inc. and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Remington Arms Company, Inc. (a Delaware corporation) and Subsidiaries as of December 31, 2007 (Successor) and as of December 31, 2006 (Predecessor), and the related consolidated statements of operations, shareholder’s equity (deficit) and comprehensive income (loss), and cash flows for the period from June 1, 2007 to December 31, 2007 (Successor), January 1, 2007 to May 31, 2007 (Predecessor), and the years ended December 31, 2006 and 2005 (Predecessor). Our audits of the basic financial statements included the financial statement schedule listed in the index appearing under Item 15 (a)(2). These financial statements and the financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Remington Arms Company, Inc. and subsidiaries as of December 31, 2007 (Successor) and as of December 31, 2006 (Predecessor), and the results of its operations and its cash flows for the period from June 1, 2007 to December 31, 2007 (Successor), January 1, 2007 to May 31, 2007 (Predecessor), and for each of the years ended December 31, 2006 and 2005 (Predecessor), in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 19 to the consolidated financial statements, the Predecessor adopted Financial Accounting Standards Board Statement (FASB) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”, as of January 1, 2007. Also, as discussed in Note 13 to the consolidated financial statements, the Successor adopted FASB No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” as of December 31, 2007.

/s/ Grant Thornton LLP
Charlotte, North Carolina
March 28, 2008

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Remington Arms Company, Inc.
Consolidated Balance Sheets
(Dollars in Millions, Except Per Share Data)

	Successor		Predecessor
	December 31, 2007		December 31, 2006
ASSETS
Current Assets
Cash and Cash Equivalents	$	23.4	$	0.5
Accounts Receivable Trade - net		72.8		92.8
Inventories - net		116.9		110.8
Supplies		6.3		7.7
Prepaid Expenses and Other Current Assets		18.2		13.0
Deferred Tax Assets		11.1		0.9
Total Current Assets		248.7		225.7
Property, Plant and Equipment - net		102.7		69.3
Goodwill and Intangibles - net		132.6		59.1
Debt Issuance Costs - net		4.7		5.7
Other Noncurrent Assets		13.4		11.5
Total Assets	$	502.1	$	371.3
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current Liabilities
Accounts Payable	$	30.4	$	30.8
Book Overdraft		5.3		4.5
Short-Term Debt		3.5		3.1
Current Portion of Long-Term Debt		0.6		0.4
Current Portion of Long-Term Term Loan		4.2		—
Current Portion of Product Liability		3.1		2.9
Income Taxes Payable		0.1		1.5
Other Accrued Liabilities		34.9		52.3
Total Current Liabilities		82.1		95.5
Long-Term Debt, net of Current Portion		225.0		221.0
Retiree Benefits, net of Current Portion		42.8		45.2
Product Liability, net of Current Portion		9.3		7.6
Deferred Tax Liabilities		28.4		10.0
Other Long-Term Liabilities		6.5		2.2
Total Liabilities		394.1		381.5
Commitments and Contingencies
Stockholder’s Equity (Deficit)
Total Stockholder’s Equity (Deficit)		108.0		(10.2	)
Total Liabilities and Stockholder’s Equity (Deficit)	$	502.1	$	371.3

The accompanying notes are an integral part of these consolidated financial statements.

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Remington Arms Company, Inc.
Consolidated Statements of Operations
(Dollars in Millions)

	Successor			Predecessor
	June 1 - December 31			January 1 - May 31			Year-To-Date December 31,
	2007			2007			2006			2005
	(See Note 3)			(See Note 3)
Net Sales	$	322.0		$	167.0		$	446.0		$	410.4
Cost of Goods Sold		269.3			117.3			338.4			324.9
Gross Profit		52.7			49.7			107.6			85.5
Selling, General and Administrative Expenses		52.1			30.3			73.7			66.7
Research and Development Expenses		3.6			2.7			6.4			5.9
Impairment Charges		—			—			0.2			4.7
Other Income		(1.7	)		(4.5	)		(2.3	)		(2.8	)
Operating Profit (Loss)		(1.3	)		21.2			29.6			11.0
Interest Expense		14.6			10.9			28.0			26.4
Income (Loss) from Continuing Operations before Taxes, Equity in Losses from Unconsolidated Joint Venture		(15.9	)		10.3			1.6			(15.4	)
Income Tax Provision (Benefit)		(5.9	)		1.3			0.9			0.4
Equity in Losses from Unconsolidated Joint Venture		0.5			—			0.4			1.0
Net Income (Loss) from Continuing Operations		(10.5	)		9.0			0.3			(16.8	)
Loss from Discontinued Operations, net of tax expense of zero		—			—			—			(0.1	)
Net Income (Loss)	$	(10.5	)	$	9.0		$	0.3		$	(16.9	)

The accompanying notes are an integral part of these consolidated financial statements.

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Remington Arms Company, Inc.
Consolidated Statements of Cash Flows
(Dollars in Millions)

	Successor			Predecessor
	June 1 - December 31			January 1 - May 31			Year-To-Date December 31,
	2007			2007			2006			2005
	(See Note 3)			(See Note 3)
Operating Activities
Net Income (Loss)	$	(10.5	)	$	9.0		$	0.3		$	(16.9	)
Adjustments to reconcile Net Income (Loss) to Net Cash used in Operating Activities:
Depreciation and Amortization of Debt Issuance Costs		10.0			4.8			11.6			11.4
Equity in Losses from Unconsolidated Joint Venture		0.5			—			0.4			1.0
Pension Plan Contributions		(11.0	)		(5.9	)		(8.0	)		(7.1	)
Pension Plan Expense		3.2			3.7			11.3			11.5
Pension Curtailment		(6.4	)		—			(7.4	)		—
Provision for Deferred Income Taxes, net		(6.2	)		0.3			1.1			2.8
Other Non-cash charges		6.9			1.9			1.0			5.6
Changes in Operating Assets and Liabilities:
Accounts Receivable Trade - net		21.2			(1.2	)		(0.6	)		(11.0	)
Inventories		64.0			(39.5	)		(11.5	)		(6.7	)
Prepaid Expenses and Other Current and Long-Term Assets		(8.6	)		(8.1	)		(1.2	)		(0.3	)
Accounts Payable		(8.6	)		8.2			5.8			0.5
Income Taxes Payable		0.6			(1.4	)		0.1			0.6
Other Accrued and Long-Term Liabilities		10.3			(8.1	)		10.3			2.6
Net Cash provided by (used in) Operating Activities		65.4			(36.3	)		13.2			(6.0	)
Investing Activities
Option Cancellation Payments		(1.1	)		—			—			—
Purchase of Property, Plant and Equipment		(6.7	)		(2.1	)		(7.1	)		(9.4	)
Premiums paid for Company Owned Life Insurance		(0.3	)		(0.2	)		(0.6	)		(0.7	)
Cash Surrender Value of Company Owned Life Insurance		3.7			—			—			—
Cash Received on Sale of Unconsolidated Joint Venture		3.0			—			—			—
Seller Related Expenses Paid by Remington		—			(4.7	)		—			—
Transaction Costs Related to the Acquisition		—			(5.1	)		—			—
Cash Contribution to Unconsolidated Joint Venture		—			—			(0.2	)		(1.0	)
Net Cash used in Investing Activities		(1.4	)		(12.1	)		(7.9	)		(11.1	)
Financing Activities
Proceeds from Revolving Credit Facility		84.8			103.1			178.3			214.3
Payments on Revolving Credit Facility		(170.0	)		(37.3	)		(178.3	)		(196.7	)
Proceeds from Term Loan		25.0			—			—			—
Cash Withheld from Sellers Provided by AHA		—			4.7			—			—
Cash Contributions from AHA		6.1			—			—			—
Debt Issuance Costs		(0.5	)		(5.2	)		(0.8	)		—
Amount Paid to Holding for Acquisition Costs		—			(3.8	)		—			—
Principal (Payments) Borrowings on Long-Term Debt		(0.3	)		(0.1	)		(0.3	)		0.6
Capital Contribution Received from RACI Holding, Inc.		—			—			0.3			—
Cash (Paid to) Received from RACI Holding, Inc.		—			—			(0.1	)		0.1
Change in Book Overdraft		5.3			(4.5	)		(4.4	)		(1.1	)
Net Cash (used in) provided by Financing Activities		(49.6	)		56.9			(5.3	)		17.2
Change in Cash and Cash Equivalents		14.4			8.5			—			0.1
Cash and Cash Equivalents at Beginning of Year		9.0			0.5			0.5			0.4
Cash and Cash Equivalents at End of Year	$	23.4		$	9.0		$	0.5		$	0.5

The accompanying notes are an integral part of these consolidated financial statements.

63

Remington Arms Company, Inc.
Consolidated Statements of Cash Flows
(Dollars in Millions)

	Successor		Predecessor
	June 1 - December 31		January 1 - May 31		Year-To-Date December 31,
	2007		2007		2006			2005
	(See Note 3)		(See Note 3)
Supplemental Cash Flow Information:
Cash Paid During the Year for:
Interest	$	12.3	$	11.8	$	26.0		$	24.7
Income Taxes	$	0.1	$	0.1	$	—		$	—
Previously accrued Capital Expenditures	$	—	$	0.6	$	1.3		$	1.8
Noncash Financing and Investing Activities:
Financing of insurance policies	$	3.5	$	1.9	$	3.1		$	—
Acquisition of Parent Company by AHA	$	118.1	$	—	$	—		$	—
Change in Capital Expenditures Capitalized	$	—	$	—	$	(0.7	)	$	(1.0	)
Capital Lease Obligations Incurred	$	—	$	—	$	0.2		$	1.1
Conversion of Parent Company Stock Liability to Equity	$	—	$	0.1	$	0.3		$	—

The accompanying notes are an integral part of these consolidated financial statements.

64

Remington Arms Company, Inc.
Consolidated Statement of Stockholder’s Equity (Deficit) and Comprehensive Income (Loss)
(Dollars in Millions)

	Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Accumulated Deficit)			Total Stockholder’s Equity (Deficit)
Predecessor
Balance, December 31, 2004	$	89.0		$	0.6		$	(79.7	)	$	9.9
Comprehensive Loss:
Net Loss		—			—			(16.9	)		(16.9	)
Other comprehensive income (loss):
Minimum pension liability, net of tax effect of ($0.7)		—			(5.2	)		—			(5.2	)
Net derivative gains, net of tax effect of $2.0		—			3.2			—			3.2
Net derivative gains reclassified as earnings, net of tax effect of ($1.4)		—			(2.2	)		—			(2.2	)
Total Comprehensive Loss											(21.1	)
Cash Contribution From RACI Holding, Inc.		0.1			—			—			0.1
Balance, December 31, 2005	$	89.1		$	(3.6	)	$	(96.6	)	$	(11.1	)
Comprehensive Income:
Net Income		—			—			0.3			0.3
Other comprehensive income:
Minimum pension liability, net of tax effect of ($2.5)		—			2.0			—			2.0
Net derivative gains, net of tax effect of $4.9		—			5.8			—			5.8
Net derivative gains reclassified as earnings, net of tax effect of ($4.6)		—			(7.4	)		—			(7.4	)
Total Comprehensive Income											0.7
Capital Contribution from RACI Holding, Inc.		0.3			—			—			0.3
Cash Payment to RACI Holding, Inc.		(0.1	)		—			—			(0.1	)
Balance, December 31, 2006	$	89.3		$	(3.2	)	$	(96.3	)	$	(10.2	)
Comprehensive Income:
Net Income		—			—			9.0			9.0
Other comprehensive income:
Minimum pension liability		—			3.0			—			3.0
Net derivative gains, net of tax effect of $2.3		—			3.6			—			3.6
Net derivative gains reclassified as earnings, net of tax effect of ($2.3)		—			(3.8	)		—			(3.8	)
Total Comprehensive Income											11.8
Non Cash Contribution from RACI Holding, Inc.		1.7			—			—			1.7
Amount Paid to RACI Holding, Inc. for Acquisition Costs		—			—			(3.8	)		(3.8	)
Cumulative Effect of Change in
Accounting Principle		—			—			0.2			0.2
Balance, May 31, 2007	$	91.0		$	(0.4	)	$	(90.9	)	$	(0.3	)
Successor
Acquisition of Parent Company by AHA - June 1, 2007	$	124.2		$	—		$	—		$	124.2
Comprehensive Loss:
Net Loss		—			—			(10.5	)		(10.5	)
Other comprehensive income (loss):
Minimum pension liability, net of tax effect of ($3.3)		—			(5.4	)		—			(5.4	)
Net derivative gains, net of tax effect of $0.5		—			0.8			—			0.8
Net derivative gains reclassified as earnings, net of tax effect of ($0.7)		—			(1.1	)		—			(1.1	)
Total Comprehensive Loss											(16.2	)
Balance, December 31, 2007	$	124.2		$	(5.7	)	$	(10.5	)	$	108.0

The accompanying notes are an integral part of these consolidated financial statements.

65

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

Note 1—Basis of Presentation

Organizational Structure

          On May 31, 2007, 100% of the shares of RACI Holding, Inc. (“Holding”), the sole stockholder of Remington Arms Company, Inc. (“Remington”), were purchased by American Heritage Arms, LLC (now American Heritage Arms, Inc.) (“AHA”), an affiliate of Cerberus Capital Management, L.P. (“CCM”, and along with CCM’s affiliates other than operating portfolio companies, collectively “Cerberus”).

          The accompanying audited consolidated financial statements of Remington Arms Company, Inc. (“Remington”) include the accounts of its wholly owned subsidiaries, RA Brands, L.L.C. (“RA Brands”), RA Factors, Inc. (“RA Factors”) (which was merged with and into Remington as of December 31, 2006) and Remington Steam, LLC (“Remington Steam”), (collectively with Remington, the “Company”), and also reflect the impact of the Company’s unconsolidated 50% joint venture interest in Remington ELSAG Law Enforcement Systems, LLC (“RELES”). The Company sold this interest on September 26, 2007 (see Note 17).

          All significant intercompany accounts and transactions have been eliminated. The accounts of the Company’s parent, Holding, which owns 100% of the 1,000 shares authorized, issued and outstanding of Remington common stock (at par value of $0.01 per share), and those of AHA, the 100% owner of Holding, are not presented herein. Significant transactions between the Company, Holding and AHA and the related balances are reflected in the audited consolidated financial statements and related disclosures.

          Although Remington continued as the same legal entity after May 31, 2007, the accompanying audited consolidated statement of operations, cash flows and stockholder’s equity (deficit) are presented for two periods: predecessor and successor, which relate to the period preceding May 31, 2007 and the period succeeding May 31, 2007, respectively. The Company refers to the operations of Remington and its subsidiaries for both the predecessor and successor periods. Unless otherwise noted, the results of operations of the Marlin Firearms Company, which Remington acquired on January 28, 2008, as discussed in Note 4, are not included in these financial statements.

Application of Purchase Method of Accounting

          In accordance with the guidelines set forth in SAB Topic 5J, “Miscellaneous Accounting, Pushdown Basis of Accounting Required in Certain Limited Circumstances”, the purchase price paid by AHA plus related purchase accounting adjustments have been “pushed-down” and recorded in our financial statements for the period subsequent to May 31, 2007. This has resulted in a new basis of accounting reflecting the fair market value of our assets and liabilities for the “successor” period beginning June 1, 2007. Information for all “predecessor” periods prior to the AHA Acquisition is presented using our historical basis of accounting. As a result of the application of purchase accounting, the predecessor periods are not comparable to the successor period.

          The AHA Acquisition and the allocation of the purchase price to the opening balance sheet accounts of the successor have been recorded as of the beginning of the first day of our new accounting period (June 1, 2007). The results are further separated by a heavy black line to indicate the effective date of the new basis of accounting.

          Valuations have been prepared with the assistance of third party valuation experts (for inventory, property, plant and equipment, intangibles, income taxes and certain liability accounts). These valuations are preliminary and subject to change. The summary of the estimated fair values of the assets acquired and liabilities assumed is presented in Note 3.

Reclassification

          A revision to the classification of other accrued and long-term liabilities in the Consolidated Statement of Cash Flows was made to financial information from prior periods to conform to the presentation format at December 31, 2007 and 2006.

66

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

Note 2—Description of the Business

          The Company is engaged in the design, manufacture, import and sale of primarily sporting goods products for the hunting/shooting sports and related markets. The Company also designs, manufactures and sells certain products to certain federal agency, law enforcement, and military markets including the firearms and ammunition markets. The Company’s product lines consist of firearms, ammunition, hunting/gun care accessories, clay targets, licensed products, powder metal products, and technology and security products sold under the Remington name and other labels. The Company’s products are distributed throughout the United States and in approximately 56 other countries (including Canada, Europe, and Asia). In the United States, Remington products are distributed primarily through a network of wholesalers and retailers who purchase the product directly from the Company for resale to gun dealers and end users, respectively. The end users include sportsmen, hunters, target shooters, gun collectors, and members of law enforcement and other government organizations.

Note 3 — Acquisition by American Heritage Arms, Inc. (formerly American Heritage Arms, LLC)

          The shares of Holding, the sole stockholder of Remington, were purchased by AHA on May 31, 2007 (the “Closing Date”), pursuant to the stock purchase agreement dated as of April 4, 2007 (the “Stock Purchase Agreement”), between Holding, its stockholders and holders of deferred stock (including the ownership interests represented by Bruckmann, Rosser, Sherrill & Co. II, L.P. and the Clayton & Dubilier Private Equity Fund IV Limited Partnership (the “CDR Fund”)), as well as the Holding stock option holders (the “AHA Acquisition”).

          On the Closing Date of the AHA Acquisition, pursuant to the terms of the Stock Purchase Agreement, AHA acquired all of the capital stock of Holding, consisting of 205,208 shares of issued and outstanding Class A common stock, par value $0.01 per share (the “Common Stock”) and 5,851 deferred shares of Common Stock (which were converted into shares of Common Stock on the Closing Date), at a value of $330.47 per share less related selling expenses, taxes and amounts placed in escrow. In addition, among other things, on the Closing Date outstanding options to purchase 10,635 shares of Holding Common Stock (the “Stock Options”), which constituted all of the outstanding Stock Options, immediately vested subject to the applicable change in control provisions in Holding’s 1999 Stock Incentive Plan and 2003 Stock Option Plan. Remington made option cancellation payments representing the purchase price of $330.47 per share less the strike price of $220.31 with respect to each Stock Option less related selling expenses, amounts placed in escrow and related withholding taxes. AHA provided the funds to Holding which, in turn, were provided to Remington to make these option cancellation payments. On the Closing Date, AHA also provided Holding with approximately $48.2 to pay and satisfy in full as of the Closing Date the full outstanding amount of principal and interest of Senior Note A due 2011 and Senior Note B due 2012 issued by Holding and held by the CDR Fund (the “Holding Notes”).

          The AHA Acquisition was financed with $125.0 of funds contributed to AHA by its members and approximately $14.5 of borrowings from Remington’s Revolving Credit Facility. In accordance with the terms of the Stock Purchase Agreement, the following is a summary of the transactions between AHA, Holding and Remington, which disbursed funds as follows:

• AHA paid sellers $59.0, net of $10.7 of costs incurred by the sellers, certain seller withholding taxes, and amounts to be placed in escrow.

• AHA provided the escrow agent $5.0 representing amounts withheld from the sellers’ gross sales price.

• AHA paid $0.7 of seller-incurred legal fees with amounts withheld from the sellers’ gross sales price.

• AHA provided $48.2 to Holding for the payment of the Holding Notes and $0.7 for certain tax withholdings due from sellers.

• AHA provided Remington with $5.1 for payment of the management bonus and cancellation of options, net of seller-related expenses.

• Holding paid $48.2 to satisfy in full the Holding Notes.

• Holding paid $3.7 of certain AHA Acquisition-related costs with funds provided from Remington and provided Remington with $0.7 associated with tax withholdings from the sellers.

• Remington provided Holding with $3.8 from its Revolving Credit Facility to pay for certain buyer-related AHA Acquisition costs described above.

67

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

• Remington paid $10.3 from its Revolving Credit Facility in connection with obtaining waivers, amendments and consents to the Revolving Credit Facility and $200.0 10.5% Senior Notes due 2011.

• Remington paid $0.7 for cancellation of options and $1.1 of withholding taxes from amounts withheld from sellers and option holders.

• Remington paid $4.0 in management bonuses and related withholding taxes from amounts that were withheld from the sellers and from funds provided by AHA.

          In addition, subsequent to May 31, 2007, AHA contributed approximately $6.1 of the initial capital to the capital of Remington. These amounts were used to pay down the $3.8 that Remington provided Holding for transaction related costs and a portion of the outstanding credit facility balance at the time.

          The preliminary value of the AHA Acquisition as of May 31, 2007, was estimated to be $416.6, based on preliminary valuation estimates, which included the assumption of all of Remington’s approximately $85.2 of funded indebtedness related to the Amended and Restated Credit Agreement, dated March 15, 2006, by and among Remington, Wachovia Bank, National Association (“Wachovia”), RA Factors, Inc., and the lenders from time to time parties thereto (the “Amended and Restated Credit Agreement”), the $200.0 principal amount ($203.8 estimated fair value at May 31, 2007) of Remington’s 10½% Senior Notes due 2011 (the “Notes”) and approximately $3.4 of certain other indebtedness at the Closing Date. The payment for the Common Stock and converted deferred shares of Common Stock, the Stock Option cancellation payment and repayment of the Holding Notes was funded by AHA’s available cash. In addition, Remington obtained all necessary waivers, amendments and consents so that Remington’s Credit Agreement and the indebtedness evidenced by the Notes remained outstanding and not in default.

          The AHA Acquisition was accounted for as a business combination using the purchase method of accounting, in accordance with FASB Statement No. 141, “Business Combinations” (“FASB 141”), whereby the purchase price (including assumed liabilities) is allocated and pushed down to the assets acquired based on their estimated fair market values at the date of the AHA Acquisition. An independent third party appraiser was engaged to assist management and perform valuations of certain of the tangible and intangible assets acquired as of May 31, 2007. The excess of the purchase price over the fair value of the Company’s net assets was allocated to goodwill.

          The allocation of the purchase price is based upon preliminary valuation data and our estimates, assumptions and allocation to segments are subject to change. For instance, adjustments to the estimated lives of property, plant and equipment could cause depreciation to change. Also, potential liabilities associated with improvement initiatives have not yet been finalized and may change. Any individual item or combination of the items could also impact values applied to deferred income taxes and segment allocations. Goodwill would change if any of the other valuations of any asset or liabilities changes.

68

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

          Following is a summary of the estimated fair values of the assets acquired and liabilities assumed as of June 1, 2007 based on preliminary valuations, as well as subsequent adjustments through the period ended December 31, 2007:

	As of June 1, 2007		Net Adjustments				As of Dec. 31, 2007
Inventory	$	180.9		$	(2.1	)	$	178.8
Other Current Assets		136.4			0.2			136.6
Property, Plant and Equipment		104.2			0.3			104.5
Goodwill		67.0			(6.0	)		61.0
Identifiable Intangible Assets		73.9			(0.9	)		73.0
Other Long-Term Assets		22.1			—			22.1
Total Assets Acquired	$	584.5		$	(8.5	)	$	576.0
Current Liabilities	$	91.6		$	0.2			91.8
Revolving Credit Facility		85.2			—			85.2
10 ½% Senior Notes Due 2011		203.8			—			203.8
Pension & OPEB		40.9			(9.5	)		31.4
Other Non-Current Liabilities		38.8			0.8			39.6
Total Liabilities Assumed		460.3			(8.5	)		451.8
Estimated AHA Acquisition Cost	$	124.2		$	—		$	124.2

          As part of the application of purchase accounting, the Company recorded an initial estimate associated with goodwill and identifiable intangible assets to each reporting segment of $67.0 and $73.9, respectively. Subsequent to that, net adjustments of ($6.0) decreased the balance of goodwill to $61.0 and net adjustments of ($0.9) decreased the balance to $73.0. The goodwill adjustments were a ($2.1) adjustment to reduce inventory, a $0.2 adjustment to increase other current deferred tax assets and a $0.3 adjustment to increase property, plant and equipment to include capital leases and the impact of recording actual versus estimated depreciation on the revalued fixed assets, offset by adjustments of $0.2 to increase current liabilities related to current deferred tax assets and accrued expenses, a ($9.5) adjustment to decrease the OPEB pension liability based on additional valuation data, as well as $0.8 in adjustments to increase other non-current liabilities based on updated valuation data relating to the product liability and workers compensation reserves and long-term income taxes payable and long-term deferred tax liabilities.

          For income tax purposes, since the AHA Acquisition was a purchase of stock, the respective tax basis of the assets and liabilities were not changed. The identifiable intangibles and goodwill are not deductible for tax purposes.

          The estimated amortizable lives for identifiable intangible assets are two to 20 years and the estimated useful lives for property, plant and equipment ranges from less than one year to 33 years. Note 10 identifies the preliminary lives of identifiable intangible assets.

          Pro Forma Financial Information

          The following unaudited pro forma results of operations assume that the AHA Acquisition occurred at the beginning of the respective years, adjusted for the impact of certain AHA Acquisition-related items, such as additional depreciation expense of property, plant and equipment; additional amortization expense of identified intangible assets; additional interest expense on acquisition debt, net of bond premium amortization; reduced pension expense; recognition of write-up in cost of sales as inventory is sold and the related income tax effects. Income taxes are provided at the estimated statutory rate. This unaudited pro forma information should not be relied upon as necessarily being indicative of historical results that would have been obtained if the AHA Acquisition had actually occurred on that date, nor the results that may be obtained in the future.

69

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

Unaudited Pro Forma Financial Results	For the Twelve Months Ended
	December 31, 2007				December 31, 2006
Net Sales		$	489.0			$	446.0
Operating Income(Loss)			14.8				(7.9	)
Net Income (Loss)			(7.1	)			(22.1	)

          Acquisition-related costs

          During the predecessor period from January 1, 2007 to May 31, 2007, the Company expensed $1.1 of costs related to the AHA Acquisition. These costs, which are included in “Selling, General & Administrative Expenses”, consist of accounting, legal, insurance and other costs associated with the AHA Acquisition. A compensation charge of approximately $1.5 related to the accelerated vesting and buyout of stock options and the conversion of the deferred shares to equity was recorded as well as a mark-to-market charge of $0.2 related to redeemable shares was also recorded.

Note 4 — Subsequent Event — Acquisition of Marlin Firearms Company

          Remington completed its acquisition of all of the outstanding shares of Class A and Class B Common Stock (collectively, the “Shares”) of The Marlin Firearms Company (“Marlin”) on January 28, 2008 (the “Marlin Closing Date”), from the shareholders of Marlin (collectively, the “Marlin Sellers”) pursuant to a stock purchase agreement (the “Marlin Stock Purchase Agreement”) dated as of December 21, 2007 by and among Marlin, Remington, the Marlin Sellers party thereto, and Frank Kenna, III, solely in his capacity as the Shareholders’ Representative (the “Marlin Acquisition”). The Marlin Acquisition includes Marlin’s 100% ownership interest in H&R 1871, LLC (“H&R”).

          On the Marlin Closing Date, Remington acquired all of the capital stock of Marlin, consisting of 86,773 shares of issued and outstanding Class A Common Stock, par value $25 per share, and 760,936 shares of issued and outstanding Class B Common Stock, no par value, $0.01 stated value.

          Because the Marlin Acquisition was not completed until January 28, 2008, the results of operations of Marlin for the year ended December 31, 2007 are not included in the accompanying financial statements or the notes to the financial statements.

          The Marlin Acquisition is being accounted for as a business combination using the purchase method of accounting, in accordance with FASB 141, whereby the purchase price (including assumed liabilities) is allocated and pushed down to the assets acquired based on their estimated fair market values at the date of the Marlin Acquisition. As of the filing date of this Form 10-K, the purchase price allocations have not been finalized because the Company has not yet received the preliminary valuation data from the independent third party appraisers that were engaged to assist management and perform valuations of certain of the tangible and intangible assets acquired as of January 28, 2008.

          The total purchase price for the Marlin Acquisition was estimated to be approximately $47.6 (the “Purchase Price”), subject to certain Purchase Price reductions. The following is a summary of certain material transactions related to the closing of the Marlin Acquisition:

• Remington purchased the Shares and paid other related fees and expenses associated with the Marlin Acquisition with available cash on hand, funds available under existing credit facilities and an equity contribution provided by AHA to Remington through Remington’s parent, Holding. AHA owns 100% of Holding.

70

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

• Remington paid the Marlin Sellers aggregate consideration of $36.0 (the “Consideration”), of which $5.2 was deposited into an escrow account to secure certain indemnity obligations of the Marlin Sellers under the Marlin Stock Purchase Agreement (the “Escrow Amount”). Any unused portion of the Escrow Amount will be released to the Marlin Sellers in two equal portions on two dates that are twelve and eighteen months following the Marlin Closing Date.

• Remington paid approximately $5.3 of Marlin Acquisition related fees and expenses.

• At the Marlin Closing Date and on behalf of Marlin, Remington paid approximately $6.3 of borrowings under the Marlin Amended and Restated Commercial Revolving Line of Credit Agreement between Marlin and Webster Bank, National Association.

• The Consideration includes a reduction of $2.8 in respect of an estimate of underfunding of Marlin’s pension plan as of the Marlin Closing Date. If the actual amount of the underfunding of the Marlin pension plan as of the Marlin Closing Date is less than $2.8 as finally determined, Remington will increase the Consideration paid to the Marlin Sellers by the amount of such difference.

          In connection with the closing of the Marlin Acquisition, Remington entered into the Joinder Agreement and Supplement to Amended and Restated Credit Agreement (the “Joinder Agreement”) on January 28, 2008, by and among Remington and RA Brands, L.L.C., as the existing borrowers, Marlin and H&R, as the new borrowers, Wachovia Bank, National Association (“Wachovia”), in its capacity as administrative and collateral agent for various financial institutions (the “Lenders”), and such Lenders. Pursuant to the Joinder Agreement, each of Marlin and H&R became a “Borrower” under that certain Amended and Restated Credit Agreement by and among Remington, Wachovia, certain subsidiaries of Remington, and the lenders from time to time a party thereto, dated March 15, 2006 and as amended on May 31, 2007 and November 13, 2007.

Note 5 — Impairment Charges

          In accordance with SFAS 144, management assesses property, plant and equipment for impairment whenever facts and circumstances indicate that the carrying value amount may not be fully recoverable. In 2007, due to the application of purchase accounting as described in Note 1, whereas property, plant and equipment was adjusted to fair market value, management determined that there were no further facts and circumstances to indicate that the carrying value amount may not be fully recoverable. As a result, there were no impairment charges incurred in 2007.

          SFAS 142 indicates that if other types of assets (in addition to goodwill) of a reporting unit are being tested for impairment at the same time as goodwill, then those assets are to be tested for impairment prior to performing the goodwill impairment testing. Since there were no other assets of a reporting unit being tested for impairment in 2007, no SFAS 142 testing was deemed necessary.

          As of each year end December 31, 2006 and 2005, the Company performed evaluations for impairment in accordance with its policy and SFAS 144 on certain of its fixed assets and recorded associated impairment charges of $0.2 and $1.0 for the years ended December 31, 2006 and 2005, respectively, in the accompanying statement of operations. The evaluations in 2006 and 2005 were triggered from the Company completing its budget process for the fiscal 2007 and 2006 years and determining that certain assets would have a decline in the extent and manner in which they are currently being used due to changes in product offerings. Management compared the expected undiscounted cash flows from the fixed assets with the carrying value of these same fixed assets, and concluded that impairment existed. The resulting impairment charge was determined by the difference between the fair value estimated using a discounted cash flow model and the carrying value of the fixed assets.

          At December 31, 2006, the remaining carrying value associated with the Clay Targets reporting unit for trademarks, property and equipment are $1.8. As of September 30, 2006, the Company performed the required annual evaluation for impairment evaluation for goodwill and trademarks in accordance with the provisions of SFAS 142 and determined that there was no impairment.

          As of March 31, 2005, the Company performed an evaluation for impairment on its goodwill, trademarks, and fixed assets for the Clay Targets reporting unit and recorded associated impairment charges of $3.7 in the accompanying consolidated statement of operations, which were composed of goodwill impairment of $2.9, indefinite-

71

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

lived trademark impairment of $0.7, and property and equipment impairment of $0.1. The Clay Targets reporting unit is included in the All Other reporting segment in Note 22. The evaluation resulted from the Company being notified by the primary supplier of a critical raw material to the Company’s Clay Targets business that materials would not be supplied beginning in the third quarter of 2005. No alternative supplier has currently been located. Management considered the loss of the supplier a change in the business climate that created a specific “triggering event” necessitating such a review.

Note 6—Summary of Significant Accounting Policies

     Cash and Cash Equivalents:

          Cash and cash equivalents include demand deposits with banks and highly liquid investments with remaining maturities, when purchased, of three months or less.

     Inventories:

          Inventories are stated at the lower of cost or market. The cost of inventories is determined by the first-in, first-out (“FIFO”) method. Inventory costs associated with Semi-Finished Products and Finished Products include material, labor, and overhead; while costs associated with Raw Materials include only material. The Company provides inventory allowances for any excess and obsolete inventories.

          The AHA Acquisition resulted in a new basis for the value of the Company’s inventory. Accordingly, inventory was adjusted to its estimated fair value as of May 31, 2007, which was estimated to be approximately $30.5 over its previous net book value. Subsequent to May 31, 2007 and through December 31, 2007, approximately $28.7 has been recognized as a component of cost of goods sold. In addition, finished products inventory was adjusted down approximately $2.1 based on additional information relating to applying the purchase method of accounting.

     Supplies:

          The cost of supplies is determined by the average cost method adjusted to the lower of cost and market.

     Service and Warranty:

          The Company supports service and repair facilities for all of its firearm products, with the exception of its internationally sourced product lines, which are serviced and repaired by the Company’s third party vendors, in order to meet the service needs of its distributors, customers and consumers worldwide.

          The Company provides consumer warranties against manufacturing defects in all firearm products manufactured in the United States. Estimated future warranty costs are accrued at the time of sale. Product modifications or corrections are voluntary steps taken by the Company to assure proper usage or performance of a product by consumers. The cost associated with product modifications and/or corrections is recognized in accordance with Statement of Financial Accounting Standard No. 5, Accounting for Contingencies (“SFAS 5”), and charged to operations.

     Property, Plant and Equipment:

          Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is determined on a straight-line basis over the estimated lives of the assets. The estimated useful lives are principally 10 to 40 years for buildings and improvements, and 3 to 15 years for machinery and equipment. The AHA Acquisition resulted in a new basis for the value of the Company’s property, plant and equipment. Accordingly, property, plant and equipment was adjusted to its estimated fair value as of May 31, 2007, which was estimated to be approximately $37.7 over its previous net book value. Subsequent to May 31, 2007, property, plant and equipment was adjusted upward $0.3 based on additional information relating to applying the purchase method of accounting.

          In accordance with SFAS 144, management assesses property, plant and equipment for impairment whenever facts and circumstances indicate that the carrying amount may not be fully recoverable. To analyze recoverability,

72

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

management projects undiscounted future cash flows resulting from the use of the asset over the remaining life of the asset. If these projected cash flows are less than the carrying amount of the asset, an impairment loss is recognized, resulting in a write-down of property, plant and equipment with a corresponding charge to operating income. Any impairment loss is measured based upon the difference between the carrying amount of the asset and the present value of future cash flows. The Company uses a discount rate equal to its average cost of funds to discount the expected future cash flows. See Note 5 for impairment charges incurred in 2005 and 2006. There were no impairment charges in 2007.

          Maintenance and repairs are charged to operations, replacements and betterments are capitalized. Computer hardware and software costs under capital leases are amortized over the term of the lease. The cost and related accumulated depreciation applicable to assets sold or retired are removed from the accounts and the gain or loss on disposition is recognized in operations, included in the other income, net line item on the consolidated statement of operations.

          Interest is capitalized in connection with the construction of major projects. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s useful life. There was no capitalized interest in 2006 and 2007. In 2005, capitalized interest was less than $0.1.

     Goodwill, Goodwill Impairment, Intangible Assets and Debt Issuance Costs:

          Management assesses goodwill for impairment whenever facts and circumstances indicate that the carrying amount may not be fully recoverable. Each year the Company tests for impairment of goodwill according to a two-step approach. In the first step, the Company estimates the fair values of its reporting units using the present value of future cash flows approach, subject to a comparison for reasonableness to its market capitalization at the date of valuation. If the carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair values of all other net tangible and intangible assets of the reporting unit. If the carrying amount of the goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill. In addition, goodwill of a reporting unit is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. For other intangible assets, the impairment test consists of a comparison of the fair value of the intangible assets to their respective carrying amount. The Company uses a discount rate equal to its average cost of funds to discount the expected future cash flows. See Note 5 for impairment charges incurred in 2005. There was no goodwill or intangible assets deemed impaired as of December 31, 2007 and 2006. As part of the application of purchase accounting resulting from the AHA Acquisition, on May 31, 2007, the Company recorded an initial estimate associated with goodwill and identifiable intangible assets to each reporting segment of $67.0 and $73.9, respectively. Subsequent to May 31, 2007 and through December 31, 2007, goodwill has been adjusted downward approximately $6.0 and identifiable intangible assets has been adjusted downward approximately $0.9 based on additional information relating to applying the purchase method of accounting.

          Debt issuance costs are amortized over the life of the related debt or amendment. As a result of the AHA Acquisition, approximately $5.2 of existing debt acquisition costs were eliminated in purchase accounting. In addition, debt acquisition costs associated with obtaining waivers, consents and amendments in the amount of $4.2 related to the Notes and $1.0 related to the revolver were capitalized. Amortization expense for debt issuance costs in 2007, 2006, and 2005 was $1.5, $1.6, and $1.8, respectively, and is estimated to be approximately $1.6 in 2008, $1.6 in 2009, $1.4 in 2010, and less than $0.1 in 2011 based upon the expected maturities of the Amended and Restated Credit Agreement as described in Note 14.

     Financial Instruments:

          The Company does not use financial instruments for trading purposes. Financial instruments are used to manage well-defined commodity price risks and are considered hedges when certain criteria are met.

          All of the Company’s commodity option contracts are accounted for as cash flow hedges under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS

73

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

133”), as amended by Statement of Financial Accounting Standards No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities – an amendment of FASB Statement No. 133 (“SFAS 138”) and Statement of Financial Accounting Standards No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (“SFAS 149”). SFAS 133, as amended, requires that all derivative instruments be reported on the balance sheet at fair value and establishes criteria for designation and effectiveness of hedging relationships. The fair value of the Company’s cash flow hedges at the time of purchase are recorded on the balance sheet in the Prepaid Expenses and Other Current Assets line and the Other Noncurrent Assets line, and are marked to fair value at each balance sheet date. Unrealized gains and losses associated with these changes in fair value are recorded on the balance sheet as accumulated other comprehensive income in stockholder’s equity (deficit) and recognized in the statement of operations as a component of cost of goods sold when the related inventory is sold and associated revenue is recognized.

          To the extent that the Company’s cash flow hedges are deemed ineffective, under the criteria of SFAS 133, as amended, at hedging the commodity price risk, the portion of ineffectiveness would be required to be recognized in the statement of operations immediately. No ineffectiveness was recorded in 2007, 2006 or 2005.

          Market values of financial instruments were estimated in accordance with Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments (“SFAS 107”), and are based on quoted market prices, where available, or on current rates offered to the Company for debt with similar terms and maturities. Unless otherwise disclosed, the fair value of financial instruments approximates their recorded values. See Note 21.

     Stock Options:

          Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123R, Share-Based Payment (“SFAS 123R”). Because the Company is a debt registrant, it is considered a nonpublic company for purposes of applying SFAS 123R. Prior to the AHA Acquisition, all stock purchase and option plans outstanding were associated with common shares of Holding. In addition, because the shares underlying management’s stock options were accounted for by Holding as liabilities under Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (“SFAS 150”), the stock options were considered liabilities under SFAS 123R. Since the Company meets the definition of a private company and the stock options were considered liabilities, the Company was permitted to choose its valuation approach as a matter of accounting policy. The Company elected to account for its stock options using the intrinsic value method. SFAS 123R requires the Company to make this valuation at each balance sheet date and record any gain or loss in the Company’s consolidated statement of operations.

          The adoption on January 1, 2006 had no impact on the Company’s consolidated financial statements because at adoption, all issued options were out-of-the-money, as they all had an exercise price of $220.31 per share compared to a fair value of $160 per share. On January 1, 2006, the Company had two stock-based compensation plans, with 284 vested options and 12,621 unvested options. The 12,621 unvested options had a total weighted average remaining term of 4.2 years.

          As a result of the change in control as described in Note 3, the Company incurred $1.5 of compensation cost related to the remainder of the unvested Stock Options held by employees and directors of Remington and the conversion of deferred shares to equity held by employees of Remington, which was recorded in other income for the period ended May 31, 2007. On the Closing Date, all of the outstanding Stock Options immediately vested subject to the applicable change in control provisions in Holding’s 1999 Stock Incentive Plan and 2003 Stock Option Plan. Remington made option cancellation payments in the aggregate of approximately $0.7 on the Closing Date, which represents the purchase price of $330.47 per share less the strike price of $220.31 with respect to each Stock Option less related expenses, amounts placed in escrow and related taxes. In addition, on the Closing Date, the deferred shares were converted to equity and subsequently purchased by AHA.

           Prior to the effective date, the stock-based compensation plans were accounted for under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”) and related interpretations, and had adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (“SFAS 123”), as amended. Pro-forma information regarding the impact of total stock-

74

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

based compensation on net income for prior periods is also required by SFAS 123R. Under APB 25, generally no cost was recorded for stock options issued to employees unless the option exercise price was below fair value at the time options were granted. Since all options were granted at exercise prices equal to the estimated fair value of the underlying Common Stock, no compensation expense was ever recognized with respect to the grant of any outstanding stock options.

          Had compensation expense for such option grants been recognized under SFAS No. 123 based on the fair value of such options during the years ended December 31, 2005, the Company’s net loss on a pro forma basis would not have had a material impact on the Company and would have appeared as follows:

		2005
Net Loss	As Reported	$	(16.9	)
Add:	Stock-based employee compensation expense included in reported net loss, net of related tax effects		—
Deduct:	Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		—
Net Loss	Pro forma	$	(16.9	)

     Income Taxes:

          The Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes.” Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is recorded when it is more likely than not that the deferred tax asset will not be recognized.

          Effective January 2007, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 requires a company to evaluate whether the tax position taken by a company will more likely than not be sustained upon examination by the appropriate taxing authority. It also provides guidance on how a company should measure the amount of benefit that the company is to recognize in its financial statements. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company’s reassessment of our tax positions in accordance with FIN 48 did not have a material impact on our results of operations, financial condition or liquidity. The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense.

          The Company has a tax sharing agreement among Holding and its subsidiaries providing that consolidated federal and state tax liabilities are allocated among the members with positive taxable income. Therefore, the agreement does not provide for payment to Holding for losses that are availed of by the profitable members of the affiliated group. Because the Company files its income taxes in a consolidated tax return with AHA, the 100% owner of our sole stockholder, Holding, the cash taxes paid or received supplemental cash flow disclosure reflects the total impact of any cash taxes paid or received for the Company, as well as any cash taxes paid or received on behalf of Holding.

     Product Liability:

          The Company provides for estimated defense and settlement costs related to product liabilities when it becomes probable that a liability has been incurred and reasonable estimates of such costs are available in accordance with Statement of Financial Accounting Standards No. 5, Accounting for Contingencies (“SFAS 5”). The Company maintains insurance coverage for product liability claims, subject to certain policy limits and to certain self-insured retentions for personal injury or property damage relating to occurrences arising after December 1, 1993. The current insurance policy extends through November 30, 2008. Product liabilities are recorded at the Company’s best estimate

75

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

of the most probable exposure in accordance with SFAS 5, including consideration of historical payment experience and the self-insured retention limits. For the years ended December 31, 2007, 2006 and 2005, there were no recoveries recorded. The Company’s estimate of its liability for product liability cases and claims outstanding at December 31, 2007 and 2006 was $12.4 and $10.5, respectively. Management uses independent advisors in their determination of the accrual. Associated with product liability cases, the Company has also recorded a receivable in Other Noncurrent Assets of $3.7 and $0.6, respectively, at December 31, 2007 and 2006 for the estimated liabilities expected to be recovered through insurance coverage. The Company made total payments in 2007, 2006, and 2005 of $1.4, $3.2 and $1.5, respectively (including pre-Asset Purchase occurrences for which the Company assumed responsibility) related to defense and settlement costs. See Note 18.

          As December 31, 2007, product liability is discounted to its present value at a discount rate of 4.75%. The aggregate undiscounted product liability, net of estimated recoveries from insurance, at December 31, 2007 was $9.5. Expected payments for each of the five succeeding years and aggregate amount thereafter are:

Year	Amount
2008		$	3.1
2009			2.4
2010			1.6
2011			0.9
2012			0.5
Thereafter			1.2

     Workers Compensation:

          As December 31, 2007, workers compensation is discounted to its present value at a discount rate of 4.75%. The aggregate undiscounted product liability, net of estimated recoveries from insurance, at December 31, 2007 was $4.3. Management uses independent advisors in their determination of the accrual. Expected payments for each of the five succeeding years and aggregate amount thereafter are:

Year	Amount
2008		$	1.8
2009			1.1
2010			0.8
2011			0.5
2012			0.1
Thereafter			0.0

     Revenue Recognition:

          Sales, net of an estimate for discounts, returns, rebates and allowances, and related cost of sales are recorded in income when goods are shipped at which time risk of loss and title transfers to the customer in accordance with Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (“SAB 101”), as amended by Staff Accounting Bulletin No. 104, Revenue Recognition (“SAB 104”). Sales are presented net of Federal Excise Taxes of $27.2, $12.1, $37.4 and $34.0 for the successor period from June 1, 2007 through December 31, 2007, the predecessor period from January 1, 2007 through May 31, 2007, and the years ended December 31, 2006 and 2005, respectively.

          The Company has historically followed the industry practice of selling firearms in certain sales distribution channels pursuant to a “dating” plan, allowing the customer to purchase these products commencing in December (the start of the Company’s dating plan year) and to pay for them on extended terms. Discounts are offered for early payment under this plan. The Company believes that allowing extended payment terms for early orders helps to level out the demand for these otherwise seasonal products throughout the year and accordingly helps facilitate a more efficient manufacturing schedule. Historically, use of the dating plan has had the effect of shifting some firearms sales from the second and third quarters to the first and fourth quarters. As a competitive measure, the Company also offers

76

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

extended terms on select ammunition purchases. Use of the dating plans, however, also results in deferral of collection of accounts receivable. While we have historically followed the industry practice of selling products pursuant to a “dating” plan, we have commenced to shorten the duration of these terms in order to increase cash flow and working capital. Customers do not have the right to return unsold products.

     Shipping and Handling Costs:

          Shipping and handling costs are included in Selling, General and Administrative expense and are expensed as incurred. Shipping and handling costs totaled $7.9, $4.5, $12.3 and $12.4, for the successor period from June 1, 2007 through December 31, 2007, the predecessor period from January 1, 2007 through May 31, 2007, and the years ended December 31, 2006 and 2005, respectively.

     Advertising and Promotions:

          Advertising and promotional costs including print ads, commercials, catalogs, brochures and co-op are expensed during the year incurred. Advertising and promotional costs totaled $4.4 for the successor period from June 1, 2007 through December 31, 2007, $8.0 for the predecessor period from January 1, 2007 through May 31, 2007, $11.1 in 2006 and $10.5 in 2005. The Company licenses certain of its brands and trademarks. The income from such licensing was $2.3 for the successor period from June 1, 2007 through December 31, 2007, $1.2 for the predecessor period from January 1, 2007 through May 31, 2007, $3.6 in 2006 and $2.6 in 2005, which is reflected in Other Income, net.

     Research and Development Costs:

          Internal research and development costs including salaries, administrative expenses, building operating costs of our research and development facility, and related project expenses are expensed as incurred. Research and development costs totaled $3.6, $2.7, $6.4 and $5.9 for the successor period from June 1, 2007 through December 31, 2007, the predecessor period from January 1, 2007 through May 31, 2007 and the years ended December 31, 2006 and 2005, respectively.

     Self-Insurance:

          The Company is self-insured for elements of its employee benefit plans including, among others, medical, workers’ compensation and elements of its property and liability insurance programs, but limits its liability through stop-loss insurance and annual plan maximum coverage limits. Self-insurance liabilities are based on claims filed and estimates for claims incurred but not yet reported.

     Pension and Postretirement:

          The Company adopted Statement of Financial Accounting Standards No. 158, Accounting for Defined Benefit Pension and Other Postretirement Plans (“SFAS 158”) as of December 31, 2007. SFAS 158 requires the Company to recognize the funded status of its defined benefit post retirement plan in the Company’s statement of financial position. The funded status was previously disclosed in the notes to the Company’s financial statements, but differed from the amount recognized in the statement of financial position. SFAS 158 does not change the accounting for the Company’s defined contribution plan. The implementation of SFAS 158 had the effect of reclassifying approximately $13.6 of expected contributions to the plan to be made in 2008 from current to long-term liabilities.

     Use of Estimates:

          The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

77

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

     Recent Accounting Pronouncements:

          In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value, and expands disclosure requirements regarding fair value measurement. Where applicable, SFAS 157 simplifies and codifies fair value related guidance previously issued within GAAP. Although SFAS 157 does not require any new fair value measurements, its application may, in certain instances, change current practice. SFAS 157 is effective for us in 2008. We expect the impact, if any, of adopting SFAS 157 to be minimal on our results of operations, financial condition and liquidity.

          In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits an entity to elect fair value as the initial and subsequent measurement attribute for many financial assets and liabilities. Entities electing the fair value option would be required to recognize changes in fair value in earnings. Entities electing the fair value option are required to distinguish, on the face of the statement of financial position, the fair value of assets and liabilities for which the fair value option has been elected and similar assets and liabilities measured using another measurement attribute. SFAS 159 will become effective for the Company as of January 1, 2008. The adjustment to reflect the difference between the fair value and the carrying amount would be accounted for as a cumulative-effect adjustment to retained earnings as of the date of initial adoption. We expect the impact, if any, of adopting SFAS 159 to be minimal on our Consolidated Financial Statements.

          In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements an Amendment of ARB 51 (“SFAS 160”). This standard will improve, simplify, and converge internationally the reporting of noncontrolling interests in consolidated financial statements. SFAS 160 requires all entities to report noncontrolling (minority) interests in subsidiaries in the same way - as equity in the consolidated financial statements. Moreover, SFAS 160 requires that transactions between an entity and noncontrolling interests be treated as equity transactions. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the impact that adopting SFAS 160 will have on its results of operations, financial condition and equity.

          In December 2007, the FASB issued SFAS No. 141 (revised 2007) Business Combinations (“SFAS 141(R)”). SFAS 141(R) retains the fundamental requirements of the original pronouncement requiring that the purchase method be used for all business combinations. SFAS 141(R) defines the acquirer as the entity that obtains control of one or more businesses in the business combination, establishes the acquisition date as the date that the acquirer achieves control and requires the acquirer to recognize the assets acquired, liabilities assumed and any non-controlling interest at their fair values as of the acquisition date. SFAS 141(R) also requires that acquisition-related costs be recognized separately from the acquisition. SFAS 141(R) amends the goodwill impairment test requirements in SFAS 142. For a goodwill impairment test as of a date after the effective date of SFAS 141(R), the value of the reporting unit and the amount of implied goodwill, calculated in the second step of the test, will be determined in accordance with the measurement and recognition guidance on accounting for business combinations under SFAS 141(R). This change could effect the determination of what amount, if any, should be recognized as an impairment loss for goodwill recorded before the effective date of SFAS 141(R). This accounting will be required when SFAS 141(R) becomes effective (January 1, 2009 for the Company) and applies to goodwill related to acquisitions accounted for originally under SFAS 141 as well as those accounted for under SFAS 141(R). The Company has $61.0 of goodwill at December 31, 2007 related to previous business combinations. The Company has not determined what effect, if any, SFAS 141(R) will have on the results of its impairment testing subsequent to December 31, 2008.

Note 7—Concentrations of Credit Risk

          Concentrations of credit risk with respect to trade accounts receivable are generally insignificant, except as noted below, due to the large number of customers comprising the Company’s customer base. The Company reviews a customer’s credit history and, in most cases, financial condition before extending credit. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific customers, historical trends and other information. Bad debt expense, net of any recoveries, was ($0.1) in 2007 and $0.8 and ($0.1) for years ended 2006 and 2005, respectively. The allowance for doubtful accounts amounted to $0.7 as of December 31, 2007 and $1.2 as of December 31, 2006.

78

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

          Sales to the Company’s largest customer, Wal-Mart, comprised approximately 17% of sales in 2007, 18% of sales in 2006 and 17% of sales in 2005. No other customer accounted for sales equal to or greater than 10% of sales for the years presented. The accounts receivable balance from Wal-Mart comprised approximately 13% and 11% of total outstanding accounts receivable at December 31, 2007 and 2006, respectively.

          At December 31, 2007 and 2006, one other customer comprised approximately 11% and 12%, respectively, of the outstanding accounts receivable balance. No other customers accounted for accounts receivable greater than 10% at December 31, 2007 or 2006.

Note 8—Inventories

          At December 31, Inventories – net, consisted of the following:

	Successor		Predecessor
	2007		2006
Raw Materials	$	22.7	$	24.1
Semi-Finished Products		27.1		23.5
Finished Products		67.1		63.2
Total	$	116.9	$	110.8

Note 9—Property, Plant and Equipment

          At December 31, Property, Plant and Equipment consisted of the following:

	Successor		Predecessor
	2007		2006
Land	$	13.7	$	1.5
Building and Improvements		38.5		28.0
Equipment Leased Under Capital Leases		0.9		5.8
Machinery and Equipment		52.4		152.4
Construction in Progress		5.5		3.4
Subtotal		111.0		191.1
Less: Accumulated Depreciation		(8.3)		(121.8	)
Total	$	102.7	$	69.3

          Depreciation expense for the seven months ended December 31, 2007 was $8.3. Depreciation expense for the five months ended May 31, 2007 was $4.2. Depreciation expense for year-to-date periods December 31, 2006 and 2005 were $10.0, and $9.6, respectively. Accumulated depreciation on assets leased under capital leases was $0.2 and $4.8 as of December 31, 2007 and 2006, respectively.

Note 10—Goodwill and Other Intangible Assets

          The carrying amount of goodwill and identifiable intangible assets attributable to each reporting segment is outlined in the following tables. As disclosed in Note 5, the Company recorded impairment charges related to goodwill and identifiable intangible assets associated with its Clay Targets business in March 2005. No other impairment provisions were necessary during 2007, 2006 or 2005.

79

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

          The carrying amount of goodwill and identifiable intangible assets attributable to each reporting segment are outlined in the following tables:

	Successor		Predecessor
Goodwill	December 31, 2007		December 31, 2006
Firearms	$	29.7	$	12.8
Ammunition		14.5		5.2
All Other		16.8		—
Total	$	61.0	$	18.0

	Successor			Predecessor
Identifiable Intangible Assets	December 31, 2007			December 31, 2006
Firearms	$	46.8		$	20.4
Ammunition		10.5			19.4
All Other		15.7			1.3
Total		73.0			41.1
Less: Accumulated Amortization		(1.4	)		—
Total	$	71.6		$	41.1

          As part of the application of purchase accounting, the Company recorded an initial estimate associated with goodwill and identifiable intangible assets to each reporting segment of $67.0 and $73.9, respectively. Subsequent to that, net adjustments of ($6.0) were made to the initial estimate of goodwill to decrease the balance to $61.0 and net adjustments of ($0.9) were made to identifiable intangible assets to decrease the balance to $73.0.

          The following table is a summary of the initial preliminary estimate as well as subsequent adjustments and accumulated amortization by major intangible asset:

	June 1, 2007 Balance				Net Adjustments				Dec. 31, 2007 Balance				Accumulated Amortization				Net Balance				Amortization Period
Goodwill		$	67.0			$	(6.0	)		$	61.0				N/A			$	61.0		Indefinite
Identifiable Intangible Assets
Tradenames and Trademarks		$	39.4			$	—			$	39.4				N/A			$	39.4		Indefinite
Customer Relationships			26.4				(0.9	)			25.5				(0.8	)			24.7		20 Years
License Agreements			8.4				—				8.4				(0.7	)			7.7		7 Years
Internally Developed Software			0.1				—				0.1				—				0.1		2 Years
Leasehold Interest			(0.4	)			—				(0.4	)			0.1				(0.3	)	3.5 Years
Total Identifiable Intangible Assets		$	73.9			$	(0.9	)		$	73.0			$	(1.4	)		$	71.6

          We estimate annual amortization for identifiable intangible assets over the next five calendar years to be as follows:

Year	Amount
2008		$ 2.4
2009		2.4
2010		2.4
2011		2.5
2012		2.5

80

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

Note 11—Other Accrued Liabilities

          At December 31, Other Accrued Liabilities consisted of the following:

	Successor		Predecessor
	2007		2006
Retiree Benefits	$	0.8	$	18.6
Marketing		10.4		9.2
Healthcare Costs		5.1		6.1
Workers Compensation		1.8		4.5
Incentive Compensation		6.8		2.1
Other		10.0		11.8
Total	$	34.9	$	52.3

Note 12—Warranty Accrual

          The Company provides consumer warranties against manufacturing defects on all firearm products manufactured in the United States. Estimated future warranty costs are accrued at the time of sale, using the percentage of actual historical repairs to shipments for the same period, which is included in other accrued liabilities. Product modifications or corrections are voluntary steps taken by the Company to assure proper usage or performance of a product by consumers. The cost associated with product modifications and or corrections are recognized in accordance with SFAS 5, and charged to operations. Activity in the warranty accrual consisted of the following for the periods:

	Successor			Predecessor
	June 1- December 31, 2007			January 1- May 31, 2007			Year ended December 31, 2006
Beginning warranty accrual	$	0.7		$	0.8		$	0.8
Current period accruals		1.3			1.0			2.7
Current period charges		(1.3	)		(1.1	)		(2.7	)
Ending warranty accrual	$	0.7		$	0.7		$	0.8

          In addition to our warranty accrual, we have a nationwide product safety program under which we offer to clean, inspect and modify certain bolt action centerfire firearms manufactured prior to 1982 to remove the bolt-lock feature. As of December 31, 2007 and 2006, our accrual for the costs of the product safety program was less than $0.1.

Note 13—Retiree Benefits

     Defined Benefit Pension Plans:

          Adoption of SFAS No. 158:

          The Company sponsors a defined benefit pension plan (the “Plan”) and a supplemental defined benefit pension plan (the “SERP”). For disclosure purposes, the Plan and the SERP have been combined. On December 31, 2007 the Company adopted SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132R (“SFAS 158”). SFAS 158 requires the Company to recognize the funded status of its defined benefit post retirement plan in the Company’s statement of financial position. The funded status was previously disclosed in the notes to the Company’s financial statements, but differed from the amount recognized in the statement of financial position. SFAS 158 does not change the accounting for the Company’s defined contribution plan.

81

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

          The adoption of SFAS 158 had the following effect on the Company’s statement of financial position as of December 31, 2007 related to the Plan and the SERP. There was no impact on the Company’s Postretirement Benefit Obligation:

	As of December 31, 2007
	Prior to adoption of FASB 158	Effect of adopting FASB 158				As Adjusted
Current Liability for Pension Benefits	$ 13.8		($	13.6	)		$	0.2
Long-term Liability for Pension Benefits	$ 13.5		$	14.6			$	28.1

          The adoption of SFAS 158 did not affect the Company’s statement of operations for the year ended December 31, 2007, or any prior periods.

          Pension Curtailment:

          As part of a new collective bargaining agreement reached on October 26, 2007, an amendment was made to the Plan for our hourly paid employees to be effective January 1, 2008 (the “2007 Amendment”). In addition, on October 9, 2006, the Company’s Board of Directors approved amendments to the Plan and the SERP for our salaried employees (the “2006 Amendments”) also to be effective January 1, 2008. As a result of the amendments made to the Plan and SERP, as approved by the Board of Directors since 2006, all future benefits were frozen as of January 1, 2008. For service accrued up to January 1, 2008, the pension calculations did not change. The amendments resulted in the Company recognizing curtailment gains of $6.4 and $7.4 in 2007 and 2006, respectively.

          Impact of Purchase Accounting:

          The AHA Acquisition resulted in a new basis for the value of the Plan and the SERP. Accordingly, the Company increased its estimated liability to equal the estimated difference between the fair value of plan assets and the estimated projected benefit obligation in connection with applying the purchase method of accounting. As of May 31, 2007, this resulted in increasing the liability for the Plan by $9.0 and the SERP by $0.2. The Company utilized the actuarial pension assumptions from December 31, 2006, including a discount rate of 6.0%.

          In connection with the AHA Acquisition, the obligations and assets related to our pension plans were valued at fair value as of May 31, 2007, the date of AHA Acquisition, using a discount rate of 6.0%, as follows:

Benefit Obligations at Fair Value	$	182.2
Assets held by defined benefit pension plan, at fair value		148.6
Excess of benefit obligations over assets		33.6
Less previously recorded benefit plan obligations recorded by predecessor		(24.4	)
Adjustment to benefit plan obligation	$	9.2

82

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

          Results at December 31, 2007:

          The following provides a reconciliation of benefit obligations, plan assets and funded status of the Plan and the SERP:

Change in Benefit Obligation:

	Successor		Predecessor
	June 1- December 31, 2007		January 1- May 31, 2007			2006
Benefit Obligation at Beginning of Period	$	182.2	$	178.7		$	176.1
Service Cost		2.9		2.0			5.1
Interest Cost		6.3		4.4			10.0
Plan Amendments/Curtailment		(6.4)		—			(7.4	)
Actuarial Assumption Changes		(1.0)		—			(6.1	)
Actuarial (Gain)/Loss		1.0		—			6.9
Benefits Paid		(4.9)		(2.9	)		(5.9	)
Benefit Obligation at End of Period	$	180.1	$	182.2		$	178.7

          Change in Plan Assets:

	Successor		Predecessor
	June 1- December 31, 2007		January 1- May 31, 2007			2006
Fair Value of Plan Assets at Beginning of Period	$	148.6	$	135.1		$	117.4
Actual Return on Plan Assets		(3.0)		10.5			16.1
Employer Contributions		11.1		5.9			8.1
Benefits Paid and Expenses		(4.9)		(2.9	)		(6.5	)
Fair Value of Plan Assets at End of Period	$	151.8	$	148.6		$	135.1

	Successor		Predecessor
	June 1- December 31, 2007		January 1- May 31, 2007			2006
Funded Status	$	(28.3)	$	(33.6	)	$	(43.6	)
Unamortized Prior Service Cost		—		—			(0.4	)
Unrecognized Net Actuarial Loss		—		—			17.5
Net amount recognized in the balance sheet	$	(28.3)	$	(33.6	)	$	(26.5	)

Amounts recognized in the balance sheet as of:

	Successor		Predecessor
	December 31, 2007		May 31, 2007			2006
Accrued Benefit Liability	$	(28.3)	$	(33.6	)	$	(36.0	)
Accumulated other comprehensive income		5.4		—			9.5
Deferred Tax Assets		3.3		—			—
Net Amount Recognized	$	(19.6)	$	(33.6	)	$	(26.5	)

          The accrued benefit liability is recorded on the consolidated balance sheet in the “Retiree Benefits, net of Current Portion,” as well as in the “Other Accrued Liabilities” line item as described in Note 11.

83

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

          Following is certain information about our pension plans that have accumulated benefit obligations in excess of the fair value of their plan assets as of:

	Successor		Predecessor
	December 31, 2007		May 31, 2007		2006
Projected benefit obligation	$	180.1	$	182.2	$	178.7
Accumulated benefit obligation		180.1		174.7		171.1
Fair value of plan assets		151.8		148.6		135.1

Components of Net Periodic Pension Cost:

	Successor			Predecessor
	2007			2007			2006			2005
	June 1 – December 31			January 1 – May 31			December 31			December 31
Service Cost	$	2.9		$	2.0		$	5.1		$	5.0
Interest Cost		6.3			4.4			10.0			9.5
Return on Assets		(6.7	)		(4.4	)		(9.7	)		(8.7	)
Amortization of Prior Service Cost		—			(0.1	)		(0.9	)		(0.2	)
Recognized Net Actuarial Loss		0.9			2.0			7.2			5.9
Net Periodic Pension Cost		3.4			3.9			11.7			11.5
Curtailment Gain		(6.4	)		—			(7.4	)		—
Total Cost	($	3.0	)	$	3.9		$	4.3		$	11.5

Weighted average assumptions used to determine net periodic benefit cost for years ended December 31:	2007			2006			2005
Discount Rate		6.25	%		5.75	%		6.00	%
Expected Long-Term return on plan assets		8.00			8.00			8.00
Rate of Compensation Increase		4.00			4.00			4.00

Weighted average assumptions used to determine benefit obligations at December 31:	2007			2006			2005
Discount Rate		6.00	%		6.00	%		5.75	%
Rate of Compensation Increase		4.00			4.00			4.00

          Our policy is to review the pension assumptions annually. Pension benefit income or expense is determined using assumptions as of the beginning of the year, while the funded status is determined using assumptions as of the end of the year. The assumptions are determined by management and established at the respective balance sheet date using the following principles: (1) The expected long-term rate of return on plan assets is established based upon historical actual asset returns and the expectations of asset returns over the expected period to fund participant benefits based on the current investment mix of the Plan; (2) The discount rate is set based on the yield of high quality fixed income investments expected to be available in the future when cash flows are paid; and (3) The rate of increase in compensation levels is established based on management’s expectations of current and foreseeable future increases in total eligible compensation, while maintaining a consistent inflation component for all economic assumptions. In addition, management considers advice from independent actuaries on each of these three assumptions.

          Our investment strategy for Plan assets is based on the long-term growth of principal while attempting to mitigate overall risk to ensure that funds are available to pay benefit obligations. The Plan has adopted a strategic asset allocation designed to meet the Plan’s long-term obligations. The Plan’s assets are invested in a variety of investment classes, including domestic and international equities, domestic and international fixed income securities and other investments. Allowable investment structures include mutual funds, separate accounts, commingled funds, and collective trust funds. Prohibited investments are defined as commodities, private placements, and derivative instruments used solely for leverage. In 2007 and 2006, upon recommendation of the Company’s investment advisors,

84

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

the Company’s Benefits and Investments Committee elected to invest in certain private investment (hedge) funds that are deemed permitted under the Company’s current investment strategy. These private investment funds are not currently subject to any direct regulation by the Securities and Exchange Commission, the National Association of Securities Dealers, or any other federal regulating commissions.

          The Plan weighted average asset allocations at December 31, 2007 and 2006 by asset category are as follows:

	Target Allocations						Actual Allocations
	2007			2006			2007			2006
Asset Category:
Domestic equity funds		50.0	%		50.0	%		43.0	%		47.0	%
International equity funds		15.0			15.0			16.0			18.0
Domestic fixed income funds		20.0			20.0			19.0			17.0
International fixed income funds		5.0			5.0			5.0			5.0
Private investment (hedge) funds		10.0			10.0			12.0			12.0
Cash and cash equivalents		—			—			5.0			1.0
Total		100.0	%		100.0	%		100.0	%		100.0	%

Anticipated Contributions:

          The Company expects to make cash contributions of approximately $13.6 to the Plan during the 12 months ending December 31, 2008.

          Estimated Future Benefit Payments — Following is a summary, as of December 31, 2007, of the estimated future benefit payments from the Plans to our retirees in each of the next five fiscal years and in the aggregate for five fiscal years thereafter.

2008	$  7.7
2009	8.5
2010	9.3
2011	10.0
2012	10.9
Years 2013-2017	61.6

Savings Plans:

          Prior to January 1, 2006, the Company sponsored a qualified defined contribution plan and matched 50% of a participant’s contributions up to a maximum of 6% of a participant’s compensation. All employees hired after May 31, 1996 were also eligible for a discretionary contribution. The Company’s matching expense and contribution to this plan was approximately $0.4 in 2007, approximately $0.5 in 2006 and approximately $1.5 in 2005.

          Effective January 1, 2006, the Company established a second qualified defined contribution plan that matches 100% of the first 4% of a participant’s contributions of a participant’s compensation (the “401(k) Plan”). All employees hired after May 31, 1996 were also eligible for a discretionary contribution. The 401(k) Plan includes the employees of the Company not covered under the collective bargaining agreement in Ilion, New York. The Company’s matching expense and contribution to this plan was approximately $1.9 in 2007 and $1.7 in 2006. The existing qualified defined contribution plan that matches 50% of a participant’s contributions up to a maximum of 6% of a participant’s compensation remains for all employees not included in the 401(k) Plan.

85

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

          Effective January 1, 1998, the Company adopted a non-qualified defined contribution plan. The Company’s matching expense and contribution was $0.0 in 2007, $0.1 in 2006, and approximately $0.2 in 2005. This plan was amended in 2006 to allow participants to make an election to receive a distribution of their full accounts balance. On January 16, 2007, $2.1 was distributed to the participants.

Postretirement Benefit Plan:

          The Company sponsors an unfunded postretirement defined benefit plan which provides certain employees and their covered dependents and beneficiaries with retiree health and welfare benefits.

          Impact of Purchase Accounting:

          The AHA Acquisition resulted in a new basis for the value of the postretirement defined benefit plan. Accordingly, the Company decreased its estimated liability to equal the estimated projected benefit obligation in connection with applying the purchase method of accounting. This resulted in decreasing the liability for the plan by $9.5.

Change in Benefit Obligation:

	Successor			Predecessor
	June 1- December 31, 2007			January 1- May 31, 2007			2006
Benefit Obligation at Beginning of Year	$	15.3		$	15.6		$	22.6
Service Cost		0.3			0.2			0.7
Interest Cost		0.5			0.4			1.3
Amendments		—			—			(6.1	)
Actuarial Loss		(0.6	)		(0.4	)		(1.8	)
Benefits Paid		(0.3	)		(0.5	)		(1.1	)
Benefit Obligation at End of Year	$	15.2		$	15.3		$	15.6

Accrued Benefit Cost:

	Successor			Predecessor
	June 1- December 31, 2007			January 1- May 31, 2007			2006
Unfunded Status	$	(15.2	)	$	(15.3	)	$	(15.6	)
Unrecognized Net Actuarial Loss (Gain)		—			0.5			0.9
Unrecognized Prior Service Cost		—			(10.0	)		(10.5	)
Accrued Postretirement Benefit Obligation	$	(15.2	)	$	(24.8	)	$	(25.2	)

     The accrued postretirement benefit obligation is recorded on the consolidated balance sheet in the “Retiree Benefits, net of Current Portion” line.

86

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

Components of Net Periodic Benefit Cost for the year ended December 31:

	Successor			Predecessor
	2007			2007			2006		2005
	June 1 – December 31			January 1 – May 31			December 31		December 31
Service Cost	$	0.2		$	0.2		$	0.7	$	0.6
Interest Cost		0.5			0.4			1.3		1.3
Net Amortization and Deferral		(0.7	)		(0.5	)		0.1		—
Net Periodic Benefit Cost	$	0.0		$	0.1		$	2.1	$	1.9

Weighted average assumptions used to determine net periodic benefit cost for years ended December 31:

	Successor		Predecessor
	2007		2007		2006		2005
Discount Rate	6.00	%	6.00	%	5.75	%	6.00	%
Rate of compensation increase	4.00	%	4.00	%	4.00	%	4.00	%

Assumed Healthcare cost trend rates at December 31:

	2007		2006		2005
Healthcare cost trend rate assumed for next year	10.00	%	10.00	%	7.30	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	4.25	%	4.25	%	3.00	%
Year that the rate reaches the ultimate trend rate	2012		2011		2011

Weighted average assumptions used to determine benefit obligations at December 31:

	Successor		Predecessor
	2007		2007		2006		2005
Discount Rate	6.00	%	6.00	%	5.75	%	6.00	%
Rate of compensation increase	4.00	%	4.00	%	4.00	%	4.00	%

          Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage point change in assumed health care cost trend rates would have the following effects:

	1-Percentage Point Increase		1-Percentage Point Decrease
Effect on total of service and interest cost		$—		$—
Effect on accumulated postretirement benefit obligation		—		—

          Estimated Future Benefit Payments — Following is a summary, as of December 31, 2007, of the estimated future benefit payments for our postretirement benefit plan in each of the next five fiscal years and in the aggregate for five fiscal years thereafter.

2008	$	0.6
2009		0.7
2010		0.8
2011		0.9
2012		1.1
Years 2013-2017		6.1

87

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

Note 14—Debt

          Short-term debt of $3.5 and $3.1 at December 31, 2007 and 2006, respectively, consists of an unsecured, fixed interest agreement for financing the Company’s insurance premiums. The interest rate under this agreement was 4.9% and 5.5% at December 31, 2007 and 2006, respectively.

          Long-term debt at December 31, 2007 and 2006 consisted of the following:

	Successor			Predecessor
	2007			2006
Revolving Credit Facility		$	—		$	19.4
10.5% Senior Subordinated Notes due 2011			203.2			200.0
Term Loan			25.0			—
Capital Lease Obligations (Note 15)			0.7			1.1
Due to RACI Holding, Inc.			0.9			0.9
Subtotal			229.8			221.4
Less: Current Portion			4.8			0.4
Total		$	225.0		$	221.0

          The AHA Acquisition resulted in a new basis of the value of the Company’s 10½% Senior Subordinated Notes due 2011 (the “Notes”). Accordingly, the Notes were adjusted to their estimated fair value of $203.8 as of May 31, 2007 estimates. The premium associated with the adjustment will be amortized into interest expense over the remaining term of the debt. In addition, approximately $5.2 of existing debt acquisition costs were eliminated in purchase accounting as a result of the AHA Acquisition. Debt acquisition costs associated with obtaining waivers, consents and amendments in the amount of $4.2 related to the Notes and $1.0 related to the revolver have been capitalized.

          On March 15, 2006, the Company entered into the Amended and Restated Credit Agreement, which replaced the credit agreement, dated as of January 24, 2003, as amended through October 14, 2005, among Remington, RA Factors, Inc., Wachovia, as Agent, and the lenders from time to time party thereto (the “2003 Credit Agreement”). Existing fees of approximately $1.4 that were previously capitalized as debt issuance costs were written off as part of the $5.2 of debt issuance costs written off related to the AHA Acquisition as discussed above.

          The Company’s Amended and Restated Credit Agreement provides up to $155.0 of borrowings under an asset-based senior secured revolving credit facility through June 30, 2010. Amounts available under the Amended and Restated Credit Agreement are subject to a borrowing base limitation based on certain percentages of eligible accounts receivable and eligible inventory in addition to the minimum availability requirement described below. The Amended and Restated Credit Agreement also includes a letter of credit sub-facility of up to $15.0, under which the Company has aggregate outstanding letters of credit of $4.4 as of December 31, 2007.

Waivers/Amendments to Amended and Restated Credit Agreement

          As of May 31, 2007, Remington entered into the First Amendment to the Amended and Restated Credit Agreement by and among Remington, Wachovia, and the lenders from time to time parties thereto (the “First Amendment”), which amended the Amended and Restated Credit Agreement (the “Credit Agreement”), by and among the same parties and RA Factors, Inc., which was merged with and into Remington as of December 31, 2006 and is thus not a separate and distinct party to the First Amendment. The First Amendment memorializes the consent of Wachovia and the lenders to the AHA Acquisition (and waiver of any event of default in connection with the AHA Acquisition) and modifies certain terms and conditions of the Credit Agreement. Capitalized terms used and not defined herein have the meanings set forth in the Amended and Restated Credit Agreement.

88

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

          Key terms of the First Amendment include the following:

(1)	Amending the definition of Applicable Margin so that the interest margin applicable to loans under the Credit Agreement, as amended, is based on Average Excess Availability, which is defined in the First Amendment as the amount obtained by adding the aggregate Excess Availability at the end of each day during the period in question and dividing such sum by the number of days in such period;
(2)	Amending the definition of Minimum Availability Condition to be fixed at $20.0;
(3)	Amending the definition of Change of Control so that it relates to AHA rather than the CDR Fund and BRS Fund;
(4)	Increasing the maximum amount of Settlement Loans that may be obtained from Wachovia under the Credit Agreement, as amended, from $5.0 to $10.0;
(5)	Amending the types of permitted transactions between Remington and Affiliates to include certain transactions between Remington and AHA and AHA’s Affiliates;
(6)	Amending the types of Restricted Payments that may be made by Remington so that Remington could, among other things, make a Distribution to Holding to pay certain expenses in connection with the AHA Acquisition and repay the total outstanding amount of the Holding Notes;
(7)	Eliminating the minimum consolidated EBITDA requirement during the Availability Test Period; and
(8)	Amending the Availability Test Period so that the termination coincides with the Commitment Termination Date.

Second Amendment to Credit Facility

          On November 13, 2007, we entered into the Joinder Agreement, Second Amendment and Supplement to Amended and Restated Credit Agreement by and among Remington, RA Brands, L.L.C., Wachovia, and the lenders (the “Second Amendment”), which amended the Credit Agreement, among the same parties and RA Factors, Inc., as amended on May 31, 2007 by the First Amendment, among the same parties other than RA Factors, Inc., which was merged with and into Remington as of December 31, 2006 and is therefore not a separate and distinct party to the First Amendment or the Second Amendment. The Second Amendment modifies certain terms and conditions of the Credit Agreement and the First Amendment. Capitalized terms used and not defined herein have the meanings set forth in the Credit Agreement, the First Amendment and the Second Amendment.

          The Second Amendment amended certain terms of the Credit Agreement, as previously amended by the First Amendment, including by:

(1)	Adding a $25.0 Term Loan Commitment against the Remington Trademarks at an interest rate of LIBOR (which was 6.84% at December 31, 2007) plus 200 basis points with monthly principal payments of $0.5, plus interest, beginning May 1, 2008 and continuing on the first day of each month thereafter, the final installment of which shall be in an amount equal to such Lender’s Pro Rata share of the remaining principal balance of the Term Loan and shall be payable on the Commitment Termination Date;
(2)	Increasing the maximum commitment of the Revolving Credit Facility from $140.0 to $155.0 while keeping intact the interest rate margins as established by the First Amendment;
(3)	Increasing the Sub-limit from $70.0 on the Inventory Formula Amount to $77.5;
(4)	Amending the definition of Minimum Availability Condition from $20.0 to $27.5;
(5)	Amending the dollar amounts of Average Excess Availability by between $2.0 and $5.0, depending on the tier, to which the Applicable Margin for the Euro-Dollar Loans and Base Rate Loans applies; and
(6)	Adding RA Brands, L.L.C. as a new borrower under the Credit Agreement and releasing RA Brands, L.L.C. from its obligations under the Subsidiary Guaranty previously executed by RA Brands, L.L.C.

89

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

          We executed the Second Amendment to provide additional capacity and flexibility to support strategic initiatives including, but not limited to, factory improvements, penetration of certain sales channels, new product development, one or more potential acquisitions and other corporate purposes.

          In connection with the closing of the Marlin Acquisition, and pursuant to the Joinder Agreement, each of Marlin and H&R became a “Borrower” under the Amended and Restated Credit Agreement.

          The interest rate margin for the ABR and the Euro-Dollar loans at December 31, 2007 was (0.50%) and 1.00%, respectively. The interest rate under the Company’s Term Loan is LIBOR plus 200 basis points, which at December 31, 2007 was 6.84%. The weighted average interest rate under the Company’s outstanding credit facility was 7.09% and 7.60% for the year-to-date periods ended December 31, 2007 and 2006, respectively.

          As of December 31, 2007 approximately $59.9 in additional borrowings beyond the minimum availability requirement of $27.5 was available as determined pursuant to the Amended and Restated Credit Agreement.

          The Notes became redeemable at the option of the Company, in whole or in part, any time on or after February 1, 2007. The redemption price range of the principal amount in 2008 is 103% and 100% in the year 2009 and thereafter. The Notes are unsecured senior obligations of the Company that are contractually pari passu with all existing and future senior indebtedness, if any, of the Company, but are effectively subordinate to secured indebtedness, including its indebtedness under the Amended and Restated Credit Agreement to the extent of the assets securing such indebtedness.

          The indenture for the Notes, dated as of January 24, 2003, among the Company, U.S. Bank National Association, as trustee, and RA Brands, as guarantor, (the “Indenture”) and the Amended and Restated Credit Agreement, as amended by the First Amendment and the Second Amendment, contain various restrictions on the Company’s ability to incur debt, pay dividends and enter into certain other transactions. In addition, the Indenture permits repurchases of the Notes on the open market, subject to a $20.0 limitation contained in the Amended and Restated Credit Agreement. On November 13, 2007, RA Brands was released as a guarantor of the Company’s indebtedness under the Indenture.

     Amendments to Indenture

          On May 17, 2007, Remington, as issuer, RA Brands, as guarantor, and U.S. Bank National Association, as trustee, entered into a supplemental indenture (the “Supplemental Indenture”) that became effective on the Closing Date and amended the existing Indenture. The Supplemental Indenture gives effect to the amendments described in the Consent Solicitation Statement, dated May 1, 2007, as supplemented by the Supplement, dated May 16, 2007, pursuant to which Remington conducted its consent solicitation with respect to the Notes to amend certain provisions of the Indenture.

          The Supplemental Indenture amended the Indenture in the following ways:

(i)

The term “Permitted Holder,” for the purpose of determining whether a “Change of Control” has occurred under the Indenture, now includes Cerberus-related persons rather than persons related to former equity owners of Holding, and as a result, the AHA Acquisition (and certain other transactions, so long as any Permitted Holder retains voting control (subject to certain exceptions) of Remington and the specified composition of the board of directors of Remington is maintained, each as described in the definition of Change of Control in the Indenture, as amended by the Supplemental Indenture) does not constitute a Change of Control under the Indenture and the holders of the Notes have no put right as a result of the AHA Acquisition (or such other transactions);

(ii)

Cerberus replaced the former “Sponsors” under the Indenture and thus Remington is permitted to make the payments to Cerberus and its affiliates that it was permitted to make to the former Sponsors and their affiliates under the Indenture, with the exception of the annual management fee, which was permitted pursuant to certain pre-existing consulting agreements with the former Sponsors;

90

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

(iii)	The carve-outs relating to Permitted Holders in sub-section (ii) of the definition of the term “Change of Control” were deleted; and
(iv)	The term “Transaction” and related references, including a related restricted payment exception, was eliminated from the Indenture.

Note 15—Leases

          Future minimum lease payments under capital leases and noncancellable operating leases, together with the present value of the net minimum capital lease payments at December 31, 2007, are as follows:

	Capital Leases		Operating Leases
Minimum Lease Payments for Years Ending December 31:
2008	$	0.4	$	1.2
2009		0.2		1.1
2010		0.1		1.0
2011		—		—
2012		—		—
Thereafter		—		—
Total Minimum Lease Payments		0.7	$	3.3
Less: Amount representing interest		—
Present Value of Net Minimum Lease Payments	$	0.7

          Rental expenses for operating leases for the seven months ended December 31, 2007 was $0.9. Rental expenses for operating leases for the five months ended May 31, 2007 was $0.6. Rental expenses for operating leases for year-to-date periods December 31, 2006 and 2005 were $1.5 and $1.8, respectively. The Company leases a portion of its equipment under operating leases that expire at various dates through 2011.

Note 16—Stock Purchase, Option Plans and Restricted Stock Awards

          As a result of the change in control as described in Note 3, the Company incurred $1.5 and $0.3 of compensation cost in 2007 and 2006, respectively, related to the remainder of the unvested Stock Options held by employees and directors of Remington and the deferred shares held by employees of Remington. On the Closing Date, all of the outstanding Stock Options immediately vested subject to the applicable change in control provisions in Holding’s 1999 Stock Incentive Plan and 2003 Stock Option Plan. Remington made option cancellation payments in the aggregate of approximately $0.7 on the Closing Date, which represents the purchase price of $330.47 per share less the strike price of $220.31 with respect to each Stock Option less related expenses, amounts placed in escrow and related taxes. In addition, on the Closing Date the deferred shares were converted to equity and subsequently purchased by AHA.

          As a result of a merger of AHA and another Cerberus portfolio company in December 2007, certain restricted units in this other Cerberus portfolio company were converted to performance-based and service-based restricted common stock of AHA. As these shares were provided to individuals that are now employees of Remington and the vesting of such shares are based on their employment with Remington, any compensation expense related to the remaining vesting period will be recognized by Remington. The 180,733 unvested common shares vest based on achievement of certain service and performance criteria at various times through 2010.

Note 17—Investment in Unconsolidated Joint Venture

          The Company entered into a joint venture agreement with ELSAG, Inc., an unaffiliated third party, which formed the joint venture Remington ELSAG Law Enforcement Systems, LLC (“RELES”) in August 2004. RELES sells and services mobile license plate reading technology products sold to state and local law enforcement agencies along with certain federal agencies. The agreement provided Remington a 50% ownership interest. The agreement

91

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

called for each member to invest 50% of required capital investments and receive 50% of distributions, with an original maximum contribution amount of $1.5 by each party.

          Since inception, the Company had made a total of $1.5 (no contributions were made during 2007) in cumulative cash contributions to RELES and, accordingly, the Company had no more contractual commitments to fund RELES.

          Management assessed the accounting treatment of RELES under the provisions of FASB Interpretation No. 46R, Consolidation of Variable Interest Entities (revised December 2003) – an interpretation of ARB No. 51 (“FIN 46R”), and APB 18, The Equity Method of Accounting for Investments in Common Stock (“APB 18”), and concluded that RELES was a variable interest entity. However, as the Company was not the primary beneficiary, RELES was accounted for under the equity method of accounting. Accordingly, an investment was recognized on the Company’s balance sheet (included in “Other Noncurrent Assets”) at the carrying value of the Company’s cumulative cash contributions to RELES adjusted for the Company’s cumulative equity in losses recorded on the Company’s statement of operations, and the Company’s 50% share of RELES’s operating results was recorded in the Company’s statement of operations (included in “Equity in Losses from Unconsolidated Joint Venture”) during each period that RELES produced financial results. If the Company’s share of cumulative net losses exceeded the investment in RELES, the Company discontinued recognition of net losses in accordance with APB 18 since the Company did not guarantee or was not otherwise committed to fund the obligations of RELES.

          During the second quarter of 2006, the Company reduced its investment in RELES to zero and discontinued the recognition of net losses.

          The AHA Acquisition resulted in a new basis of the value of the Company’s interest in the joint venture. Accordingly, the Company’s investment in the unconsolidated joint venture was adjusted to a preliminary estimated fair value as of May 31, 2007 of $2.8 based on a letter of intent less estimated selling costs.

          The operating agreement of the joint venture provided a provision for ELSAG, Inc. to acquire the Company’s interest in the joint venture upon a change in control. As a result of the AHA Acquisition, ELSAG, Inc. elected to pursue this option. On September 26, 2007 (the “RELES Closing Date”), the Company entered into a Membership Interest Purchase and Sale Agreement with ELSAG, Inc. and closed the sale of the Company’s 50% interest in RELES to ELSAG, Inc. In full payment for the transferred interest, ELSAG, Inc. paid the Company $3.0 on the RELES Closing Date. In relation to the sale of RELES, the Company recorded a gain of $0.5, which is included in Other Income.

          The following summarizes the Company’s investment account balance associated with RELES at:

	Successor		Predecessor
Account	June 1- December 31, 2007		January 1- May 31, 2007		December 31, 2006		December 31, 2005
Investment in Unconsolidated
Joint Venture	$	—	$	—	$	—	$	0.2
Equity in Losses from
Unconsolidated Joint Venture		0.5		—		0.4		1.0

Note 18—Commitments and Contingencies

Purchase Commitments

          The Company has various purchase commitments, approximating $4.4 for 2008, $2.2 for 2009, $1.5 for 2010, $0.6 for 2011 and $0.4 for 2012, for services incidental to the ordinary conduct of business, including, among other things, a services contract with its third party warehouse provider. Such commitments are not at prices in excess of current market prices. Included in the purchase commitment amount are the Company’s purchase contracts with

92

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

certain raw materials suppliers, for periods ranging from one to seven years, some of which contain firm commitments to purchase minimum specified quantities. During the fourth quarter of 2005, the Company entered into a settlement of a contract in the Firearms reporting segment, recognizing a $1.2 gain in the accompanying statement of operations included in the Other Income, net line item. That contract would otherwise have expired in 2012. The Company has leased equipment that allows the Company to manufacture its own steam supply as a result of the contract settlement and accordingly is no longer dependent on a third party for this manufacturing requirement. Otherwise, such contracts had no significant impact on the Company’s financial condition, results of operations, or cash flows during the reporting periods presented herein.

Product Liability Litigation

          Since December 1, 1993, we have maintained insurance coverage for product liability claims subject to certain self-insured retentions on a per-occurrence basis for personal injury or property damage relating to occurrences arising after the Asset Purchase. We believe that our current product liability insurance coverage for personal injury and property damage is adequate for our needs. Our current product liability insurance policy runs from December 1, 2007 through November 30, 2008 and provides for a self-insured retention of certain self-insured retention amounts per occurrence. It also includes a limited batch clause provision. Applicable to our primary Products policy, this allows that a single retention be assessed when the same defects manufactured in a common lot or batch results in multiple injuries or damages to third parties. The policy excludes from coverage any pollution-related liability. Based in part on the nature of our products, economic conditions, and other events, there can be no assurance that we will be able to obtain adequate product liability insurance coverage upon the expiration of the current policy. Certain of our current excess insurance coverage expressly excludes actions brought by municipalities as described below.

          As a result of contractual arrangements, we manage the joint defense of product liability litigation involving Remington brand firearms and our ammunition products for both Remington and the 1993 Sellers. As of December 31, 2007, approximately 11 individual bodily injury cases and claims were pending, primarily alleging defective product design, defective manufacture and/or failure to provide adequate warnings; some of these cases seek punitive as well as compensatory damages. We have previously disposed of a number of other cases involving post-Asset Purchase occurrences by settlement. Of the individual cases and claims pending as of December 31, 2007, one involves a matter for which the 1993 Sellers retained liability and are required to indemnify us. The remaining approximately 11 pending cases involve post-Asset Purchase occurrences for which we bear responsibility under the Purchase Agreement.

          The relief sought in individual cases includes compensatory and, sometimes, punitive damages. Not all complaints or demand letters expressly state the amount of damages sought. As a general matter, when specific amounts are provided, compensatory damages sought range from less than $0.1 to more than $10.0, while demands for punitive damages may range from less than $0.5, to as much as $100.0. Of the 11 individual post-Asset Purchase claims pending as of December 31, 2007, where specific initial demands have been made, claimants purport to seek approximately $18.0 in compensatory and no specific amount in punitive damages. In the Company’s experience, initial demands do not generally bear a reasonable relationship to the facts and circumstances of a particular matter, and in any event, typically are reduced significantly as a case proceeds. The Company believes that its accruals for product liability cases and claims are a superior quantitative measure of the cost to it of product liability cases and claims.

Municipal Litigation

          In addition to the individual cases, as a manufacturer of shotguns and rifles, Remington was named in only three of the actions brought by approximately 30 municipalities, primarily against manufacturers, distributors and sellers of handguns: (i) City of Boston, et al. v. Smith & Wesson, et al., No. 99-2590 (Suffolk Super Ct.); (ii) City of St. Louis, Missouri v. Henry Cernicek, et al., No. 992-01209 (Cir. Ct. St. Louis) & 00 Civil 1895 (U.S. Dist. Ct E.D. Missouri); and (iii) City of New York, et al. v. B.L. Jennings, Inc., et al., 00 Civil 3641 (JBW) (U.S. Dist. Ct. E.D.N.Y.). Two of these cases (City of Boston and City of St. Louis) have been dismissed against all defendants, while the third has been limited to claims against handgun manufacturers (City of New York). Remington is therefore not a defendant in any pending municipal action.

93

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data)

          As a general matter, these lawsuits named several dozens of firearm industry participants as defendants, and claim that the defendants’ distribution practices allegedly permitted their products to enter a secondary market, from which guns can be obtained by unauthorized users; that defendants fail to include adequate safety devices in their firearms to prevent unauthorized use and accidental misuse; and that defendants’ conduct has created a public nuisance. Plaintiffs generally seek injunctive relief and money damages (consisting of the cost of providing certain city services and lost tax and other revenues), and in some cases, punitive damages, as well.

          To date, most municipal lawsuits have been dismissed and are no longer subject to appeal, including that involving local California governments. The remaining lawsuits are in various stages of motion practice, discovery, and trial preparation. A majority of states have enacted some limitation on the ability of local governments to file such lawsuits against firearms manufacturers. In addition, similar legislation limiting such lawsuits on a federal level has been passed in both houses of Congress, most recently by the House of Representatives on October 20, 2005. President Bush signed the Protection of Lawful Commerce in Arms Act on October 26, 2005. However, the applicability of the law to various types of governmental and private lawsuits has been challenged in both state and federal courts.

          On March 16, 2007, Remington, Holding, Clayton Dubilier & Rice, Inc. and certain affiliates, Bruckmann, Rosser, Sherrill & Co., LLC and certain affiliates, Thomas Millner (Remington’s President, Chief Executive Officer and a director), Leon Hendrix (Remington’s Chairman), and Michael Babiarz (a Remington director), as defendants, and Robert Haskin (a former Remington director and employee), as plaintiff, entered into an agreement under which Remington agreed to pay Mr. Haskin $0.8 in consideration for dismissal of a non-employment related lawsuit and the granting of mutual releases by the parties. The $0.8 was recorded as an expense in the December 31, 2006, results of operations in accordance with SFAS 5 as the loss contingency became probable and reasonably estimated. In the lawsuit, filed in 2006 in the General Superior Court of Justice, Superior Court Division, Guilford County, North Carolina, Mr. Haskin alleged he was entitled to receive a fee in connection with a transaction completed by the Company. The lawsuit initially sought in excess of $1.0.

          The Company is involved in lawsuits, claims, investigations and proceedings, including commercial, environmental and employment matters, which arise in the ordinary course of business. The Company does not expect that the ultimate costs to resolve these matters will have a material adverse effect on its financial position, results of operations or cash flows.

Certain Indemnities

     As of the closing of the Asset Purchase in December 1993 under the Purchase Agreement, we assumed:

• a number of specified liabilities, including certain trade payables and contractual obligations of the 1993 Sellers;

• limited financial responsibility for specified product liability claims relating to disclosed occurrences arising prior to the Asset Purchase;

• limited financial responsibility for environmental claims relating to the operation of the business prior to the Asset Purchase; and

• liabilities for product liability claims relating to occurrences after the Asset Purchase, except for claims involving products discontinued at time of closing.

     All other liabilities relating to or arising out of the operation of the business prior to the Asset Purchase are excluded liabilities (the “Excluded Liabilities”), which the 1993 Sellers retained. The 1993 Sellers are required to indemnify Remington and its affiliates in respect of the Excluded Liabilities, which include, among other liabilities:

• liability in excess of our limited financial responsibility for environmental claims and disclosed product liability claims relating to pre-closing occurrences;

• liability for product liability litigation related to discontinued products; and

• certain tax liabilities, employee and retiree compensation and benefit liabilities, and intercompany accounts payable which do not represent trade accounts payable.

     The 1993 Sellers’ overall liability in respect of their representations, covenants and the Excluded Liabilities under the Purchase Agreement, excluding environmental liabilities and product liability matters relating to events

94

  REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data)

occurring prior to the purchase but not disclosed, or relating to discontinued products, is limited to $324.8. With a few exceptions, the 1993 Sellers’ representations under the Purchase Agreement have expired. We made claims for indemnification involving product liability issues prior to such expiration.

          In addition, the 1993 Sellers agreed in 1996 to indemnify us against a portion of certain product liability costs involving various shotguns manufactured prior to 1995 and arising from occurrences on or prior to November 30, 1999. These indemnification obligations of the 1993 Sellers relating to product liability and environmental matters (subject to a limited exception) are not subject to any survival period limitation, deductible or other dollar threshold or cap. We and the 1993 Sellers are also party to separate agreements setting forth agreed procedures for the management and disposition of environmental and product liability claims and proceedings relating to the operation or ownership of the business prior to the Asset Purchase, and are currently engaged in the joint defense of certain product liability claims and proceedings.

Litigation Outlook

          Because the Company’s assumption of financial responsibility for certain product liability cases and claims involving pre-Asset Purchase occurrences was limited to an amount that has now been fully paid, with the 1993 Sellers retaining liability in excess of that amount and indemnifying the Company in respect of such liabilities, and because of the Company’s accruals with respect to such cases and claims, the Company believes that product liability cases and claims involving occurrences arising prior to the Asset Purchase are not likely to have a material adverse effect upon the financial condition, results of operations, or cash flows of the Company. Moreover, although it is difficult to forecast the outcome of litigation, the Company does not believe, in light of relevant circumstances (including the current availability of insurance for personal injury and property damage with respect to cases and claims involving occurrences arising after the Asset Purchase, the Company’s accruals for the uninsured costs of such cases and claims and the 1993 Sellers’ agreement to be responsible for a portion of certain post-Asset Purchase shotgun-related product liability costs, as well as the type of firearms products made by the Company), that the outcome of all pending post-Asset Purchase product liability cases and claims will be likely to have a material adverse effect upon the financial condition, results of operations, or cash flows of the Company. Nonetheless, in part because the nature and extent of liability based on the manufacture and/or sale of allegedly defective products (particularly as to firearms and ammunition) is uncertain, there can be no assurance that the Company’s resources will be adequate to cover pending and future product liability occurrences, cases or claims, in the aggregate, or that a material adverse effect upon our financial condition, results of operations, or cash flows will not result therefrom. Because of the nature of its products, the Company anticipates that it will continue to be involved in product liability litigation in the future.

          At December 31, 2007 and 2006, the Company’s accrual for product liability cases and claims was $12.4 and $10.5, respectively. The amount of the Company’s accrual for product liability cases and claims is based upon estimates developed as follows. We establish reserves for anticipated defense and disposition costs to us of those pending cases and claims for which we are financially responsible. Based on those estimates and an actuarial analysis of actual defense and disposition costs incurred by the Company with respect to product liability cases and claims in recent years, the Company determines estimated defense and disposition costs for unasserted product liability cases and claims. The Company combines the estimated defense and disposition costs for both pending and unasserted cases and claims to determine the amount of the Company’s accrual for product liability cases and claims. It is reasonably possible additional experience could result in further increases or decreases in the period in which such information is made available. The Company believes that its accruals for losses relating to such cases and claims are adequate. The Company’s accruals for losses relating to product liability cases and claims includes accruals for all probable losses the amount of which can be reasonably estimated. Based on the relevant circumstances (including the current availability of insurance for personal injury and property damage with respect to cases and claims involving occurrences arising after the Asset Purchase, the Company’s accruals for the uninsured costs of such cases and claims and the 1993 Sellers’ agreement to be responsible for a portion of certain post-Asset Purchase shotgun-related product liability costs, as well as the type of firearms products made by the Company), the Company does not believe with respect to product liability cases and claims that any reasonably possible loss exceeding amounts already recognized through the Company’s accruals has been incurred.

          Because our assumption of financial responsibility for certain product liability cases and claims involving pre-Asset Purchase occurrences was limited to an amount that has now been fully paid, with the 1993 Sellers retaining liability in excess of that amount and indemnifying us in respect of such liabilities, and because of our accruals with

95

  REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollars in millions, except per share data)

respect to such cases and claims, we believe that product liability cases and claims involving occurrences arising prior to the Asset Purchase are not likely to have a material adverse effect upon our financial condition, results of operations or cash flows. Moreover, although it is difficult to forecast the outcome of litigation, we do not believe, in light of relevant circumstances (including the current availability of insurance for personal injury and property damage with respect to cases and claims involving occurrences arising after the Asset Purchase, our accruals for the uninsured costs of such cases and claims and the 1993 Sellers’ agreement to be responsible for a portion of certain post-Asset Purchase shotgun-related product liability costs, as well as the type of firearms products that we make), that the outcome of all pending post-Asset Purchase product liability cases and claims will be likely to have a material adverse effect upon our financial condition, results of operations or cash flows. Nonetheless, in part because the nature and extent of liability based on the manufacture and/or sale of allegedly defective products (particularly as to firearms and ammunition) is uncertain, there can be no assurance that our resources will be adequate to cover pending and future product liability occurrences, cases or claims, in the aggregate, or that a material adverse effect upon our financial condition, results of operations or cash flows will not result therefrom. Because of the nature of our products, we anticipate that we will continue to be involved in product liability litigation in the future. Because of the potential nature of injuries relating to firearms and ammunition, certain public perceptions of our products, and recent efforts to expand liability of manufacturers of firearms and ammunition, product liability cases and claims, and insurance costs associated with such cases and claims, may cause us to incur material costs.

Environmental

          The Company does not expect current environmental regulations to have a material adverse effect on the financial condition, results of operations or cash flows. However, the Company’s liability for future environmental remediation costs is subject to considerable uncertainty due to the complex, ongoing and evolving process of identifying the necessity for, and generating cost estimates for, remedial work. Furthermore, there can be no assurance that environmental regulations will not become more restrictive in the future. The Company has not identified any loss contingencies with respect to environmental remediation costs the realization of which the Company believes to be reasonably possible.

Note 19—Income Taxes

          The provision (benefit) for income taxes consists of the following components:

	Successor				Predecessor
	June 1- December 31, 2007				January 1- May 31, 2007			2006				2005
Federal:
Current		$	0.1			$	0.9		$	—			$	(2.4	)
Deferred			(5.5	)			0.3			0.9				2.9
State:
Current			0.2				0.1			(0.2	)			—
Deferred			(0.7	)			—			0.2				(0.1	)
		($	5.9	)		$	1.3		$	0.9			$	0.4

96

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

          The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:

	Successor							Predecessor
	2007							2006
	Current				Noncurrent			Current				Noncurrent
Deferred tax assets:
Accrued employee and retiree benefits		$	3.7		$	9.5			$	3.7		$	16.1
Product liabilities, deferred revenue and other liabilities			2.1			3.6				2.1			3.7
Receivables and inventory			4.0			—				4.7			0.2
Debt Acquisition Costs and Bond Accretion			—			2.7				—			—
Other comprehensive income hedging			0.2			—				—			—
Other comprehensive income pension			—			3.3				—			3.6
Federal tax credits			0.3			0.2				—			0.4
State tax credits			0.2			1.5				—			1.7
Net operating losses			1.8			0.8				—			3.5
Total deferred tax assets			12.3			21.6				10.5			29.2
Valuation allowance			—			—				(7.2	)		(20.1	)
Net deferred tax assets			12.3			21.6				3.3			9.1
Deferred tax liabilities:
Deferred revenue			(1.2	)		—				—			—
Property, plant and equipment			—			(23.4	)			—			(10.6	)
Intangible assets			—			(26.6	)			—			(8.5	)
Other comprehensive income hedging			—			—				(2.4	)		—
Total deferred tax liabilities			(1.2	)		(50.0	)			(2.4	)		(19.1	)
Net deferred tax asset (liability)		$	11.1		($	28.4	)		$	0.9		($	10.0	)

          As of December 31, 2007, no valuation allowance is required as compared to a valuation allowance of approximately $27.3 established against deferred tax assets in accordance with the provisions of Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109”) as of December 31, 2006. The $27.3 change in the valuation allowance consisted of the following predecessor amounts: a $3.7 net decrease primarily related to the $4.1 decrease in net deferred tax assets and an increase of $0.4 due to an increase in deferred tax liabilities associated with indefinite-lived intangible assets that have an indefinite reversal period; and a $0.7 net decrease consisting of $0.9 recorded as a change in equity as a component of other comprehensive income as a result of a net decrease in the net deferred tax asset associated with other comprehensive income and $0.2 credit to equity from the cumulative effect of a change in accounting principle with the adoption of FIN 48; the remaining balance of $22.9 was eliminated in the allocation of purchase price accounting adjustments. With the allocation of purchase price accounting adjustments, management concluded that based on the weight of available evidence, a valuation allowance was not required for the deferred tax asset associated with deductible temporary differences and the operating loss and tax credit carryforwards.

          Income tax payments were approximately $0.2 in 2007 and zero in both 2006 and 2005, respectively. In both 2006 and 2005, there were net tax refunds of approximately $2.4. There were no net tax refunds in 2007.

97

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

          At December 31, 2007 the Company has various losses, credit and other carry-forwards available to reduce future taxable income and tax thereon. The carry-forwards, as well as the related tax benefits associated with the carry-forwards, will expire as follows:

Expiration	US Federal loss carry-forwards			State loss carry-forwards			Tax credit and other carry- forwards
1 – 5 years		$	—		$	0.2		$	—
6 – 20 years			3.2			2.1			1.1
Beyond 20 years			—			—			2.1
Total		$	3.2		$	2.3		$	3.2

        The following is a reconciliation of the statutory federal income tax rate to the Company’s effective income tax rates:

	Successor			Predecessor
	June 1- December 31 2007			January 1- May 31 2007			2006			2005
Federal statutory rate		(35.0	)%		35.0	%		35.0	%		(35.0	)%
State income taxes, net of federal benefits		(1.4	)		5.2			(60.9	)		(9.6	)
Permanent differences		2.3			1.8			(8.5	)		3.6
State tax credits, net of federal benefits		(0.4	)		4.4			(6.1	)		(4.4	)
Change in valuation allowance		—			(35.9	)		175.3			53.4
Federal tax credits		—			—			—			(2.3	)
Federal net operating loss		(1.6	)		—			(56.4	)		—
Other		0.1			2.1			(3.4	)		(3.3	)
Effective income tax rate		(36.0	)%		12.6	%		75.0	%		2.4	%

          The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized no material adjustment in the liability for unrecognized tax benefits. A reconciliation of the change in gross unrecognized tax benefits from January 1, 2007 to December 31, 2007 is as follows:

Gross Unrecognized Tax Benefits	Gross Amount
Balance January 1, 2007		$	0.8
Gross increases/(decreases) in unrecognized benefits taken during prior period (predecessor)			—
Gross increases/(decreases) in unrecognized benefits taken during current period (successor)			—
Gross decreases because of settlement (predecessor)			—
Gross decreases because of lapse in applicable statute of limitations (predecessor)			—
Balance December 31, 2007		$	0.8

          Of the December 31, 2007 balance in unrecognized tax positions, $0.8 would not, if recognized, affect the annual effective tax rate, but would impact goodwill. As of December 31, 2007, changes to our tax positions that are reasonably possible in the next twelve months are not considered material.

98

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

          The Company recognizes interest and/or penalties related to income tax matters in income tax expense. The Company recognized an immaterial amount of expense associated with interest and penalties for the period January 1, 2007 through May 31, 2007 (predecessor), and an immaterial amount of expense associated with interest and penalties was recognized for the June 1, 2007 through December 31, 2007 period (successor). The Company had approximately $0.5 and $0.5 accrued for interest/penalties at January 1 and December 31, 2007, respectively.

          We are currently subject to ongoing audits by federal and various state tax authorities. Depending on the outcome of these audits, we may be required to pay additional taxes. However, we do not believe that any additional taxes and related interest or penalties would have a material impact on Remington’s financial position, results of operations, or cash flows. The tax years 2004 through 2007 remain open to examination by the major tax jurisdictions to which we are subject.

Note 20—Related Party Transactions

          Predecessor

          BRSE, L.L.C., the general partner of the BRS Fund, which owned 61.3% of the outstanding Common Stock of Holding at December 31, 2006, is a private investment fund managed by Bruckmann, Rosser, Sherrill & Co. L.L.C. (“BRS”). The CDR Fund, which owned 13.0% of the outstanding Common Stock of Holding at December 31, 2006 (and through proxy controlled 26.6% of the voting rights), is a private investment fund managed by Clayton, Dubilier & Rice, Inc. (“CD&R”). CD&R also held the Holding Notes until the Closing Date of the AHA Acquisition. Both BRS and CD&R received an annual fee for management and financial consulting services provided to the Company and reimbursement of related expenses. Fees and expenses paid to CD&R and BRS for the five months ending May 31, 2007 were $0.3 and $0.3, respectively. Subsequent to May 31, 2007 and as a result of the AHA Acquisition, neither the BRS Fund nor the CDR Fund own any of the common stock of Remington or Holding.

          Remington paid fees to the law firm of Debevoise & Plimpton LLP during 2007 for legal services rendered. Franci J. Blassberg, Esq., a member of Debevoise & Plimpton LLP, is married to Joseph L. Rice, III, who is the Chairman, a director and a stockholder of CD&R and a general partner of Associates IV. Fees and expenses paid to Debevoise & Plimpton LLP for the five months ending May 31, 2007 were $0.3.

          During January 1 through May 31, 2007, the Company recorded $1.5 of compensation expense relating to the employee stock options and the deferred shares expense in accordance with SFAS 123R. In addition, the Company recorded $0.2 of mark-to-market expense related to the redeemable shares in accordance with SFAS 123R.

          Remington paid fees to the law firm of Debevoise & Plimpton LLP during 2006 for legal services rendered. Franci J. Blassberg, Esq., a member of Debevoise & Plimpton LLP, is married to Joseph L. Rice, III, who is the Chairman, a director and a stockholder of CD&R and a general partner of Associates IV. Fees and expenses paid to Debevoise & Plimpton LLP for 2006 and 2005 were $1.5 and $0.4, respectively.

          During 2005, Holding contributed to the Company $0.1 associated with cash reserves at Holding that were transferred to the Company.

          During 2006, the Company recorded $0.3 of compensation expense relating to the employee stock options in accordance with SFAS 123R.

          As of December 31, 2006, $0.9 ($1.0 as of December 31, 2005) is due to RACI Holding, Inc. representing the outstanding principal balance of three notes established in connection with the Kentucky economic development project. During 2006, a payment of $0.1 was made to RACI Holding, Inc. for interest expense in connection with loans for a Kentucky economic development project.

          Successor

          Remington paid Meritage Capital Advisors, LLC a fee of $2.0 in connection with the bond consent solicitation, amendment to the Credit Agreement and other transaction advisory services. Walter McLallen serves as a member of Remington’s Board of Directors and is a principal of Meritage Capital Advisors, LLC.

99

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

          Remington paid Cerberus Operations fees totaling $0.4 during the seven month period between June 1 and December 31, 2007 for consulting services provided in connection with improving operations. AHA, which owns 100% of the outstanding common stock of Holding (which in turn owns 100% of the outstanding common stock of Remington), is controlled by Cerberus.

          As of December 31, 2007, $0.9 is due to RACI Holding, Inc. representing the outstanding principal balance of three notes established in connection with the Kentucky economic development project.

Note 21—Financial Instruments

          The estimated fair value of the Company’s debt at December 31, 2007 was $233.3 compared to a carrying value of $227.1. These 2007 amounts include short-term debt of $3.5 for the financing of the Company’s insurance policies. The estimated fair value and the carrying value of the Company’s debt at December 31, 2006 were $213.0 and $224.5, respectively. These 2006 amounts include short-term debt of $3.1 for financing of the Company’s insurance policies. The estimated fair value of long-term debt is primarily based upon quoted market prices for the Company’s Notes, and based upon carrying value for the Company’s short term indebtedness and its variable-rate Credit Facility.

          The Company purchases copper, lead, and zinc options contracts to hedge against price fluctuations of anticipated commodity purchases. The options contracts limit the unfavorable effect that cost increases will have on these metal purchases.

          In accordance with the provisions of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”), as amended by Statement of Financial Accounting Standards No. 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities – an amendment of FASB Statement No. 133 (“SFAS 138”) and by Statement of Financial Accounting Standards No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (“SFAS 149”), commodity contracts are designated as cash flow hedges, with the fair value of these financial instruments recorded in prepaid expenses and other current assets, changes in fair value recorded in accumulated other comprehensive income, and net gains/losses reclassified to cost of sales based upon inventory turnover, indicating consumption and sale of the underlying commodity in the Company’s products.

Predecessor

          At December 31, 2006, the fair value of the Company’s outstanding derivatives contracts relating to firm commitments and anticipated consumption (aggregate notional amount of 44.6 million pounds of copper and lead) up to eighteen months from such date was $6.6, as determined with the assistance of a third party.

          The option contracts designated as cash flow hedges that had settled prior to May 31, 2007 and the associated realized gain was deferred and was to be recognized in cost of sales as the inventory was sold. In connection with accounting for the AHA Acquisition, the deferred gain of $1.2 was considered as part of the preliminary purchase price allocation.

          At May 31, 2007 the fair value of the Company’s outstanding option contracts designated as cash flow hedges relating to firm commitments and anticipated consumption (aggregate notional amount of 30.2 million pounds of copper, lead and zinc) was $9.6, fixing the cost on a like amount of pounds purchased. At May 31, 2007, the Company assessed the hedge effectiveness and determined that there will be no future commodity purchases by the predecessor company (for financial reporting purposes), and therefore the Company has concluded that the unsettled option contracts did not meet the requirements for cash flow hedge accounting. This resulted in a gain of $4.9 being recorded on May 31, 2007 for the unsettled contracts, which was recorded in other income (loss). The successor assumed the outstanding contracts as part of the AHA Acquisition.

          During the five month period ended May 31, 2007, a net gain on a net-of-tax basis of $3.8 on derivative instruments was reclassified to earnings from accumulated other comprehensive income. During the twelve month period ended December 31, 2006, a net gain on a net-of-tax basis of $7.4 on derivative instruments was reclassified to

100

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

cost of sales from accumulated other comprehensive income, and a net gain on a net-of-tax basis of $5.8 was recorded to accumulated other comprehensive income and to prepaid expenses and other assets.

Successor

          At December 31, 2007, the fair value of the Company’s outstanding option contracts designated as cash flow hedges relating to firm commitments and anticipated consumption (aggregate notional amount of 45 million pounds of copper, lead and zinc) up to eighteen months from such date was $6.8, as determined with the assistance of a third party. During the seven months ended December 31, 2007, a net gain on a net-of-tax basis of $1.1 on derivative instruments was reclassified to cost of sales from accumulated other comprehensive income, and a net gain on a net-of-tax basis of $0.8 was recorded to accumulated other comprehensive income and to prepaid expenses and other current assets.

Note 22—Segment Information

          The Company identifies its reportable segments in accordance with Statement of Financial Accounting Standards No. 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS 131”). Based upon SFAS 131, the Company’s business is classified into two reportable segments: Firearms, which designs, manufactures and imports, and markets primarily sporting shotguns and rifles, and Ammunition, which designs, manufactures and markets sporting ammunition and ammunition reloading components. The remaining operating segments, which include accessories and other gun-related products, the manufacture and marketing of clay targets and powder metal products, licensed products, and surveillance technology products primarily for the government, law enforcement, and military markets, are combined into our All Other reporting segment. Other reconciling items include corporate, other assets not allocated to the individual segments and discontinued operations. The chief operating decision maker is the Company’s chief executive officer.

          Although the Company reports its financial results in accordance with United States (U.S.) GAAP, the Company primarily evaluates the performance of its segments and allocates resources to them based on the non-GAAP financial measure “Adjusted EBITDA”, which is unaudited. Adjusted EBITDA differs from the term “EBITDA” as it is commonly used, and is substantially similar to the measure “Consolidated EBITDA” that is used in the Indenture. In addition to adjusting net income (loss) to exclude income taxes, interest expense, and depreciation and amortization, Adjusted EBITDA also adjusts net income (loss) by excluding items or expenses not typically excluded in the calculation of “EBITDA”, such as noncash items, gain or loss on asset sales or write-offs, extraordinary, unusual or nonrecurring items, including certain transaction activity associated with the AHA Acquisition and certain “special payments” to Remington employees who held options and deferred shares in respect of Holding common stock, consisting of amounts that are treated as compensation expense by Remington and are paid in connection with payments of dividends to holders of Holding common stock.

          In managing the Company’s business, the Company utilizes Adjusted EBITDA to evaluate performance of the Company’s business segments and allocate resources to those business segments. The Company believes that Adjusted EBITDA provides useful supplemental information to investors and enables investors to analyze the results of operations in the same way as management.

          Adjusted EBITDA is not a measure of performance defined in accordance with GAAP. However, management believes that Adjusted EBITDA is useful to investors in evaluating the Company’s performance because it is a commonly used financial analysis tool for measuring and comparing companies in the Company’s industry in areas of operating performance. Management believes that the disclosure of Adjusted EBITDA offers an additional view of the Company’s operations that, when coupled with the GAAP results and the reconciliation to GAAP results, provides a more complete understanding of the Company’s results of operations and the factors and trends affecting the Company’s business.

          Adjusted EBITDA should not be considered as an alternative to net income as an indicator of the Company’s performance or as an alternative to net cash provided by operating activities as a measure of liquidity. The primary material limitations associated with the use of Adjusted EBITDA as compared to GAAP results is (i) it may not be comparable to similarly titled measures used by other companies in the Company’s industry, and (ii) it excludes financial information that some may consider important in evaluating the Company’s performance. The Company

101

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

compensates for these limitations by providing disclosure of the differences between Adjusted EBITDA and GAAP results, including providing a reconciliation of Adjusted EBITDA to GAAP results, to enable investors to perform their own analysis of the Company’s operating results.

          A reconciliation containing adjustments from GAAP results to Adjusted EBITDA is included in this Note 22.

Information on Segments:

	Successor				Predecessor
	2007				2007				2006			2005
	June 1 – December 31				January 1- May 31				January 1- December 31			January 1- December 31
Net Sales:
Firearms		$	138.7			$	80.5			$	223.4		$	202.2
Ammunition			169.3				78.9				204.9			184.5
All Other			14.0				7.6				17.7			23.7
Consolidated Net Sales		$	322.0			$	167.0			$	446.0		$	410.4
Adjusted EBITDA:
Firearms		$	21.8			$	12.3			$	22.9		$	21.4
Ammunition			17.4				10.5				17.5			6.6
All Other			2.3				0.6				1.1			3.1
Other Reconciling Items			(3.4	)			(0.2	)			1.0			0.3
Adjusted EBITDA		$	38.1			$	23.2			$	42.5		$	31.4

	Successor			Predecessor
	December 31, 2007			December 31, 2006			December 31, 2005
Assets:
Firearms		$	147.4		$	151.0		$	153.3
Ammunition			137.0			122.2			114.6
All Other			29.6			21.5			15.5
Other Reconciling Items			188.1			76.6			79.9
Consolidated Assets		$	502.1		$	371.3		$	363.3

	Successor			Predecessor
	2007 June 1 – December 31			2007 January 1- May 31			December 31, 2006			December 31, 2005
Gross Capital Expenditures:
Firearms		$	2.9		$	0.3		$	2.8		$	4.3
Ammunition			2.6			1.0			2.8			3.9
All Other			—			—			0.8			0.1
Other Reconciling Items			1.2			0.2			0.1			1.8
Gross Capital Expenditures		$	6.7		$	1.5		$	6.5		$	10.1

102

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

          The following table illustrates the calculation of Adjusted EBITDA, by reconciling Net Income (Loss) to Adjusted EBITDA:

	Successor				Predecessor
	2007				2007				2006				2005
	June 1 – December 31				January 1- May 31				January 1- December 31				January 1- December 31
Net Income (Loss)		$	(10.5	)		$	9.0			$	0.3			$	(16.9	)
Adjustments:
Depreciation Expense			8.3				4.2				10.0				9.6
Interest Expense (A)			14.6				10.9				28.0				26.4
Intangible Amortization (B)			1.4				—				—				—
Equity in Losses From
Unconsolidated Joint Venture			0.5				—				0.4				1.0
Other Noncash Charges (C)			(6.1	)			1.7				(0.3	)			6.0
Non-Recurring Items (D)			7.1				(3.9	)			3.2				4.9
Inventory Write-Up (E)			28.7				—				—				—
Income Tax (Benefit) Expense			(5.9	)			1.3				0.9				0.4
Adjusted EBITDA		$	38.1			$	23.2			$	42.5			$	31.4

(A)	Interest expense includes amortization expense of deferred financing costs of $1.0, offset by $0.6, of amortization associated with the premium recorded on the Notes for the seven month period ended December 31, 2007. Amortization expense of deferred financing costs included in the five month period ended May 31, 2007 is $0.6. Interest expense includes amortization of deferred financing costs of $1.6 and $1.8, for the years ended December 31, 2006 and 2005, respectively.
(B)	Amortization expense on created intangibles as a result of the purchase method of accounting. See Note 10.
(C)	Other Non-cash Charges consist of the following: (i) the seven months ended December 31, 2007, included expense of $0.3 accrual for retiree benefits, offset by a gain of $6.4 associated with an amendment to the defined benefit pension plan to freeze benefits for hourly paid employees under a new collective bargaining agreement reached in October. For the five month predecessor period ended May 31, 2007, other non-cash charges consisted of $1.5 of other compensation expense associated with the accelerated vesting and buyout of stock options and the conversion of the deferred shares to equity under SFAS 123R, and $0.2 of mark-to-market expense associated with the redeemable shares of common stock; (ii) the year ended December 31, 2006 included $6.0 accrual for retiree benefits, $0.8 loss on disposal of assets, and $0.3 of other compensation expense associated with stock option expense recognition under SFAS 123R, offset by a curtailment gain of $7.4 associated with an amendment to the pension plan to freeze benefits for salaried employees; and (iii) for the year ended December 31, 2005, included $5.6 accrual for retiree benefits and $0.4 loss on disposal of assets.
(D)	Nonrecurring items consist of the following: (i) the seven month period ended December 31, 2007 included $3.0 of professional fees and expenses incurred by the Company’s Chief Restructuring Officer in connection with factory improvement initiatives, $0.8 of transaction fees related to the AHA Acquisition, $0.5 of restructuring fees, $0.2 of other employee expenses, and $3.1 of realized gains associated with metals hedging contracts that settled prior to May 31, 2007 that would have been reclassified from other comprehensive income (“OCI”) into cost of goods sold based on inventory turnover that were actually accounted for and removed from OCI as a result of applying the purchase method of accounting, and offset in part by $0.5 gain for our investment in the RELES joint venture. Included in the five month predecessor period ended May 31, 2007 is ($4.9) gain associated with the unsettled metals hedging contracts from the predecessor; $0.1 of professional fees related to the AHA Acquisition; $0.1 of professional fees associated with the Haskin settlement agreement; $0.1 of expense associated with certain employee benefits; and $0.7 of expense related to certain predecessor company insurance policies; (ii) the year ended December 31, 2006, included $2.8 associated with professional fees, $0.2 associated with the write-down in embellishing fixed assets in the firearms reporting unit, and $0.2 associated with an exclusive distribution agreement; and (iii) the year ended December 31, 2005, included $0.6 for severance charges, $0.3 for fees associated with an exclusive distribution agreement, a write-off of debt issuance costs of $0.5 associated with the permanent reduction in borrowing capacity, $1.0 associated with the write-down in embellishing fixed assets in the Firearms reporting unit, and impairment charges of $3.7 associated with the write-down in goodwill, trademarks, and fixed assets of the

103

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

	Clay Targets reporting unit, offset by $1.2 gain associated with the settlement of a contract in the Firearms reporting unit.
(E)	$28.7 related to the inventory write-up from the application of the purchase method of accounting to inventory as of May 31, 2007 being recognized in cost of sales as the acquired inventory is sold.

Geographic Information:

	Successor			Predecessor
	2007 June 1 – December 31			2007 January 1- May 31			2006 January 1- December 31			2005 January 1- December 31
Net Sales:
Domestic		$	289.2		$	142.4		$	418.3		$	388.0
Foreign			32.8			24.6			27.7			22.4
Consolidated Net Sales		$	322.0		$	167.0		$	446.0		$	410.4

          There are no material assets owned by the Company outside the United States. Approximately 20% of the Company’s sales in the seven months ended December 31, 2007 and approximately 12% of the Company’s sales in the five months ended May 31, 2007 consisted of sales made to a single customer. Approximately 18% in 2006 and 17% in 2005 consisted of sales made to a single customer. This customer affects sales to both our Firearms and Ammunition segments. The Company’s sales to this customer are generally not governed by a written contract between the parties. Although the Company believes its relationship with this customer is good, the loss of this customer or a substantial reduction in sales to this customer could adversely affect the Company’s financial condition or results of operations. No other single customer comprises greater than or equal to 10% of sales.

Note 23—Financial Position and Results of Operations of Remington Arms Company, Inc.

          The following condensed consolidating financial data provides information regarding the financial position and results of operations of Remington Arms Company, Inc. (Remington), including Remington’s 100% owned subsidiaries, RA Brands, RA Factors (which was merged with and into Remington as of December 31, 2006), and Remington Steam. This information complies with Rule 3-10 of Regulation S-X and does not contain the financial statement disclosures required for a complete set of financial statements as required by GAAP. Separate financial statements of Holding, Remington’s sole stockholder, and AHA, Holding’s sole stockholder, are not presented because management has determined that they would not be material to holders of the Notes as neither Holding nor AHA are guarantors of the Notes. The Notes are fully and unconditionally guaranteed on a joint and several basis by all of Remington’s subsidiaries, except Remington Steam. Remington Steam is a discrete legal entity; it is disregarded as an entity separate from its owner and has no separate financial information. Holding does not have any significant independent operations or assets other than their interests in Remington.

104

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

REMINGTON ARMS COMPANY, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2007

Successor

	Remington And Remington Steam			Combined Guarantor Subsidiary			Eliminations			Remington Arms Co. and Subsidiary
ASSETS
Current Assets		$	247.5		$	1.2		$	—		$	248.7
Receivable from Remington, Net			—			86.7			86.7			—
Equity method investment in subsidiaries			114.6			—			114.6			—
Noncurrent Assets			206.3			47.1			—			253.4
Total Assets		$	568.4		$	135.0		$	201.3		$	502.1
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities		$	82.1		$	—		$	—		$	82.1
Payable to RACI Holding, Inc., Net			0.7			—			—			0.7
Payable to RA Brands, L.L.C., Net			86.7			—			86.7			—
Noncurrent Liabilities			290.9			20.4			—			311.3
Stockholder’s Equity			108.0			114.6			114.6			108.0
Total Liabilities and Stockholder’s Equity		$	568.4		$	135.0		$	201.3		$	502.1

105

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

REMINGTON ARMS COMPANY, INC.
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2006

Predecessor

	Remington And Remington Steam			Combined Guarantor Subsidiary		Eliminations		Remington Arms Co. and Subsidiary
ASSETS
Current Assets	$	224.3		$	1.4	$	—		$	225.7
Receivable from Remington, Net		—			67.7		67.7			—
Equity method investment in subsidiaries		104.8			—		104.8			—
Noncurrent Assets		102.3			43.3		—			145.6
Total Assets	$	431.4		$	112.4	$	172.5		$	371.3
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities	$	95.4		$	0.1	$	—		$	95.5
Payable to RACI Holding, Inc., Net		0.9			—		—			0.9
Payable to RA Brands, L.L.C., Net		67.7			—		67.7			—
Noncurrent Liabilities		277.6			7.5		—			285.1
Stockholder’s Equity		(10.2	)		104.8		104.8			(10.2	)
Total Liabilities and Stockholder’s Equity	$	431.4		$	112.4	$	172.5		$	371.3

106

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

REMINGTON ARMS COMPANY, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Successor

June 1 - December 31, 2007	Remington and Remington Steam			Combined Guarantor Subsidiary				Eliminations		Remington and Subsidiary
Net Sales	$	322.0			$	—		$	—	$	322.0
Cost of Sales		(269.3	)			—			—		(269.3	)
Gross Profit		52.7				—			—		52.7
Subsidiary Income (Expense)		(13.2	)			13.2			—		—
Research and Development Expenses		—				(3.6	)		—		(3.6	)
All Other Income (Expenses)		(56.1	)			(3.5	)		—		(59.6	)
Income from Equity Investees		6.1				—			6.1		—
Net Income (Loss)	$	(10.5	)		$	6.1		$	6.1	$	(10.5	)

Predecessor

January 1 - May 31, 2007	Remington and Remington Steam			Combined Guarantor Subsidiary			Eliminations		Remington and Subsidiary
Net Sales	$	167.0		$	—		$	—	$	167.0
Cost of Sales		(117.3	)		—			—		(117.3	)
Gross Profit		49.7			—			—		49.7
Subsidiary Income (Expense)		(7.0	)		7.0			—		—
Research and Development Expenses		—			(2.7	)		—		(2.7	)
All Other Income (Expenses)		(37.5	)		(0.5	)		—		(38.0	)
Income from Equity Investees		3.8			—			3.8		—
Net Income	$	9.0		$	3.8		$	3.8	$	9.0

107

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

Year Ended December 31, 2006	Remington and Remington Steam				Combined Guarantor Subsidiary				Eliminations			Remington and Subsidiary
Net Sales		$	446.0			$	—			$	—		$	446.0
Cost of Sales			(338.4	)			—				—			(338.4	)
Gross Profit			107.6				—				—			107.6
Subsidiary Income (Expense)			(31.2	)			31.2				—			—
Research and Development Expenses			—				(6.4	)			—			(6.4	)
All Other Expense			(100.2	)			(0.7	)			—			(100.9	)
Income from Equity Investees			24.1				—				24.1			—
Net Income		$	0.3			$	24.1			$	24.1		$	0.3

Year Ended December 31, 2005	Remington				Combined Guarantor Subsidiaries				Eliminations			Remington and Subsidiaries
Net Sales		$	410.4			$	—			$	—		$	410.4
Cost of Sales			(324.9	)			—				—			(324.9	)
Gross Profit			85.5				—				—			85.5
Subsidiary Income (Expense)			(27.4	)			27.4				—			—
Research and Development Expenses			—				(5.9	)			—			(5.9	)
Impairment Charges			(4.7	)			—				—			(4.7	)
All Other Income (Expenses)			(91.7	)			(0.1	)			—			(91.8	)
Income from Equity Investees			21.4				—				21.4			—
Net (Loss) Income		$	(16.9	)		$	21.4			$	21.4		$	(16.9	)

108

REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
June 1 – December 31, 2007

Successor
	Remington and Remington Steam				Combined Guarantor Subsidiary			Eliminations			Remington and Subsidiary
Operating Activities
Net Cash Provided by Operating Activities		$	65.3			$	0.1		$	—		$	65.4
Investing Activities
Option Cancellation Payments			(1.1	)			—			—			(1.1	)
Purchase of Property, Plant and Equipment			(6.7	)			—			—			(6.7	)
Premiums paid for Company-Owned Life Insurance			(0.3	)			—			—			(0.3	)
Cash Surrender Value of Company-Owned Life Insurance			3.7				—			—			3.7
Cash Received on Sale of Unconsolidated Joint Venture			3.0				—			—			3.0
Net Cash Used in Investing Activities			(1.4	)			—			—			(1.4	)
Financing Activities
Net Payments on Revolving Credit Facility			(85.2	)			—			—			(85.2	)
Proceeds from Term Loan			25.0				—			—			25.0
Cash Contributions from AHA			6.1				—			—			6.1
Debt Issuance Costs			(0.5	)			—			—			(0.5	)
Principal Payments on Long-Term Debt			(0.3	)			—			—			(0.3	)
Change in Book Overdraft			5.3				—			—			5.3
Net Cash Used in Financing Activities			(49.6	)			—			—			(49.6	)
Change in Cash and Cash Equivalents			14.3				0.1			—			14.4
Cash and Cash Equivalents at Beginning of Period			9.0				—			—			9.0
Cash and Cash Equivalents at End of Period		$	23.3			$	0.1		$	—		$	23.4

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REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

REMINGTON ARMS COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
January 1 – May 31, 2007

Predecessor
	Remington and Remington Steam				Combined Guarantor Subsidiary				Eliminations			Remington and Subsidiary
Operating Activities
Net Cash Used in Operating Activities		$	(36.1	)		$	(0.2	)		$	—		$	(36.3	)
Investing Activities
Seller Related Expenses Paid by Remington			(4.7	)			—				—			(4.7	)
Transaction Costs Related to the AHA Acquisition			(5.1	)			—				—			(5.1	)
Purchase of Property, Plant and Equipment			(2.1	)			—				—			(2.1	)
Premiums paid for Company-Owned Life Insurance			(0.2	)			—				—			(0.2	)
Net Cash Used in Investing Activities			(12.1	)			—				—			(12.1	)
Financing Activities
Net Proceeds from Revolving Credit Facility			65.8				—				—			65.8
Cash Withheld from Sellers, Provided by AHA			4.7				—				—			4.7
Debt Issuance Costs			(5.2	)			—				—			(5.2	)
Amount Paid to Holding for AHA Acquisition Costs			(3.8	)			—				—			(3.8	)
Principal Payments on Long-Term Debt			(0.1	)			—				—			(0.1	)
Change in Book Overdraft			(4.5	)			—				—			(4.5	)
Net Cash Provided by Financing Activities			56.9				—				—			56.9
Change in Cash and Cash Equivalents			8.7				(0.2	)			—			8.5
Cash and Cash Equivalents at Beginning of Period			0.3				0.2				—			0.5
Cash and Cash Equivalents at End of Period		$	9.0			$	—			$	—		$	9.0

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REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

REMINGTON ARMS COMPANY, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
December 31, 2006

Predecessor

	Remington and Remington Steam				Combined Guarantor Subsidiary			Eliminations			Remington and Subsidiary
Operating Activities
Net Cash Provided by Operating Activities		$	13.0			$	0.2		$	—		$	13.2
Investing Activities
Purchase of Property, Plant & Equipment			(7.1	)			—			—			(7.1	)
Premiums Paid for Company Owned Life Insurance			(0.6	)			—			—			(0.6	)
Cash Contribution to Unconsolidated Joint Venture			(0.2	)			—			—			(0.2	)
Net Cash Used in Investing Activities			(7.9	)			—			—			(7.9	)
Financing Activities
Net Borrowings on Revolving Credit Facility			—				—			—			—
Principal Payments on Long-Term Debt			(0.3	)			—			—			(0.3	)
Debt Issuance Costs for Revolving Credit Facility			(0.8	)			—			—			(0.8	)
Capital Contribution Received from RACI Holding, Inc.			0.3				—			—			0.3
Cash Contribution to RACI Holding, Inc.			(0.1	)			—			—			(0.1	)
Change in Book Overdraft			(4.4	)			—			—			(4.4	)
Net Cash Used in Financing Activities			(5.3	)			—			—			(5.3	)
Change in Cash and Cash Equivalents			(0.2	)			0.2			—			—
Cash and Cash Equivalents at Beginning of Year			0.5				—			—			0.5
Cash and Cash Equivalents at End of Year		$	0.3			$	0.2		$	—		$	0.5

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REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

REMINGTON ARMS COMPANY, INC.
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
December 31, 2005

	Remington				Combined Guarantor Subsidiaries			Eliminations			Remington Arms Co., Inc. and Subsidiaries
Operating Activities
Net Cash Used in Operating Activities		$	(6.0	)		$	—		$	—		$	(6.0	)
Investing Activities
Purchase of Property, Plant & Equipment			(9.4	)			—			—			(9.4	)
Premiums Paid for Company Owned Life Insurance			(0.7	)			—			—			(0.7	)
Cash Contribution to Unconsolidated Joint Venture			(1.0	)			—			—			(1.0	)
Net Cash Used in Investing Activities			(11.1	)			—			—			(11.1	)
Financing Activities
Net Borrowings on Revolving Credit Facility			17.6				—			—			17.6
Principal Borrowings on Long-Term Debt			0.6				—			—			0.6
Cash Contribution from RACI Holding, Inc.			0.1				—			—			0.1
Change in Book Overdraft			(1.1	)			—			—			(1.1	)
Net Cash Provided by Financing Activities			17.2				—			—			17.2
Change in Cash and Cash Equivalents			0.1				—			—			0.1
Cash and Cash Equivalents at Beginning of Year			0.4				—			—			0.4
Cash and Cash Equivalents at End of Year		$	0.5			$	—		$	—		$	0.5

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REMINGTON ARMS COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(dollars in millions, except per share data)

Note 24—Quarterly Financial Data

	Predecessor				Successor
2007	Jan 1 – Mar 31		Apr 1 – May 31		Jun 1 – Jun 30			Jul 1- Sep 30			Oct 1 – Dec 31
Net Sales	$	102.3	$	64.7	$	45.1		$	157.3		$	119.6
Gross Profit (1)		31.0		18.7		4.1			23.8			24.8
Net Income (Loss) (1)		4.8		4.2		(3.8	)		(5.6	)		(1.1	)

2006	First			Second			Third		Fourth
Net Sales	$	96.5		$	91.1		$	131.9	$	126.5
Gross Profit (1)		18.3			18.2			30.7		40.4
Net (Loss) Income (1)		(7.3	)		(8.8	)		2.6		13.8

(1) Curtailment gains of $6.4 and $7.4, were recorded in the fourth quarters of 2007 and 2006, respectively, associated with changes to the Defined Benefit Plan and the Supplemental Plan – See Note 13.

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Schedule II

REMINGTON ARMS COMPANY, INC.

Valuation and Qualifying Accounts
Years Ended December 31, 2007, 2006, and 2005
(Dollars in Millions)

	Balance at Beginning of Period				Charged to Costs and Expenses				Deductions to Reserve				Balance at End of Period
Description:
Deducted from Asset Account:
Allowance for Doubtful Accounts
YEAR ENDED
December 31, 2007		$	(1.2	)		$	0.1			$	0.4			$	(0.7	)
YEAR ENDED
December 31, 2006		$	(0.5	)		$	(0.8	)		$	0.1			$	(1.2	)
YEAR ENDED
December 31, 2005		$	(0.5	)		$	0.0			$	0.0			$	(0.5	)
Description:
Deducted from Asset Account:
Inventory Reserves
YEAR ENDED
December 31, 2007		$	(2.1	)		$	(1.4	)		$	1.0			$	(2.5	)
YEAR ENDED
December 31, 2006		$	(1.9	)		$	(0.7	)		$	0.5			$	(2.1	)
YEAR ENDED
December 31, 2005		$	(1.6	)		$	(1.2	)		$	0.9			$	(1.9	)
Description:
Deducted from Asset Account:
Valuation allowance for deferred tax assets
YEAR ENDED
December 31, 2007		$	(27.3	)		$	3.7			$	0.7			$	0*
YEAR ENDED
December 31, 2006		$	(25.6	)		$	(1.9	)		$	0.2			$	(27.3	)
YEAR ENDED
December 31, 2005		$	(15.5	)		$	(8.7	)		$	(1.4	)		$	(25.6	)

*($22.9) Balance of the valuation allowance was eliminated in the allocation of the purchase price.

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

              None.

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Item 9A(T). CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

          The Company maintains disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act), which are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

           We have restated our previously issued financial statements for the quarter ended June 30, 2007 (the “Quarterly Period”) to reflect the correction of an error related to our provision for income taxes which resulted from the Company incorrectly accounting for income taxes for the Quarterly Period by applying an estimated effective tax rate for the annual period beginning January 1, 2007 and ending December 31, 2007 to the Quarterly Period.

          As of and for the period ended December 31, 2007 (the “Evaluation Date”), an evaluation of the effectiveness of the Company’s disclosure controls and procedures was conducted under the supervision of, and reviewed by, the Company’s Chief Executive Officer and Chief Financial Officer. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at the Evaluation Date.

Impact of the Restatement on Disclosure Controls and Procedures

          Our disclosure controls and procedures are designed to ensure that information required to be disclosed in our financial reports have been made known to management, including our Chief Executive Officer and Chief Financial Officer, and other persons responsible for preparing such reports so that such information may be recorded, processed, summarized and reported in a timely manner. The circumstances surrounding the error related to our provision for income taxes were made known to the Company’s Chief Executive Officer and Chief Financial Officer through operation of our disclosure controls and procedures during our review of the Evaluation Date period. In consideration of the disclosure circumstances surrounding the discovery of the error, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were operating effectively at the Evaluation Date.

Management’s Assessment of Internal Control Over Financial Reporting

          Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

          Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

          Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over

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financial reporting as of December 31, 2007 based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and in accordance with the interpretive guidance issued by the SEC in Release No. 34-55929. Based on that evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2007.

          This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Impact of Restatement on Internal Control over Financial Reporting and Changes in Internal Control over Financial Reporting

          In conducting its assessment of internal control over financial reporting, management considered the control deficiency (which was determined to constitute a significant deficiency) in internal control over financial reporting that resulted in the need to restate our previously issued financial statements. We reviewed and analyzed the Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 99, “Materiality,” Accounting Principles Board Opinion No. 28, “Interim Financial Reporting,” paragraph 29 and SAB Topic 5 F (“Accounting Changes Not Retroactively Applied Due to Immateriality”). As part of the analysis, our management considered the impact of the restatement adjustment on the financial statements of prior interim periods and determined to restate our previously issued financial statements because the impact of the error was material to the current year’s reported net income (loss). Based on our review and analysis, including the foregoing, our management also concluded that the control deficiency in internal control over financial reporting that resulted in the restatement of the prior period financial statements did constitute a significant deficiency, but did not constitute a material weakness. The Company’s management concluded that this significant deficiency did not constitute a material weakness because it arose from an inadvertent oversight in a highly complex area of accounting and reporting for business combinations using the purchase method of accounting. The Company’s management believes that the oversight was an isolated incident that was not due to a lack of recognition of the risk or effort by management to make appropriate and accurate financial disclosures. Accordingly, the Company’s management believes that it is not indicative of a material weakness in internal control over financial reporting. This significant deficiency has been reported to the audit committee by our management and to our independent registered public accounting firm. The Company’s internal controls have been strengthened through increased review and communication by the Company and its outside tax advisors to help ensure compliance in the area of accounting for certain of the Company’s non-routine transactions. Management believes that there were no other material events that occurred during or with respect to the quarter ended December 31, 2007, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Item 9B. OTHER INFORMATION

None.

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PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

          The names, ages and positions of the directors and executive officers of Remington are set forth below. All directors are elected annually and hold office until their successors are elected and qualified, or until their earlier removal or resignation.

Name	Age	Position
Paul A. Miller (a)(d)	49	Director, Chairman
Bobby R. Brown (c)	75	Director
Grant Gregory	67	Director
General Michael W. Hagee (Ret.) (a)	63	Director
General George A. Joulwan (Ret.) (d)	68	Director
George Kollitides, II (a)(c)(d)	38	Director
Walter McLallen (a)(c)	42	Director
Scott Parker (b)	41	Director
James J. Pike	65	Director
Edward H. Rensi	64	Director
Madhu Satyanarayana (b)	26	Director
Frank A. Savage	60	Director
George Zahringer III (b)	54	Director
Thomas L. Millner(a)	54	Director, Chief Executive Officer
Stephen P. Jackson, Jr.	39	Chief Financial Officer, Treasurer, and Corporate Secretary
Theodore A. Torbeck	51	Chief Operating Officer
John DeSantis	58	Chief Technology Officer
E. Scott Blackwell	46	President, Global Sales and Marketing
Mark A. Little	60	Chief Administrative Officer
Igor Popov	42	Chief Restructuring Officer
Jeffrey B. Costantin	48	Chief Information Officer
John M. Dwyer, Jr.	49	Senior Vice President of Brand Management and Product Development— Firearms and Ammunition

(a)	Member, Executive Committee
(b)	Member, Investment and Benefits Committee
(c)	Member, Audit Committee
(d)	Member, Compensation Committee

          After being elected by the sole stockholder, RACI Holding, Inc., each of our directors holds office until the next succeeding annual meeting of the stockholders.

          None of our officers or directors has any family relationship with any director or other officer. “Family relationship” for this purpose means any relationship by blood, marriage or adoption, not more remote than first cousin.

          The business experience during the past five years of each of the directors and executive officers listed above is as follows:

          Paul A. Miller has served as Vice President of Cerberus Operations & Advisory Company since January 2007. From January 2006 until January 2007, he served as President of TechExec, Inc. From November 2004 until January 2006, Mr. Miller served as Chief Operating Officer of Velocita Wireless LLC. From October 2004 until prior to 2003, he served as President of TechExec, Inc. Mr. Miller was appointed by the Board of Remington to serve as Chairman of the Board and to serve as chairman of the compensation committee. Mr.

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Miller is also on the board of directors of BFI Holdings LLC, Bushmaster Firearms International LLC, Tier 1 Group LLC and Bushmaster Custom Shop LLC.

          Bobby R. Brown has served as a director of Remington since prior to 2003. Mr. Brown currently serves as a director of Delta Trust and Bank and Patriot Coal Company, Inc. Mr. Brown serves on the compensation committee of Delta Trust and Bank and the executive committee and the compensation committee of Patriot Coal Company, Inc.

          Grant Gregory has been employed by Cerberus Operations & Advisory Company since 2005. From prior to 2003 to 2005, Mr. Gregory was employed with Gregory & Hoenemeyer Investments. Mr. Gregory currently serves as a director on the boards of AMBAC Inc., AMBAC Indemnity, Inc., MCI, and DoubleClick, Inc.

          General Michael W. Hagee (Ret.) retired on January 1, 2007, after serving as the 33^rd Commandant of the Marine Corps from January 2003 through November 2006. General Hagee (Ret.) serves on the board of directors of Bushmaster Firearms International LLC, IAP World Wide Services and National Interest Security Co. LLC.

          General George A. Joulwan (Ret.) has been self-employed with One Team, Inc., as a strategic consultant since 2003. He has been retired from the United States Army since prior to 2003. General Joulwan (Ret.) serves on the board of directors of General Dynamics, Inc., Alion, nGRAIN and IAP World Wide Services.

          George Kollitides has been employed with Cerberus since 2004, and is presently a Managing Director. From 2004 to prior to 2003, he was President and Managing Director of TenX Capital Management. Mr. Kollitides was appointed by the Board to serve as a member of the Compensation Committee. Mr. Kollitides serves on the board of directors of Bushmaster Firearms International LLC, IAP World Wide Services, DPMS Panther, The Marlin Firearms Company, Rafaella Apparel Group, Inc., Tier 1 Group and ZNR.

          Walter McLallen has been a principal of Meritage Capital Advisors since January 2004. Prior to January 2004, Mr. McCallen was a Managing Director at CIBC World Market (“CIBC”) since prior to 2003. He currently serves as a director of Bushmaster Firearms.

          Scott Parker joined Cerberus in 2006. Prior to joining Cerberus, he was Chief Financial Officer of GE Capital Solutions since 2005. From 2005 to 2003, Mr. Parker was Chief Financial Officer of GE Corporate Financial Services. From 2003 and prior, he was Vice President, Financial Planning and Analysis of GE Capital Services.

          James J. Pike has served as chairman and chief executive officer of CTA Acoustics, Inc., Therma Fiber, Inc., VHC Inc. and WMI Inc. since prior to 2003. Mr. Pike serves on the Lindsey Wilson College Board of Trustees and the Board of the Detroit Institute of Ophthalmology.

          Edward H. Rensi has been an owner and Chief Executive Officer of Team Rensi Motorsports, which sponsors two cars in the NASCAR Nationwide Series, since prior to 2003. From prior to 2003, Mr. Rensi was President and Chief Executive Officer of McDonald’s U.S.A. Mr. Rensi serves as a Director of Great Wolf Resorts, Inc. and of International Speedway Corporation.

          Madhu Satyanarayana joined Cerberus in 2005. Prior to joining Cerberus, he was an investment banker at UBS Investment Bank. Mr. Satyanarayana received his B.A. in Economics from Harvard University in 2003.

          Frank A. Savage has served as a Vice Chairman of US Investment Banking for Lazard Freres & Co. LLC since January 2003. From prior to 2003 until joining Lazard, he served as Co-Head of the Restructuring Practice at BT Alex Brown Inc.

          George Zahringer III has served as a Senior Managing Director at Bear Stearns & Co. Inc. since prior to 2003. Mr. Zahringer currently serves on the boards of directors for Chrysler, LLC and NewPage Corporation.

          Thomas L. Millner has served as President, Chief Executive Officer and a director of Remington and Holding since prior to 2003. In May 2007, he became Remington’s Chief Executive Officer. Mr. Millner

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currently serves on the Board of Directors of Stanley Furniture Co., Inc., LazyDays RV SuperCenter, Bushnell Outdoor Products, and U.S. Sportsmen’s Alliance.

          Stephen P. Jackson, Jr. joined Remington in June 2003 as Vice President – Finance, Treasurer, and Corporate Secretary. In June 2005, he became Senior Vice President – Finance and Service Operations, Treasurer, and Corporate Secretary. In April 2006, he became Senior Vice President, Chief Financial Officer, Treasurer, and Corporate Secretary. In May 2007, he became Chief Financial Officer, Treasurer and Corporate Secretary. From 2002 to 2003, he was a partner at PricewaterhouseCoopers LLP.

          Theodore H. Torbeck joined Remington as the Chief Operating Officer in February 2008. Prior to his employment with Remington, Mr. Torbeck had been an employee of General Electric Company since 1978, serving in various positions, including the Vice President Operations of GE Industrial from October 2006 to October 2007, President and Chief Executive Officer of GE Rail Services from September 2004 to September 2006, and Vice President and General Manager – Global Supply Chain of GE Aircraft Engines from prior to 2003 to September 2004.

          John DeSantis joined Remington in July 2007 as President, Firearms Operations. In January 2008, he became Remington’s Chief Technology Officer. From April 2006 through June 2007, he served as CEO of Bushmaster Firearms International LLC. From prior to 2003 to April 2006, Mr. DeSantis served as CEO of Bushmaster Firearms International LLC.

          E. Scott Blackwell joined Remington in July 2007 as President, Global Sales and Marketing. From September 2006 through June 2007, he served as President and Chief Sales and Marketing Officer of Bushmaster Firearms International LLC. From prior to 2003 through August 2006, Mr. Blackwell served as Division Manager and Executive Vice President of Law Enforcement of Beretta USA Corp.

          Mark A. Little has served as Chief Administrative Officer of Remington since May 2007. From April 2006 to May 2007, he served as Remington’s Executive Vice President and Chief Administrative Officer. From prior to 2003 until April 2006, he served as Remington’s Executive Vice President and Chief Financial Officer.

          Igor Popov joined Remington in June 2007 as Chief Restructuring Officer. From December 2006 through May 2007, Mr. Popov served as an associate of Cerberus Operations and Advisory Company. From September 2005 through November 2006, he served as a self-employed consultant to APW, Ltd. Mr. Popov was employed as the President of Stolper, LLC from February 2004 through July 2005, and was Principal Consultant for TRG from prior to 2003 through February 2004.

          Jeffrey B. Costantin joined Remington in November 2007 as Chief Information Officer. From 2004 to November 2007, he served in various information technology positions with Cerberus companies. From prior to 2003 to 2004, Mr. Costantin was employed as a Senior Consultant with SBI Enteris Inc.

          John M. Dwyer, Jr. has served as Remington’s Senior Vice President of Brand Management and Product Development – Firearms & Ammunition since October 2007. From prior to 2003 until October 2007, he served as Remington’s Vice President – Sales and Marketing for Ammunition and Clay Targets.

Involvement in Certain Regulatory Proceedings

          In March 2004, following a prolonged process during which Mr. McLallen disputed the foundation of the allegations made by the New York Stock Exchange, Inc. (the “NYSE”), and without admitting or denying guilt, Mr. McLallen settled a disciplinary proceeding (the “Settlement”) resulting from a Stipulation of Facts and Consent to Penalty that he entered into with the Division of Enforcement of the NYSE. The Settlement was related to personal stock trades that Mr. McLallen made in 2001 in the aggregate amount of almost $44,000 while he was employed at CIBC. The NYSE stipulated that (i) Mr. McLallen was in possession of material non-public information regarding a possible restatement of financial statements for a particular company, and (ii) he avoided losses of approximately $28,000 by selling that company’s common stock in August 2001. Additionally, the NYSE stipulated that Mr. McLallen, when asked by CIBC regarding his sale of such common stock, made an omission of a material fact by failing to disclose to CIBC all of the facts relating to his recent dealings with the company. Pursuant to the Settlement, Mr. McLallen consented to findings that he engaged in conduct inconsistent with just and equitable principles of trade, and without admitting or denying any of the findings of fact (around which significant controversy existed), agreed to a censure, a fine of $25,000, and a six

121

month bar from membership, allied membership, approved person status and from employment or association in any capacity with any NYSE member or member organization. The six month bar expired in November 2004.

Audit Committee Composition

          The Company has a separately designated standing audit committee established in accordance with Section 3(a) (58) (A) of the Exchange Act. The Audit Committee, which currently consists of Bobby R. Brown, Chairman, George Kollitides II, and Walter McLallen, has the authority and responsibility, among other things, to recommend to the Board the selection of one or more independent registered public accounting firms; to approve the fees paid to the independent registered public accounting firm; to discuss with the independent registered public accounting firm the results of the annual audit and quarterly reviews; to review and evaluate the systems of internal control over financial reporting, compliance with laws and regulations, and operational efficiency and effectiveness; and to make reports to the Board periodically with respect to its findings.

Audit Committee Financial Expert

          Remington’s board of directors has determined that in its judgment, Bobby R. Brown is an independent director and qualifies as an “audit committee financial expert” in accordance with the applicable rules and regulations of the SEC. An audit committee financial expert is a person who has (1) an understanding of generally accepted accounting principles and financial statements; (2) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (3) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by Remington’s financial statements, or experience actively supervising one or more persons engaged in such activities; (4) an understanding of internal control over financial reporting; and (5) an understanding of audit committee functions.

Code of Ethics

          Remington has a code of ethics that applies to all salaried employees and members of the Board of Directors. Our code of ethics, referred to as “Business Ethics Policy and Procedures” is publicly available on our website under Investor Relations at www.remington.com and is available in print to any stockholder who requests it. Remington will disclose on the Investor Relations page on its website any amendments and waivers with respect to the code of ethics that would otherwise be required to be disclosed under Item 5.05 of Form 8-K.

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Item 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

          We want our executive officers to take appropriate risks with our capital in order to generate returns for our stockholder and bondholders, while at the same time sharing the downside risk if those risks result in poor performance or even loss. Through our compensation processes and programs, we endeavor to create an environment that fosters and rewards measured risk-taking while aligning our compensation programs with our overall compensation philosophy and principles, which consist of the following:

1.	Compensation should be a management tool to achieve business results;
2.	Competitive “total compensation” opportunities should be provided based primarily on institutional knowledge of our industry and research regarding the compensation practices typical of our industry; and
3.	Total compensation should be aligned with relative internal performance targets and contribution to the overall achievement of our business objectives and should be focused on operating performance, working capital management, and business process improvement, which we refer to as Adjusted EBITDA. Adjusted EBITDA consists of earnings before interest, taxes, depreciation and amortization, as adjusted for certain non-recurring or unusual transactions and as defined in Note 22 to the consolidated audited financial statements included in this annual report on Form 10-K.

          We foster an attitude of shared risk-taking with our executive officers by providing a significant portion of our executive officers’ incentive compensation through long-term and short-term operating performance-based awards. We evaluate and reward executive officers based on dynamic factors such as whether they are willing and able to challenge existing processes, adapt to sudden or frequent changes in priorities and capitalize on “windows of opportunity.”

          Our Compensation Committee reviews and approves our executive compensation policies.

Executive Compensation Policy
	Remington’s compensation programs consist of the following components:
•	Annual base salary
•	Annual cash bonus incentive plan
•	Perquisites
•	Equity awards
•	Long Term Incentive Compensation Plan (“LTIP”)
•	Pension and retirement benefits
•	Other benefits
•	Special discretionary benefits
•	Change in control and severance benefits

          We use short-term compensation (base salary, annual cash bonuses, and perquisites) and long-term compensation (equity awards, LTIP, pension and retirement, and other benefits) to achieve our goal of driving long-term growth in Adjusted EBITDA and generation of free cash flow. Based on our ownership structure as well as precedent for officers of similar companies, the Board of Directors, upon the recommendation of the Compensation Committee, determined it was appropriate to enter into employment agreements that include change in control and severance benefits for certain Named Executive Officers in order to provide certain protections for Remington post-termination for a reasonable and measurable cost. The annual cash bonuses and the long-term compensation elements, particularly the equity awards and LTIP, are designed to emphasize the performance measures our executive officers need to achieve in order to deliver value to Remington. In short, compensation for our executive officers is structured to emphasize variable pay based on performance, with base salary and annual cash incentive opportunities established based on historical averages that reflect updates based on actual performance each annual period.

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          As of January 1, 2007, the Compensation Committee was composed entirely of non-management directors, each of whom had been determined in the Board’s business judgment to be independent based on the standards for independence adopted by the Board of Directors. As a result of the acquisition of our sole stockholder, RACI Holding, Inc. (“Holding”) by American Heritage Arms (“AHA”) (the “AHA Acquisition”) on May 31, 2007, a new Compensation Committee was appointed shortly thereafter. Although the current Compensation Committee is still composed of non-management directors, they have not all been deemed to be independent. The Compensation Committee evaluates the percentage mix of compensation components that it believes is appropriate for each of our executive officers. This is not a mechanical process, and the Compensation Committee uses its judgment and experience and works with our board of directors, along with our ownership, to determine total compensation and the appropriate mix of our various compensation components. The Compensation Committee has responsibility for oversight and review of our total compensation strategy, taking into consideration existing company-wide benefit plans, and has responsibility for certain executive benefit plans, including administering our annual management cash bonus incentive compensation plan, determining the compensation for the Chief Executive Officer and reviewing and approving the compensation for the Chief Financial Officer and our other officers, including those identified below, whom we refer to collectively with the Chief Executive Officer as our Named Executive Officers.

          The Compensation Committee reviews, on at least an annual basis, the appropriateness and effectiveness of our compensation processes and programs as enumerated in the Overview section above. The Compensation Committee approves, on an annual basis, target award opportunities and performance criteria to be utilized in the annual cash bonus incentive plan. In addition, the Compensation Committee considers, on an annual basis and subject to periodic review, equity-based awards and long-term incentive plans, including the LTIP.

          We informally consider competitive market practices with respect to the salaries and total compensation of our officers. We review the market practices by speaking to recruitment agencies and reviewing annual reports on Form 10-K or similar information of other companies within our industry. In addition, the Compensation Committee has the authority to engage an outside compensation and benefits consultant to make recommendations relating to the overall compensation philosophy, comparable base salary levels, short-term and long-term incentive compensation plans, appropriate performance parameters for such plans, and related compensation matters. The Compensation Committee, prior to the AHA Acquisition, utilized Heidrick & Struggles (the “Consultant”) to assist in establishing salary ranges and incentive compensation percentages for certain of Remington’s officers.

Components of Total Compensation

          Annual Base Salary. Base salary is used to recognize the experience, skills, knowledge and responsibilities required of the officers in their roles. Salaries are reviewed on an annual basis, as well as at the time of promotion or other changes in responsibilities. The leading factor in determining increases in base salary level is the employment market for senior executives with similar levels of experience and skills. When establishing the base salaries of the Named Executive Officers, the Compensation Committee and Chief Executive Officer consider a number of factors including the seniority of the Named Executive Officer, the functional role of the position, the level of the Named Executive Officer’s responsibility, and our ability or likelihood to replace the Named Executive Officer with an individual with similar skills and experience.

          For fiscal year 2007, the Compensation Committee, after considering our recent financial performance, overall roles and responsibilities, corporate goals and objectives, and incorporating the Consultant’s recommendations, increased the base salaries of Thomas L. Millner, Paul L. Cahan and John M. Dwyer, Jr. by approximately 10%, 11% and 7%, respectively, effective January 26, 2007. Effective July 1, 2007, the base salaries of Stephen P. Jackson, Jr. and Thomas L. Millner were increased by approximately 20% and 8%, respectively, as the result of additional responsibilities resulting from the AHA Acquisition. On July 1, 2007, John DeSantis was hired as an executive officer of Remington. His salary was determined by reviewing his previous salary, his responsibilities and the unique skills that are required to perform his responsibilities as President of Firearms Operations. In addition, Mr. Dwyer’s compensation was increased by approximately 20% on October 15, 2007, as a result of his promotion to Senior Vice President Brand Management and Product Development-Firearms and Ammunition.

          Annual Cash Bonus Incentive Compensation. Each year the Compensation Committee considers whether to adopt an annual cash bonus incentive compensation plan for our executive officers and certain other employees based on the budgeted performance of Remington. In January 2007, the Compensation Committee

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approved the 2007 Incentive Compensation Plan, which provides for eligible participants to earn incentive compensation upon Remington’s achievement of certain Adjusted EBITDA performance targets. For 2007, the plan was created to pay each participant 5% of his or her bonus target for each 1% increase in Remington’s performance, starting at 81% of $54.0 million of Adjusted EBITDA. Each participant’s individual bonus percentage was to be computed on base salary at December 31 multiplied by the pre-established target bonus percentage. The 2007 plan called for a maximum award of 110% of Adjusted EBITDA, or 150% of an individual’s target. At 90% Adjusted EBITDA performance, each plan participant would receive 50% of his or her target bonus. At 100% Adjusted EBITDA performance, each plan participant would receive 100% of his or her target bonus. At 110% Adjusted EBITDA performance, each plan participant would receive 150% of his or her target bonus. With respect to the Named Executive Officers and a limited number of other participants, 10% of their individual total award is based on 12 monthly goals which each account for 0.833% of that bonus. The goals are expressed as a percentage of the last 12 month average working capital as a percentage of last 12 months net sales on a rolling 12 month total. The 2007 plan was structured based on the 2007 budget, which contained improved goals, whereas the 2006 plan was developed with motivation of employees as a key objective, along with improved financial performance.

          In February 2008, the Compensation Committee approved the removal of the maximum cash bonus award limitations for the 2007 plan as a reward to all the participants for their 2007 efforts and expected financial results.

          The performance criteria applicable to the Chief Executive Officer, Chief Financial Officer, and the other Named Executive Officers for purposes of the 2007 incentive compensation plan are determined based solely on Remington’s corporate performance. Upon achievement of certain levels of Adjusted EBITDA, the Compensation Committee provided for a percentage of the achieved Adjusted EBITDA level to be paid to the employees participating in the 2007 plan. Once that total dollar amount was determined, then each employee would be allocated his or her bonus based on his or her target incentive award percentages of base salary. For 2007, the Compensation Committee provided that the target incentive award would begin for the Chief Executive Officer at 100% and for the Chief Financial Officer and other Named Executive Officers, depending on position, at 60% to 100% of base salary. Mr. Jackson’s and Mr. Little’s target incentive awards were increased to 100% in July and October 2007, respectively, effective in 2007, in order to be in alignment with other direct reports to the Chief Executive Officer. In addition, in connection with his promotion to Senior Vice President of Brand Management and Product Development – Firearms and Ammunition, Mr. Dwyer’s target incentive award was increased to 80% of his base salary effective in 2008.

          In 2007, the Named Executive Officers earned incentive compensation based on $54.0 million of Adjusted EBITDA. Accordingly, members of management who were Named Executive Officers in 2007 were eligible for and will receive bonus payments for the year ended December 31, 2007 in the aggregate amount of $2,826,699. See the “2007 Grants of Plan-Based Awards” table for a breakout of amounts paid to each of the Chief Executive Officer, Chief Financial Officer and the remaining active Named Executive Officers. Mr. Cahan, who retired in August 2007, is entitled to $197,667 as full settlement of all obligations and liabilities relating to both the 2007 Incentive Compensation Plan as well as the LTIP as discussed below in “Severance – Paul L. Cahan”.

          Annual cash bonuses are intended to reward corporate performance during the year and can therefore be highly variable from year to year.

          Perquisites.

          Personal Financial Services Consulting. We retain the services of a financial services firm to assist Messrs. Millner, Jackson, and Little with their personal asset management. Remington provides this benefit in order for the officers to focus more of their time to the direction of our operations. See footnotes 9, 10 and 11 of the “2007 Summary Compensation Table” for a breakout of the cost of these services, including tax gross-up amounts, for Messrs. Millner, Jackson and Little.

          Living Expenses Reimbursement. Remington provided Mr. Cahan with amounts for basic living expenses (including apartment rental) and income taxes thereon, which were incurred in connection with the fulfillment of his duties and responsibilities with respect to Remington’s manufacturing operations in Ilion, New York before he resigned in August 2007. Mr. Cahan’s primary residence is outside the state of New York. After July 1, 2007 Remington provided Mr. DeSantis with amounts for basic living and commuting expenses and income taxes thereon. Mr. DeSantis’ expenses were incurred in connection with his fulfillment of duties

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and responsibilities with respect to Remington’s manufacturing operations in Ilion, New York and Mayfield, Kentucky. Mr. DeSantis’ primary residence is outside the state of New York. Remington provided these amounts because of the responsibilities related to these particular positions and unique skills required to perform these responsibilities. See footnotes 11 and 13 of the “2007 Summary Compensation Table” for the amounts, including tax gross-up, of these costs for each of Messrs. Cahan and DeSantis.

          Equity Awards. Equity awards, which, if awarded, are expected to be awarded as interests in AHA common stock, will be intended to align executive management’s interests directly with those of AHA. The equity interests would be intended to reward company performance during the year and incent management continuity and retention along with longer-term strategic thinking. As a result, the Compensation Committee periodically determines if equity interests should be awarded after taking into account Remington’s overall compensation philosophy and the interests of AHA. We do not engage in option timing of any kind and we expect that our equity awards will be highly variable from year to year.

          Prior to the AHA Acquisition, we historically compensated certain of our executive officers with equity interests in Holding’s common stock. No equity interests in Holding or AHA were granted in 2007 or 2006 to employees of Remington in connection with their service to Remington. However, as a result of the AHA Acquisition on May 31, 2007, the Company incurred $1.5 million of employee stock compensation expense related to the remainder of unvested stock options held by employees and directors of Remington and the deferred shares held by employees of Remington. In addition, the Company recorded $0.2 mark-to-market expense related to the conversion of Holding’s redeemable shares. Upon completion of AHA’s acquisition of Holding, all of these outstanding stock options immediately vested subject to the applicable change in control provisions in Holding’s 1999 Stock Incentive Plan and 2003 Stock Option Plan and were subsequently cancelled by Holding. In addition, the deferred shares were converted to equity and subsequently purchased by AHA.

          Long-Term Incentive Compensation Plan. We believe that long-term performance is achieved by requiring management to achieve certain levels of Adjusted EBITDA that generate certain levels of cash flows. In August 2006, the Compensation Committee recommended and the Board of Directors approved the 2006 Long-Term Incentive Compensation Plan for certain executive employees, including the Named Executive Officers. The LTIP is based on our total Adjusted EBITDA performance for each individual year between 2006 and 2009 and the total amount earned during the period will be paid out in the first quarter of 2010. In order to receive the 2010 payment, each Named Executive Officer or other participant must be an employee of Remington on December 31, 2009. The Compensation Committee approved a target payout for all executive officers, including the Named Executive Officers, of 40% of base salary as of the end of each calendar year over the 2006-2009 periods. The Compensation Committee established Adjusted EBITDA target goals of $40.0 million, $42.0 million, $44.1 million, and $46.3 million for 2006, 2007, 2008, and 2009, respectively. These goals were established as a target that we believed that the stockholder and bondholders would deem as successful to highly successful. Remington achieved its LTIP target goals in 2006 and 2007.

          Accordingly, LTIP participants who were Named Executive Officers in 2007 were eligible for and earned awards for 2007 in the aggregate amount of $753,400. See the “2007 Grants of Plan-Based Awards” table for the individual amounts earned by the Chief Executive Officer, Chief Financial Officer and the remaining Named Executive Officers.

          Long-term incentive compensation, and specifically this LTIP, is intended to reward corporate performance, promote longer-term strategic thinking and promote continuity and retention and can therefore be highly variable from year to year.

          Pension and Retirement Benefits.

          Defined Benefit Plans. The Remington Arms Company, Inc. Pension and Retirement Plan, which we refer to as the Retirement Plan, was established effective December 1, 1993 to provide retirement income and survivor benefits to Remington’s employees and their beneficiaries through a tax-qualified program. We also adopted the Retirement Plan in order to maintain, and to decrease, employee turnover levels, as well as to protect our competitive benefits position in our industry. Pension benefits under the Retirement Plan are limited in accordance with the provisions of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, governing tax-qualified pension plans. We also adopted a Supplemental Pension Plan effective January 1, 1998, that provides eligible participants with retirement benefits of 2% of average monthly earnings multiplied by years of service, reduced by the amount actually earned by such participants under the Retirement Plan. The Supplemental Pension Plan is a non-qualified plan under the Code. Remington also adopted the Supplemental

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Plan in order to provide an equitable pension award amount as a percent of salary, in conjunction with the Retirement Plan, for those employees whose salaries were above certain IRS limitations. We refer to the Retirement Plan and the Supplemental Plan collectively as the Pension Plans. Messrs. Millner, Little, and Cahan were eligible to participate in the Pension Plans during the year ended December 31, 2007, and each of them remain eligible to participate in the Pension Plans except for Mr. Cahan, who retired in August 2007. Mr. Dwyer is eligible to participate in the Retirement Plan. Mr. Jackson is eligible to participate in the Supplemental Plan. Benefits under the Supplemental Plan are not pre-funded and are paid by Remington when due.

          Retirement benefits under the Pension Plans are generally based on an employee’s years of benefit service as computed under the applicable provisions of each of the Retirement Plan and Supplemental Plan. Generally, an employee’s benefit service under the Pension Plans includes all of his service with Remington and his service, if any, with DuPont prior to the 1993 Acquisition; however, eligible employees who elected to retire from DuPont will receive retirement income from the DuPont retirement plan in connection with the 1993 Acquisition. Retirement benefits are generally paid in annuity form, for life, commencing at the employee’s 65^th birthday, although longer service employees may elect to commence receiving retirement income at an earlier age.

          Benefits recognized under the Pension Plans for the years ended December 31, 2007 and 2006 generally include an employee’s average monthly compensation including the last full month of service. Compensation for this purpose includes base salary and 50% of annual cash incentive compensation awards. Compensation does not include awards and payments under any other special compensation plans such as the LTIP, payments for severance, relocation or other special payments.

          In October 2006, the Board of Directors, upon the recommendation of the Benefit and Investment Committee, approved an amendment to the Retirement Plan to be effective December 31, 2007. As a result of the amendment, for the Named Executive Officers in the Retirement Plan (Messrs. Millner, Little, and Dwyer), future accrued benefits were frozen as of January 1, 2008. In addition, for Named Executive Officers in the Supplemental Plan (Messrs. Millner, Jackson and Little), future accrued benefits also were frozen as of December 31, 2007, although years of service will continue to accrue when calculating eligibility for early retirement. For accrued service through December 31, 2007, the pension benefit calculation will not change. Mr. Cahan retired in August 2007, and accordingly his benefits have stopped accruing and are not affected by these amendments.

          The decision to freeze the Pension Plans for certain employees, including all Named Executive Officers, was a result of the cost associated with the Pension Plans as compared to the benefits realized by Remington, the levels of cash required to maintain appropriate funding levels of the plans, and the competitive requirements in our industry having changed since the inception of the Pension Plans.

          Defined Contribution Plans. Prior to January 1, 2006, we sponsored a qualified defined contribution plan, which we refer to as the Defined Contribution Plan, and matched 50% of a participant’s contributions up to a maximum of 6% of a participant’s compensation for all eligible employees. Effective January 1, 2006, we established a second qualified defined contribution plan that matches 100% of the first 4% of a participant’s contributions, which we refer to as the 401(k) Plan. The 401(k) Plan includes all nonunion employees of Remington, including the Named Executive Officers listed below. The Defined Contribution Plan remains in existence for all Ilion union employees who are not included in the 401(k) Plan. Messrs. Millner, Jackson, Little, DeSantis and Dwyer participate in the 401(k) Plan. Since these amounts are characterized as defined contribution, payments are provided to the employees upon their termination from Remington in a manner decided upon by each respective employee in accordance with his or her own personal financial situation.

          In addition, effective January 1, 1998, Remington adopted the Supplemental Savings Plan, which we refer to as the SERP Savings Plan. This plan is a non-qualified defined contribution plan under the Code. The SERP Savings Plan provides for matching of compensation contributions beyond the IRS covered compensation limits in order to allow the Named Executive Officers the same salary matching afforded to all employees. Per the provisions of the plan, each participant was allowed to make a one-time election in 2006 to receive the full balance of his or her account on a specified date after December 31, 2006. During the third quarter of 2006, each participant elected to receive a distribution of their respective account balances on January 16, 2007. As such, on January 16, 2007, the following gross amounts relating to the SERP Savings Plan, less applicable federal and state income taxes and including interest at the prime rate (as identified in the Wall Street Journal) as of December 31, 2006 plus 2% (10.25% at December 31, 2006) were distributed: Mr. Millner —

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$886,726, Mr. Jackson — $67,734, Mr. Little — $485,176, Mr. Dwyer — $13,020 and Mr. Cahan — $328,312. Although the plan still exists, it is currently not an active plan.

          Postretirement Plan. We also maintain a Postretirement Benefit Plan, which we refer to as the OPEB Plan, whereby employees covered by the Retirement Plan who have at least 15 years of service at Remington may continue certain medical, dental, and life insurance benefits upon retirement, unless said employees are required to utilize DuPont health and life insurance benefits upon retirement. Medical coverage for participants in the Postretirement Benefit Plan can continue until age 65 or until the retiree becomes eligible for Medicare. At age 65, the retiree is eligible to receive a Medigap reimbursement of up to $75 each month for the employee and his covered spouse to purchase Medigap insurance. The Postretirement Benefit Plan also provides life insurance equal to the final base pay of the participant upon retirement and the percent amount gradually declines after age 65 and becomes the greater of $10,000 or 25% of last base annual earnings. At December 31, 2007, the OPEB Plan includes Messrs. Millner, Little and Dwyer.

          Other Benefits.

          Extended Medical Coverage. In an effort to provide additional benefits to our executive officers, we extended medical coverage to certain key employees (including Messrs. Millner, Jackson, Little and DeSantis), which allows them to continue to participate in our Health and Welfare Benefit Plan under certain circumstances. In the event of a change of control, or in the case of a key participant’s retirement, resignation or termination (except in the case of termination for cause), each participant will be entitled to continue to participate in the Health and Welfare Benefit Plan or any successor plans, at a cost equal to the cost for active Remington employees and on the same basis until attaining the age of 65.

          Company-provided Life Insurance. We maintain a Life Insurance Plan whereby we provide life insurance to all employees, including the Named Executive Officers. All employees receive 100% of their annual base salary to be paid in a lump sum after death. To receive benefits, all covered persons must be active employees of Remington at the time of death. We provide this benefit through the purchase of insurance policies on behalf of each employee, and Remington pays these annual premiums. See the “2007 Summary Compensation Table” for the premiums paid for each of the Named Executive Officers.

          Special Plan. Under a Special Supplemental Retirement Plan for Paul L. Cahan, which we refer to as the Special Plan, Mr. Cahan was entitled to additional supplemental retirement benefits of (i) a lump-sum payment of $77,000, payable on the date of commencement of benefits under the Supplemental Plan and (ii) credit in the Supplemental Plan as if he had received additional non-incentive compensation in March 2003 equal to $38,000, payable at the same time and in the same form as Mr. Cahan’s Supplemental Plan benefit. As a result of his retirement in August 2007, the $77,000 was paid to Mr. Cahan.

          Death Benefit Plan. In January 2001, the Remington Arms Company, Inc. Death Benefit Plan was adopted to cover the Named Executive Officers and certain other employees. The Death Benefit Plan stipulates that in the event of the death of the employee while employed by Remington, a covered employee’s beneficiary receives two times the deceased employee’s annual base salary to be paid over a period of four years (one forty-eighth of such sum is payable in monthly installments) after death. The payments commence on the first day of the month beginning after the anniversary of the employee’s death. The covered employee must be an employee of Remington at the time of death in order to receive any benefits from the Death Benefit Plan. We are not insured for these potential amounts owed and proceeds would be paid by the Company. The Death Benefit Plan specifically excludes those employees who participate in the Supplemental Plan. Accordingly, only Messrs. DeSantis and Dwyer are eligible for this benefit.

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          Special Discretionary Benefit

          On April 27, 2007 the stockholders of Holding approved the payment of a cash bonus from the proceeds of the stockholders in an aggregate amount of $3.8 million to certain of Remington’s Named Executive Officers, pending the successful closing of the AHA Acquisition. This bonus was paid on May 31, 2007 to each of the following Named Executive Officers with funds withheld from the stockholders and provided to Remington for processing. The amounts paid to Named Executive Officers were:

Name	Title	Bonus Amount
Thomas L. Millner	Chief Executive Officer	$	1,933,333
Stephen P. Jackson, Jr.	Chief Financial Officer	$	966,667
Paul L. Cahan	Former President, Ammunition and Clay Target Operations	$	450,000
Mark A. Little	Chief Administrative Officer, Executive Vice President	$	450,000

Change in Control and Severance

          Based on our ownership structure as well as precedent for officers of similar companies, the Board of Directors, upon the recommendation of the Compensation Committee, determined it was appropriate to enter into employment agreements with certain of our Named Executive Officers. As part of this decision, the Compensation Committee considered (1) restricting the ability of the individuals to solicit employees or customers from Remington subsequent to termination, (2) an estimated length of time for an individual to find comparable employment at a similar level and (3) consistency with terms and arrangements that our ownership had provided with other companies in which it has an interest. An overriding premise in entering into these agreements was to provide certain protections for Remington post-termination for a reasonable and measurable cost. It was thus decided that Remington would enter into employment agreements that the Compensation Committee believed would be beneficial to Remington (the addition of confidentiality, non-competition and non-solicitation provisions) and beneficial to the employee (severance arrangements). See “—Executive Employment Agreements” below. It was considered by the Compensation Committee that, given the time it would take for an employee at this level to find a similar job, a decision to terminate without cause would effectively freeze such Named Executive Officer’s career for a period of time. Thus, the payment of an individual’s severance was considered reasonable given the employee’s position with Remington.

          Executive Employment Agreements - Severance. As of May 31, 2007, we entered into employment agreements with each of Messrs. Millner, Jackson, Little, Cahan and DeSantis, each of which was approved and authorized by the Board. These agreements were entered into in order to provide certain protection for Remington post-termination for a reasonable and measurable cost for which precedent exists for officers of similar companies. Upon Mr. Cahan’s retirement in August 2007, Mr. Cahan entered into a Severance Agreement that generally superseded the terms of his employment agreement, except for certain covenants that remain in effect. See “Severance – Paul L. Cahan” below.

          Our employment agreement with each of Messrs. Millner, Jackson, Little and DeSantis continues until terminated by us or by the executive. Each agreement provides for a minimum annual base salary that may increase from time to time in the discretion of the Board. Each executive is also eligible to participate in our 2006 Long Term Incentive Plan and our annual incentive compensation plan for our executive officers. The targeted annual bonus percentage for the annual incentive compensation plan is 100% for each of the executives, except for Mr. Little whose targeted bonus percentage in the agreement was 90%. However, Mr. Little’s percentage was amended to 100% in October 2007.

          If the employment of any of Messrs. Millner, Jackson, Little or DeSantis terminates due to his death or disability or if we terminate his employment for “Cause”, as such term is defined in the employment agreement, he will receive the amount of his base salary earned and due but not paid through the date of termination. In addition, if the termination is due to death or disability, the individual also will receive a pro rata amount of

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incentive compensation pursuant to the Annual Incentive Compensation Plan. If we terminate “without cause” or the executive terminates for “Good Reason”, as such terms are defined in the employment agreement, the individual is entitled to receive the following during his severance period:

• Base salary in semi-monthly installments;

• A pro rata portion of incentive compensation payable through the termination date;

• Any incentive compensation earned under the Long Term Incentive Plan as of the termination date;

• Continuation of health and insurance benefits until Executive attains age 65 or, if later, the end of the severance period;

• Reimbursement of premiums paid by the Executive on any supplemental long-term disability policy maintained by the Executive as of January 1, 2007;

• Financial planning services and a gross-up payment for the tax liability attributable to receipt of such services (although Mr. DeSantis is not entitled to receive financial planning services during his severance period);

• Vested accrued benefits under our retirement plan and the executive’s benefits under his SERP; and

• Continuation in group life insurance plan.

          The severance period begins on the termination date and lasts three years in the case of Mr. Millner, two years for Messrs. Little and DeSantis, and for Mr. Jackson such period is 24 months as of the effective date of his employment agreement and reduced by one month for each of month of service until the severance period equals 12 months.

          During the term of employment and any severance period each executive is restricted from competing with us or soliciting any of our employees or customers.

          In the event we experience a change in control, each employment agreement requires that we obtain the agreement of any successor to assume and perform the employment agreement. If we do not obtain such agreement from a successor, the executive will be entitled to severance benefits as if he were terminated “Without Cause.”

          Severance payments for each of the Named Executive Officers with whom we have entered into employment Agreements are in addition to our obligation to pay such officer’s salary during the requisite notice period.

          Stock Option Plans – Change in Control. At May 31, 2007 there were 10,635 outstanding options to purchase Holding common stock under the 1999 Stock Incentive Plan and the 2003 Stock Option Plan, at a per share price of $220.31, of which an aggregate of 8,365 options were held by the Named Executive Officers. Upon a change in control, the following options immediately vested: Mr. Millner, 3,632 options; Mr. Jackson, 680 options; Mr. Little, 2,270 options; Mr. Dwyer, 1,103 options and Mr. Cahan, 680 options. As a result of the change in control that occurred upon the acquisition of Holding by AHA in May 2007, Remington incurred $0.8 million of compensation cost for the unvested stock options held by employees of Remington. Upon completion of the AHA Acquisition, all of these outstanding stock options immediately vested subject to the applicable change in control provisions in Holding’s 1999 Stock Incentive Plan and 2003 Stock Option Plan and were subsequently cancelled by Holding. Holding made payments in the aggregate, net of selling expenses and before taxes, of approximately $0.8 million to Messrs. Millner, Jackson, Little, Dwyer and Cahan for the stock options.

          Additionally, at May 31, 2007, there were 5,851 deferred shares of Holding that were converted to common equity as a result of the change in control, of which an aggregate of 4,853 deferred shares were held by the Named Executive Officers as follows: Mr. Millner, 3,393 shares; Mr. Little, 1,000 shares; Mr. Dwyer, 195 shares; and Mr. Cahan, 265 shares. The Company recorded $0.7 million of compensation expense related to the conversion of Holding’s deferred shares to equity. Messrs. Millner, Little, Dwyer and Cahan recognized earnings of approximately $0.4 million, net of selling and expenses and before taxes, for the conversion of the deferred shares to equity which were subsequently purchased by AHA. See “Non-Qualified Deferred Compensation” below.

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Role of Executive Officers in Executive Compensation

          The Compensation Committee recommends and approves the final determination of total compensation for our Chief Executive Officer, Tommy Millner. The Compensation Committee evaluates the total compensation of our other Named Executive Officers acting with advice from Mr. Millner. Mr. Millner plays no role in determining his own compensation.

Conclusion

          Remington’s compensation policies and programs are designed to retain and motivate our Named Executive Officers and to ultimately reward them for both current operating results and long-term strategic performance.

Compensation Committee Report

          The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis that accompanies this report with our management. Based on its review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2007.

          Except for the Annual Report on Form 10-K described above, this Compensation Committee report is not incorporated by reference into any of our previous or future filings with the SEC, unless any such filing explicitly incorporates the report.

Paul A. Miller, Chairman

General George A. Joulwan (Ret.)

George Kollitides, II

Summary Compensation Table

          The following tables summarize the compensation paid by Remington for services in all capacities rendered to Remington during the years ended December 31, 2007 and 2006 by its Chief Executive Officer, its Chief Financial Officer, and by each of its three other most highly compensated executive officers and departed officers who would have been included in the total except for the fact that their employment was terminated. We refer to these individuals collectively as our Named Executive Officers. In 2007, there are a total of six employees presented since Mr. Cahan would have been a qualifying highly compensated employee but for his retirement from Remington in August 2007.

          In 2007 and 2006, there was SFAS 123R expense recorded of $1.5 million and $0.3 million, respectively, the results of which are reflected below. See Note 16 to the accompanying audited consolidated financial statements contained in “Item 8 – Financial Statements and Supplementary Data” in this annual report on Form 10-K. See the “Potential Payments Upon Termination or Change of Control” section below for an explanation of the material terms of any applicable employment agreements, which are not included in the table below. As shown in the Summary Compensation Table below, salary and bonus categories generally constitute less than 50% of our Named Executive Officers’ total compensation in our effort to reward our officers for operating performance and to encourage long-term strategic action. In addition, the “NQDC” referenced in the column header that follows refers to Non-Qualified Deferred Compensation plans, of which we have the SERP Savings Plan and the Special Plan.

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2007 Summary Compensation Table
Name & Principal Position	Year	Salary ($)		Bonus ($)**		Stock Awards ($) (1)		Option Awards ($) (1)		Non-Equity Incentive Plan Compensation ($) (2)		Change in Pension Value and NQDC Earnings ($)			All Other Comp. ($)			Total ($)
Thomas L. Millner,
Chief Executive
Officer	2007	$	602,900	$	—	$	283,383	$	260,434	$	1,310,400	$	450,562	(3)	$	1,966,926	(8)	$	4,874,605
	2006	$	528,000	$	—	$	—	$	107,418	$	543,000	$	256,673	(3)	$	32,954	(8)	$	1,468,045
Stephen P.
Jackson, Jr.,
Chief Financial Officer,
Treasurer, and Corporate
Secretary	2007	$	279,167	$	—	$	—	$	48,760	$	624,000	$	37,951	(4)	$	1,000,109	(9)	$	1,989,987
	2006	$	233,333	$	—	$	—	$	20,111	$	218,000	$	36,641	(4)	$	16,245	(9)	$	524,330
Mark A. Little,
Chief
Administrative
Officer	2007	$	269,500	$	—	$	83,520	$	162,776	$	560,560	$	225,484	(5)	$	482,513	(10)	$	1,784,353
	2006	$	269,500	$	—	$	—	$	67,132	$	258,900	$	177,443	(5)	$	24,686	(10)	$	797,661
John DeSantis,
Chief Technology
Officer	2007	$	225,000	$	—	$	—	$	—	$	558,000		N/A		$	37,409	(11)	$	820,409
	2006	$	—	$	—	$	—	$	—	$	—		N/A		$	—	(11)	$	—
John M. Dwyer,
Jr., Senior Vice
President Brand
Management and
Product
Development —
Firearms and
Ammunition	2007	$	200,904	$	—	$	16,286	$	75,168	$	329,472	$	128,481	(6)	$	16,429	(12)	$	766,740
	2006	$	181,500	$	—	$	—	$	36,544	$	141,100	$	77,889	(6)	$	12,645	(12)	$	449,678
Paul L. Cahan,
Former
President,
Ammunition &
Clay Target
Operations*	2007	$	194,292	$	—	$	22,133	$	48,760	$	197,667	$	272,350	(7)	$	756,150	(13)	$	1,491,352
	2006	$	269,500	$	—	$	—	$	20,111	$	258,900	$	262,668	(7)	$	21,644	(13)	$	832,823

          * If employed for entire year would have been included in table. Mr. Cahan retired effective August 31, 2007.

          ** Annual cash incentive compensation earned pursuant to the 2007 Incentive Compensation Plan is included in non-equity incentive plan compensation column.

(1)	Amount reflects the Named Executive Officer’s portion of deferred shares which were converted to equity and subsequently purchased by AHA, as well as the options that immediately vested and were subsequently cancelled and were paid pursuant to SFAS 123(R) as a result of the AHA Acquisition.
(2)	Refer to the Grants of Plan-Based Awards table below for a break out of these amounts.

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(3)	For 2007, amount reflects change in amount accrued from December 31, 2006 to December 31, 2007 for the Retirement Plan of $28,315, the Supplemental Plan of $397,450, and the OPEB Plan of $20,985 and the earnings associated with the SERP Savings Plan of $3,812. For 2006, amount reflects change in amount accrued from December 31, 2005 to December 31, 2006 for the Retirement Plan of $33,168, the Supplemental Plan of $128,683, and the OPEB Plan of $8,550, and the earnings and Company contributions during the same period associated with the SERP Savings Plan of $95,272. Does not include incremental three years of service under the Supplemental Plan that would be entitled for termination without cause subject to the Executive Employment Agreement, as discussed below.
(4)	For 2007, amount reflects change in amount accrued from December 31, 2006 to December 31, 2007 for the Supplemental Plan of $37,628 and the earnings associated with the SERP Savings Plan of $323. For 2006, amount reflects change in amount accrued from December 31, 2005 to December 31, 2006 for the Supplemental Plan of $24,427 and the earnings and Company contributions during the same period associated with the SERP Savings Plan of $12,214. Does not include incremental 18 months of service under the Supplemental Plan that would be entitled for termination without cause subject to the Executive Employment Agreement, as discussed below.
(5)	For 2007, amount reflects change in amount accrued from December 31, 2006 to December 31, 2007 for the Retirement Plan of $37,718, the Supplemental Plan of $182,666, the OPEB Plan of $2,996 and the earnings associated with the SERP Savings Plan of $2,104. For 2006, amount reflects change in amount accrued from December 31, 2005 to December 31, 2006 for the Retirement Plan of $44,675, the Supplemental Plan of $82,145 and the OPEB Plan of $1,535, and the earnings and Company contributions during the same period associated with the SERP Savings Plan of $49,088. Does not include incremental two years of service under the Supplemental Plan that would be entitled for termination without cause subject to the Executive Employment Agreement, as discussed below.
(6)	For 2007, amount reflects change in amount accrued from December 31, 2006 to December 31, 2007 for the Retirement Plan of $120,242 and the OPEB Plan of $8,180 and earnings associated with the SERP Savings Plan of $59. For 2006, amount reflects change in amount accrued from December 31, 2005 to December 31, 2006 for the Retirement Plan of $74,104 and the OPEB Plan of $2,580, and the earnings and Company contributions during the same period associated with the SERP Savings Plan of $1,205.
(7)	For 2007, amount reflects change in amount accrued from December 31, 2006 to August 31, 2007 for the Retirement Plan of $73,724, the Supplemental Plan of $195,331 and the OPEB Plan of $1,858 and earnings associated with the SERP Savings Plan of $1,437. For 2006, amount reflects change in amount accrued from December 31, 2005 to December 31, 2006 for the Retirement Plan of $51,612 and the Supplemental Plan of $175,838, and the earnings and Company contributions during the same period associated with the SERP Savings Plan of $35,218.
(8)	For 2007, amount reflects a cash bonus of $1,933,333, as a result of the closing of the AHA Acquisition, as well as premiums paid by Remington for a Disability Insurance Policy, premiums for the Life Insurance Plan, personal financial consulting services, a tax gross-up on these personal financial consulting services and Company matching contributions to the 401(k) Plan in the amounts of $4,151, $2,663, $10,548, $7,231, and $9,000, respectively. For 2006, amount reflects premiums paid by Remington for a Disability Insurance Policy, premiums for the Life Insurance Plan, personal financial consulting services, a tax gross-up on these personal financial consulting services, and Company matching contributions to the 401(k) Plan in the amounts of $4,151, $2,328, $10,054, $8,307, and $5,765, respectively. Mr. Millner’s also includes $1,049 for the receipt of a Model 105Cti autoloading shotgun, which was provided to all of the members of our Board of Directors.
(9)	For 2007, amount reflects a cash bonus of $966,667 as a result of the closing of the AHA Acquisition, as well as premiums for the Life Insurance Plan, personal financial consulting services, a tax gross-up on these personal financial consulting services, and Company matching contributions to the 401(k) Plan of $301, $14,466, $9,675, and $9,000, respectively. For 2006, amount reflects premiums for the Life Insurance Plan, personal financial consulting services, a tax gross-up on these personal financial consulting services, and Company matching contributions to the 401(k) Plan of $492, $8,420, $3,568, and $3,765, respectively.
(10)	For 2007, amount reflects a cash bonus of $450,000 as a result of the closing of the AHA Acquisition, as well as premiums paid by Remington for a Disability Insurance Policy, premiums for the Life Insurance Plan, personal financial consulting services, a tax gross-up on these personal financial consulting services, and Company matching contributions to the 401(k) Plan in the amounts of $3,851, $2,332, $10,389, $6,941, and $9,000, respectively. For 2006, amount reflects premiums paid by Remington for a Disability Insurance Policy, premiums for the Life Insurance Plan, personal financial consulting services, a tax gross-up on these personal financial consulting services, and Company matching contributions to

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	the 401(k) Plan in the amounts of $3,850, $1,968, $9,850. $3,253 and $5,765 respectively.
(11)	Amount reflects premiums for the Life Insurance Plan, living and commuting expenses, a tax gross up on the commuting expenses, and Company matching contributions to the 401(k) Plan for Mr. DeSantis of $1,644, $17,739, $9,776, and $8,250, respectively.
(12)	For 2007, amount reflects premiums for the Life Insurance Plan, taxidermy benefits, the tax gross up on the taxidermy benefits, and Company matching contributions to the 401(k) Plan of $496, $5,545, $2,352 and $8,036, respectively. For 2006, amount reflects premiums for the Life Insurance Plan, the Death Benefit Plan, and Company matching contributions to the 401(k) Plan of $456, $4,929, and $7,260, respectively.
(13)	For 2007, amount reflects a cash bonus of $450,000 as a result of the closing of the AHA Acquisition, a special severance benefit equal to $186,687, a Special Supplemental Retirement Plan amount of $77,000, as well as premiums for the Life Insurance Plan, commuting expenses, a tax gross-up on the commuting expenses, vacation termination payments, and Company matching contributions to the 401(k) Plan of $5,477, $8,453, $5,427, $17,106, and $6,000, respectively. For 2006, amount reflects premiums for the Life Insurance Plan, basic living expenses (including apartment rental) as discussed in “Compensation Discussion and Analysis” above, a tax gross-up on these living expenses, and Company matching contributions to the 401(k) Plan for Mr. Cahan of $9,288, $4,069, $2,522 and $5,765, respectively.

Grants of Plan-Based Awards

                          The following Grants of Plan-Based Awards Tables summarize the awards to be made to our executive officers under any plan in 2007 and awards made to our executive officers under any plan in 2006. The only relevant plans during 2007 were the 2007 Incentive Compensation Plan and the Long-Term Incentive Plan, and a discussion of each is outlined below. There were no grants of equity incentive plan awards during 2007. The amounts in the table below are also included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

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2007 Grants of Plan-Based Awards
		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
Name	Grant Date		Threshold ($) (3)	Target ($) (3)		Maximum ($) (3)
Thomas L. Millner,
Chief Executive Officer
Inc. Comp. Plan (1)	1/26/2007		—	$	1,058,400	—
LTIP (2)	8/2/2006		—	$	252,000	—
			—
Stephen P. Jackson, Jr.,
Chief Financial Officer,
Treasurer, and Corporate
Secretary
Inc. Comp. Plan (1)	1/26/2007		—	$	504,000	—
LTIP (2)	8/2/2006		—	$	120,000	—
Mark A. Little, Chief			—
Administrative Officer
Inc. Comp. Plan (1)	1/26/2007		—	$	452,760	—
LTIP (2)	8/2/2006		—	$	107,800	—
John DeSantis, Chief			—			—
Technology Officer
Inc. Comp. Plan (1)	7/1/2007		—	$	378,000	—
LTIP (2)	7/1/2007		—	$	180,000	—
			—			—
John M. Dwyer, Jr.,
Senior Vice President of
Brand Mgmt and
Product Development —
Firearms and
Ammunition
Inc. Comp. Plan (1)	1/26/2007		—	$	235,872	—
LTIP (2)	8/2/2006		—	$	93,600	—
			—
Paul L. Cahan, Former
President, Ammunition
& Clay Target
Operations
Inc. Comp. Plan (1)	1/26/2007		—	$	197,667	—
LTIP (2)	8/2/2006		—	$	—	—

(1)	The annual cash bonus incentive compensation as discussed in the “Compensation Discussion and Analysis” and the narrative preceding the chart is paid out pursuant to this plan.
(2)	A component of Remington’s long-term incentive compensation, as discussed in the “Compensation Discussion and Analysis” and the narrative preceding the chart, is paid out pursuant to this plan. In 2007, each individual in the plan earned 40% of their year-end salary which will be paid in the first quarter of 2010, if the individual is still employed with Remington on December 31, 2009.
(3)	Threshold and Maximum amounts in the above table are not applicable for disclosure purposes because as of March 15, 2008, the threshold is known to have been met and the maximum has been eliminated. As a result, Target is the only applicable disclosure amount. The Target amount for the incentive compensation

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	plan reflects what was actually paid out to the individual on March 7, 2008.
(4)	Mr. Cahan retired from Remington on August 31, 2007 and as a result was not eligible to be compensated under the long-term incentive plan during 2007.

          The 2007 Incentive Compensation Plan provides for eligible participants to earn incentive compensation upon Remington’s achievement of certain Adjusted EBITDA performance targets. For 2007, the threshold target at which incentive compensation is triggered begins at 81% of $54.0 million of Adjusted EBITDA. Each participant is generally entitled to receive 5% of his target bonus for each 1% of Adjusted EBITDA beginning at 81% of the $54.0 million of Adjusted EBITDA threshold up to what was originally determined to be a maximum of 110% of Adjusted EBITDA. On February 29, 2008, the Compensation Committee decided to eliminate the maximum cash bonus award limitation in order to reward efforts during 2007 and expected financial performance. With respect to the Named Executive Officers and a limited number of other participants, 10% of their individual total award will be held back if specific monthly working capital goals are not met. The size of each cash award is determined by establishing target incentive awards expressed as a percentage of the participant’s base salary as approved by the compensation committee.

          The performance criteria applicable to the Chief Executive Officer, Chief Financial Officer, and the other Named Executive Officers for purposes of the incentive compensation plan are determined based solely on corporate performance. Upon achievement of certain levels of Adjusted EBITDA, the Compensation Committee provided for a percentage of the achieved Adjusted EBITDA level to be paid to the employees in the plan. Once that total dollar amount was determined, then each employee was allocated their bonus based on a pro-rata portion of the allocable pool based on their target incentive award percentages of salary. For 2007, the Compensation Committee provided that the target incentive award would begin for the Chief Executive Officer, Chief Financial Officer and Chief Administrative Officer at 100%, and other Named Executive Officers depending on position at 60% to 100% of base salary.

          The Long-Term Incentive Compensation Plan is based on our total Adjusted EBITDA performance for each individual year between 2006 and 2009 and the total amount earned during the period will be paid out in the first quarter of 2010. In order to receive the 2010 payment, each Named Executive Officer or other participant must be an employee of Remington on December 31, 2009. In August 2006, the Compensation Committee approved a target payout for all executive officers, including the Chief Executive Officer and Chief Financial Officer, of 40% of base salary as of the end of each calendar year over the 2006-2009 periods. The Compensation Committee established an Adjusted EBITDA target goal of $42 million for 2007 and Remington achieved its goal in 2007. Mr. Cahan, who retired in August 2007, was not eligible for and did not earn any compensation attributable to the LTIP for the year ended December 31, 2007.

          Executive Employment Agreements - Severance. As of May 31, 2007, we entered into employment agreements with each of Messrs. Millner, Jackson, Little, Cahan and DeSantis, each of which was approved and authorized by the Board. These agreements were entered into in order to provide certain protection for Remington post-termination for a reasonable and measurable cost for which precedent exists for officers of similar companies. Upon Mr. Cahan’s retirement in August 2007, Mr. Cahan entered into a Severance Agreement that generally superseded the terms of his employment agreement, except for certain covenants that remain in effect. See “Severance – Paul L. Cahan” below.

          Our employment agreement with each of Messrs. Millner, Jackson, Little and DeSantis continues until terminated by us or by the executive. Each agreement provides for a minimum annual base salary that may increase from time to time in the discretion of the Board. Each executive is also eligible to participate in our 2006 Long Term Incentive Plan and our annual incentive compensation plan for our executive officers. The targeted annual bonus percentage for the annual incentive compensation plan is 100% for each of the executives, except for Mr. Little whose targeted bonus percentage in the agreement was 90%. However, Mr. Little’s percentage was amended to 100% in October 2007.

          If the employment of any of Messrs. Millner, Jackson, Little or DeSantis terminates due to his death or disability or if we terminate his employment for “Cause”, as such term is defined in the employment agreement, he will receive the amount of his base salary earned and due but not paid through the date of termination. In addition, if the termination is due to death or disability, he also will receive a pro rata amount of incentive compensation pursuant to the Annual Incentive Compensation Plan. If we terminate “Without Cause” or the executive terminates for “Good Reason”, as such terms are defined in the employment agreement, he is entitled to receive during his severance period:

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•       Base salary in semi-monthly installments;

•       A pro rata portion of incentive compensation payable through the termination date;

•       Any incentive compensation earned under the Long Term Incentive Plan as of the termination date;

•       Continuation of health and insurance benefits until Executive attains age 65 or, if later, the end of the severance period;

•       Reimbursement of premiums paid by the Executive on any supplemental long-term disability policy maintained by the Executive as of January 1, 2007;

•       Financial planning services and a gross-up payment for the tax liability attributable to receipt of such services (although Mr. DeSantis is not entitled to receive financial planning services during his severance period);

•       Vested accrued benefits under our retirement plan and the executive’s benefits under his SERP; and

•       Continuation in group life insurance plan.

          The severance period begins on the termination date and lasts three years in the case of Mr. Millner, two years for Messrs. Little and DeSantis, and for Mr. Jackson such period is 24 months as of the effective date of his employment agreement and reduced by one month for each of month of service until the severance period equals 12 months.

          During the term of employment and any severance period each executive is restricted from competing with us or soliciting any of our employees or customers.

          In the event we experience a change in control, each employment agreement requires that we obtain the agreement of any successor to assume and perform the employment agreement. If we do not obtain such agreement from a successor, the executive will be entitled to severance benefits as if he were terminated “Without Cause.”

          As used in these employment agreements, “Cause” means:

• the failure of the executive substantially to perform his duties (other than any such failure due to physical or mental illness) or other material breach by the executive of any of his obligations, after a demand for substantial performance or cure of such breach is delivered, and a reasonable opportunity to cure is given, to the executive by Remington, which demand identifies the manner in which Remington believes that the executive has not substantially performed his duties or breached his obligations;

• The executive’s engaging in gross negligence or serious misconduct that has caused or would reasonably be expected to result in material injury to Remington or any of its affiliates;

• The executive’s conviction of, or entering a plea of nolo contendere to, a crime that constitutes a felony; or

• violation of any provision of Remington’s business ethics policy.

          In addition, the executive agreements provide for a severance payment if employment is terminated for good reason.

          As used in these employment agreements, “Good Reason” means termination of employment by the executive within thirty days following the occurrence of any of the following without the executive’s consent:

• the assignment of the executive to a position the duties of which are a material diminution of the duties of his current title and position;

• a reduction of the executive’s base salary or the percentage of such base salary made available as an incentive compensation opportunity;

• the assignment of the executive to a principal office located beyond a 50-mile radius of the executive’s current work place; or

• a material breach by Remington of any of its obligations under the employment agreement.

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Outstanding Equity Awards at Fiscal Year-End Table

          No equity awards were granted in 2007 to any of our Named Executive Officers while employed by Remington.

          At May 31, 2007 there were 10,635 outstanding options to purchase Holding common stock under Holding’s 1999 Stock Incentive Plan and the 2003 Stock Option Plan, at a per share price of $220.31, of which an aggregate of 8,365 options were held by the Named Executive Officers. Upon the change in control resulting from the AHA Acquisition in May 2007, the following options immediately vested: Mr. Millner, 3,632 options; Mr. Jackson, 680 options; Mr. Little, 2,270 options; Mr. Dwyer, 1,103 options and Mr. Cahan, 680 options. As a result of the change in control that occurred upon the acquisition of Holding by AHA in May 2007, Remington incurred $0.8 million of compensation cost for the unvested stock options held by employees of Remington. Upon completion of the AHA Acquisition, all of these outstanding stock options immediately vested subject to the applicable change in control provisions in Holding’s 1999 Stock Incentive Plan and 2003 Stock Option Plan and were subsequently cancelled by Holding. Holding made payments in the aggregate, net of selling expenses and before taxes, of approximately $0.8 million to Messrs. Millner, Jackson, Little, Dwyer and Cahan for the stock options. Thus, there were no outstanding options to purchase Holding or AHA common stock held by any of the aforementioned Named Executive Officers at December 31, 2007.

          Additionally, at May 31, 2007, there were 5,851 deferred shares of Holding that were converted to common equity as a result of the change in control resulting from the AHA Acquisition, of which 4,853 deferred shares were held by the Named Executive Officers as follows: Mr. Millner, 3,393 shares; Mr. Little, 1,000 shares; Mr. Dwyer, 195 shares; and Mr. Cahan, 265 shares. Messrs. Millner, Little, Dwyer and Cahan recognized earnings of approximately $0.4 million, net of selling and expenses and before taxes, for the conversion of the deferred shares to equity which were subsequently purchased by AHA. Thus, there were no deferred shares or other equity awards outstanding held by any of the aforementioned Named Executive Officers at December 31, 2007.

          As a result of a merger of AHA and another Cerberus portfolio company in December 2007, Mr. DeSantis received performance-based and service-based restricted common stock of AHA. This award of AHA restricted common stock replaced the performance-based and service-based restricted units in the same Cerberus portfolio company that had been awarded to Mr. DeSantis in April 2006 in connection with his prior employment with that portfolio company. The vested shares of AHA common stock beneficially owned by Mr. DeSantis as of December 31, 2007 were received based upon Mr. DeSantis’ service to, and performance of, the other Cerberus portfolio company through December 31, 2007. As a Remington employee, the vesting schedule for the remaining shares subject to the original award will be based on service with Remington and Remington’s performance over such term, though vesting may be continued if he were to be employed by AHA or any of AHA’s affiliates.

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		Option Awards					Stock Awards
Name	Grant Date	NumberofSecurities Underlying Unexercised Options(#)Exercisable	Number of Securities Underlying Unexercised Options(#)Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(#)	Option Exercise Price($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested(#)	Market Value of Shares or Units of Stock That Have Not Vested($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)(1)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(2)
John A. DeSantis, Chief Technology Officer	4/13/2006								106,553	421,950

(1)          The original grant of service and performance-based restricted stock vests over a period of four years and any unvested portion of such award is generally forfeited upon termination of employment. If Mr. DeSantis remains an employee of Remington or an affiliate of AHA, the service-based component of his restricted stock award vests as follows: 11,519, 17,279 and 20,159 shares on each of April 13, 2008, 2009 and 2010, respectively. The performance-based component of Mr. DeSantis’ restricted stock award vests as follows: 20,159, 17,279 and 20,159 shares on the date of delivery of the audit opinion with respect to Remington’s financial statements for the previous fiscal year in each of 2008, 2009 and 2010, respectively. The performance target for each of 2008, 2009 and 2010 associated with the performance-based component of the restricted stock award is based on the achievement of certain budgeted financial results of Remington approved by Remington’s Board of Directors.

(2)          There is no established market value for the AHA common stock. As such, the value is based upon $3.96 per share, the fair value of the AHA common stock utilized at the time of the December 2007 merger between AHA and the other Cerberus portfolio company.

Option Exercises and Stock Vested Table

              The table below shows (i) the number of shares of Holding common stock subject to options that immediately vested and were subsequently cancelled subject to the applicable change in control provisions in Holding’s 1999 Stock Incentive Plan and 2003 Stock Option Plan, and (ii) the deferred shares that were converted into shares of Holding common stock and subsequently purchased by AHA in connection with the closing of the AHA Acquisition on May 31, 2007. Prior to the AHA Acquisition, we historically compensated certain of our executive officers with equity interests in Holding’s common stock. Although no equity interests in Holding or AHA were granted during 2007 to employees of Remington in connection with their employment at Remington, as a result of the AHA Acquisition outstanding options to purchase 10,635 shares of Holding common stock (the “Stock Options”), which constituted all of the outstanding Stock Options, immediately vested subject to the applicable change in control provisions in Holding’s 1999 Stock Incentive Plan and 2003 Stock Option Plan. Remington made option cancellation payments on May 31, 2007, representing the purchase price of $330.47 per share less the strike price of $220.31 per share with respect to each Stock Option less related selling expenses, escrow and related taxes. AHA provided the funds to Holding which, in turn, provided the funds to Remington to make these option cancellation payments.

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	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($) (1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (2)
Thomas L. Millner, Chief Executive Officer		3,632	$	260,434		3,393	$	283,383
Stephen P. Jackson, Jr., Chief Financial Officer, Treasurer and Corporate Secretary		680	$	48,760		—		—
Mark A. Little, Chief Administrative Officer		2,270	$	162,776		1,000	$	83,520
John DeSantis, Chief Technology Officer		—		—		—		—
John M. Dwyer, Jr., Senior Vice President Brand Management and Product Development – Firearms and Ammunition		1,103	$	75,168		195	$	16,286
Paul L. Cahan, Former President, Ammunition & Clay Target Operations		680	$	48,760		265	$	22,133

(1)	Amounts represent the difference between the stock option exercise price of $330.47 per share and the strike price of $220.31 per share of Holding’s common stock on the date of cancellation less transaction costs and amounts placed in escrow and the amounts recognized as earned in 2006, rounded to the nearest dollar.
(2)	Amounts represent the difference between the fair value of Holding’s common stock on the conversion date of $330.47 per share less the grant price of $220.31 per share, less transaction costs and amounts placed in escrow, rounded to the nearest dollar.

Pension and Retirement Benefits

          Refer to “Pension and Retirement Benefits” in the Compensation Discussion & Analysis for a description of our pension and retirement benefit plans, the reasons for the establishment of multiple plans, and the material terms and conditions of benefits under each plan, including benefit formulas and eligibility standards with respect to normal retirement payment. The following tables summarize pension and retirement benefits as of December 31, 2007 and 2006 for each of our Named Executive Officers. The changes in this table are reflected in the “Change in Pension Value and NQDC Earnings” column of the Summary Compensation Table.

          The amounts presented in the 2007 table below for the Retirement Plan and the Supplemental Plan represent the present value of the current accrued accumulated benefit obligation as of December 31, 2007, and are based on a 6% discount rate and use the 1994 Uninsured Pensioners’ Mortality Table for males as deferred

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to age 65 annuities. Mr. Jackson will not be vested in the Supplemental Plan until 2008, but his amount presented below assumes his continued service until that time.

          In order to be eligible for early retirement, the relevant Named Executive Officer must be age 50 and have 15 years of qualifying service. Once these two criteria have been met, the Named Executive Officer can receive payments under the Retirement Plan and the Supplemental Plan before the age of 65 at a reduced level. The Postretirement Plan benefits are unaffected for early retirement status.

          Payment provisions for the Pension Plans are the same under early and normal retirements, and in order to get payment plans other than a single life annuity or 50% joint and survivor, an employee must have 15 years of service. Once an employee has more than 15 years of service, then the payment options become single life annuity, qualified joint and survivor, and income leveling (only for early retirements prior to age 62), the last two of which have several options for structuring payments to surviving spouses.

See the “Potential Payments Upon Termination or Change of Control” section below for an explanation of the material terms of any applicable employment agreements, which are not included in the table below.

2007 Pension and Retirement Benefits
Name	Plan Name	Number of Years of Credited Service (#)	Present Value of Accumulated Benefit ($)		Payments During Last Fiscal Year ($)
Thomas L. Millner, Chief Executive Officer	Pension Plan (1)	13.6	194,588		$	—
	Supplemental Plan (2)	13.6	1,033,911	(4)		—
	OPEB Plan (3)	13.6	87,178			—
Stephen P. Jackson, Jr., CFO, Treasurer and Corporate Secretary	Pension Plan	N/A	N/A			N/A
	Supplemental Plan (2)	4.5	77,679		$	—
	OPEB Plan	N/A	N/A			N/A
Mark A. Little, CAO	Pension Plan (1)	11.5	243,497		$	—
	Supplemental Plan (2)	11.5	474,148	(5)		—
	OPEB Plan (3)	11.5	13,778			—
John DeSantis, CTO	Pension Plan	N/A	N/A			N/A
	Supplemental Plan	N/A	N/A			N/A
	OPEB Plan	N/A	N/A			N/A
John M. Dwyer, Jr., SVP of Brand Management and Product Development — Firearms and Ammunition	Pension Plan (1)	29.5	658,312	(6)		N/A
	Supplemental Plan	N/A	N/A			N/A
	OPEB Plan (3)	29.5	37,133			N/A
Paul L. Cahan, Former President, Ammunition & Clay Target Operations	Pension Plan (1)	12.4	396,180		$	11,212
	Supplemental Plan (2)	12.4	682,820			19,324
	OPEB Plan (3)	12.4	55,179			2,119

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(1)	The Pension Plan in the above chart refers to the Pension Plan as discussed in “Compensation Discussion and Analysis,” above.
(2)	The Supplemental Plan in the above chart refers to the Supplemental Plan as discussed in “Compensation Discussion and Analysis,” above.
(3)	The OPEB Plan in the above chart refers to the Postretirement Plan as discussed in “Compensation Discussion and Analysis,” above.
(4)	The amount presented excludes incremental three years of service subject to Mr. Millner’s executive employment agreement of $270,484. See “Executive Agreements” below for additional information.
(5)	The amount presented excludes incremental two years of service subject to Mr. Little’s executive employment agreement of $123,898. See “Executive Agreements” below for additional information.
(6)	The amount presented for Mr. Dwyer assumes that at age 58, he will have sufficient service to receive full benefits under the Pension Plan at that time. All other executives in the Pension Plan cannot receive full benefits until the age of 65.

Non-Qualified Deferred Compensation

          The following table summarizes the non-qualified deferred compensation (the SERP Savings Plan) that was earned by our Named Executive Officers in 2007. The SERP Savings Plan was a non-qualified defined contribution plan under the Code. The SERP Savings Plan provided for matching of compensation contributions beyond the IRS covered compensation limits in order to allow the Named Executive Officers the same salary matching afforded to all employees. In addition, we paid interest on the balance of each account at the prime rate of interest as of December 31, 2006 (identified in the Wall Street Journal) plus 2% (10.25% at December 31, 2006). During the third quarter of 2006, each participant elected to receive a distribution of their respective account balances on January 16, 2007.

          Under the Special Plan, Mr. Cahan was entitled to additional supplemental retirement benefits of (i) a lump-sum payment of $77,000, payable on the date of commencement of benefits under the Supplemental Plan, which is the non-qualified defined benefit plan as defined in “Compensation Discussion and Analysis,” above, and (ii) credit in the Supplemental Plan as if he had received additional non-incentive compensation in March 2003 equal to $38,000, payable at the same time and in the same form as Mr. Cahan’s Supplemental Plan benefit. The lump-sum payment is reflected in the Nonqualified Deferred Compensation table below and was paid to Mr. Cahan upon his retirement in August 2007.

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2007 Nonqualified Deferred Compensation
Name	Aggregate Balance at December 31, 2006 ($)		Accrued Aggregate Earnings in 2007 ($) (2)		Transfer to Qualified Defined Contribution Plan ($)			Aggregate Withdrawals / Distributions ($)			Aggregate Balance at 12/31/07 ($)
Thomas L. Millner,
Chief Executive Officer	$	911,714	$	3,812	$	(28,800	)	$	(886,726	)	$	—
Stephen P. Jackson, Jr.,
CFO, Treasurer and
Corporate Secretary	$	91,211	$	323	$	(23,800	)	$	(67,734	)	$	—
Mark A. Little, Chief
Administrative Officer	$	511,872	$	2,104	$	(28,800	)	$	(485,176	)	$	—
John DeSantis, CTO		N/A		N/A		N/A			N/A			N/A
John M. Dwyer, Jr.,
Senior Vice President
of Brand Management and
Product Development —
Firearms &Ammunition	$	12,961	$	59				$	(13,020	)	$	—
Paul L. Cahan,
Former President,
Ammunition & Clay
Target Operations	$	355,675	$	1,437	$	(28,800	)	$	(328,312	)	$	—
	$	77,000	$	—	$	—		$	(77,000	) (1)	$	—

(1)	Reflects amounts associated with the Special Plan disclosed in the “Compensation Discussion and Analysis” section and the narrative preceding this table above.
(2)	Represents interest earned in 2007. No contributions were made by the Company or the employees in 2007.

Potential Payments Upon Termination or Change-in-Control

Severance - Employment Agreements

          The employment agreements of Messrs. Millner, Jackson, Little and DeSantis entitle them to a severance payment if employment is terminated without cause.

          As used in these employment agreements, “Cause” means:

• the failure of the executive substantially to perform his duties (other than any such failure due to physical or mental illness) or other material breach by the executive of any of his obligations, after a demand for substantial performance or cure of such breach is delivered, and a reasonable opportunity to cure is given, to the executive by Remington, which demand identifies the manner in which Remington believes that the executive has not substantially performed his duties or breached his obligations;

• The executive’s gross negligence or serious misconduct that has caused or would reasonably be expected to result in material injury to Remington or any of its affiliates;

• The executive’s conviction of, or entering a plea of nolo contendere to, a crime that constitutes a felony; or

• violation of any provision of Remington’s business ethics policy.

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          In addition, the executive employment agreements provide for a severance payment if employment is terminated for good reason.

          As used in these employment agreements, “Good Reason” means termination of employment by executive within thirty days following the occurrence of any of the following without executive’s consent:

• the assignment of the executive to a position the duties of which are a material diminution of the duties of his current title and position;

• a reduction of the executive’s base salary or the percentage of such base salary made available as an incentive compensation opportunity;

• the assignment of the executive to a principal office located beyond a 50-mile radius of the executive’s current work place; or

• a material breach by Remington of any of its obligations under the employment agreement.

          Finally, the employment agreement allows for the employer to provide for a severance payment of up to twelve (12) months if employment is terminated without good reason.

          The severance period begins on the termination date and lasts three years in the case of Mr. Millner, two years for Messrs. Little and DeSantis, and for Mr. Jackson such period is 24 months as of the effective date of his employment agreement and reduced by one month for each of month of service until the severance period equals 12 months.

          In the event we experience a change in control each employment agreement requires that we obtain the agreement of any successor to assume and perform the employment agreement. If we do not obtain such agreement from a successor, the executive will be entitled to severance benefits as if he were terminated “Without Cause.”

Long Term Incentive Plan (“LTIP”).

          A change in control is defined by the LTIP as:

•          the acquisition by any person, entity or “group” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended), other than Remington, any of its affiliates, any employee benefit plan of Remington or any of its affiliates, or the Funds, of 50% or more of the combined voting power of Holding’s then outstanding voting securities; or

•          the merger or consolidation of Remington, as a result of which any person, entity or “group” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended), other than Remington, any of its affiliates, any employee benefit plan of Remington or any of its affiliates, owns, directly or indirectly, more than 50% of the combined voting power entitled to vote generally in the election of directors of the merged or consolidated company; or

•          the sale, transfer or other disposition of all or substantially all of the assets of Remington to any person, entity or “group” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended), other than Remington, any of its affiliates, any employee benefit plan of Remington or any of its affiliates.

          Upon a change in control, each participant who is actively employed by Remington or was actively employed by Remington immediately prior to such change in control will be entitled to a lump sum payment which shall be equal to (i) the amount, if any, credited to each participant as of the date of the change in control plus (ii) the amount that would have been credited to each participant in respect of the fiscal year of the change in control and each subsequent fiscal year if the participant had remained employed through the vesting date and Remington had achieved the aggregate Adjusted EBITDA target for each such fiscal year. Such payment shall be made on the date of such change of control. Notwithstanding the foregoing, if the acquirer in such change in control decides to continue the LTIP at the targets outlined following the change in control, the amounts shall not be paid and the LTIP shall continue through the original payment date.

          The LTIP plan did not change as a result of the AHA Acquisition, except for the addition of John DeSantis and one other officer to the plan.

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Summary Tables for Potential Payments upon Termination or Change in Control

          The following tables set forth potential payments to our Named Executive Officers upon termination of their employment or a change in control under their current employment agreements and other applicable agreements as of December 31, 2007.

			Thomas L. Millner Chief Executive Officer
	Terminated with Cause		Terminated without Cause			Resign with Good Reason			Resign without Good Reason (10)		Change in Control (9)
Salary	$	—	$	1,890,000	(1)	$	1,890,000	(1)	$	630,000	$	1,890,000	(1)
Cash Bonus (2)		—		1,058,400			1,058,400			—		1,058,400
Supplemental Plan (3)		—		270,484			270,484			—		270,484
Extended Medical (4)		—		1,235			1,235			—		1,235
LTIP (5)		—		463,200			463,200			—		463,200
Disability Premiums (6)		—		12,453			12,453			—		12,453
Life Insurance (7)		—		7,989			7,989			—		7,989
Financial Planning (8)		—		53,337			53,337			—		53,337
	$	—	$	3,757,098		$	3,757,098		$	630,000	$	3,757,098

(1)	Salary is three times Mr. Millner’s base salary paid in equal installments over thirty-six months (3 years) in accordance with Mr. Millner’s executive employment agreement.
(2)	Cash Bonus is Mr. Millner’s portion of annual cash incentive compensation that would have been payable assuming he was terminated at the end of the year, to be paid in a lump sum amount in accordance with Mr. Millner’s executive employment agreement.
(3)	Supplemental Plan is the estimated actuarial value of an additional three years of service credit under Remington’s Supplemental Plan in accordance with Mr. Millner’s executive employment agreement.
(4)	Extended Medical is the estimated annual amount of healthcare costs expected to be paid by the Company for Mr. Millner and his family, which is received until the age of 65 in accordance with the extended Medical Plan. The estimate is based on the past four years of actual experience, less estimated contributions to be made by Mr. Millner.
(5)	LTIP is amount accrued for years 2006 and 2007.
(6)	Disability Premiums is the estimated annual amount of premiums paid for a supplemental long-term disability policy, based on 2007 premiums, for the three year severance period.
(7)	Life Insurance is the estimated annual amount of insurance premiums to participate in the Remington All Groups Life Insurance Plan, based on 2007 premiums, for the three year severance period.
(8)	Financial Planning is the estimated annual amount for personal financial consulting services plus a tax gross-up on these personal financial consulting services, based on 2007, for the three year severance period.
(9)	Per employment agreement, any successor must assume and perform the same employment agreement or the executive is entitled to severance benefits as if he were terminated “Without Cause.”
(10)	Assumes that employer has exercised its right under the employment agreement to provide one year of salary.

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			Stephen P. Jackson, Jr. Chief Financial Officer
	Terminated with Cause		Terminated without Cause			Resign with Good Reason			Resign without Good Reason (10)		Change in Control (9)
Salary	$	—	$	425,000	(1)	$	425,000	(1)	$	300,000	$	425,000	(1)
Cash Bonus (2)		—		504,000			504,000			—		504,000
Supplemental Plan (3)		—		—			—			—		—
Extended Medical (4)		—		2,850			2,850			—		2,850
LTIP (5)		—		220,000			220,000			—		220,000
Disability Premiums (6)		—		—			—			—		—
Life Insurance (7)		—		452			452			—		452
Financial Planning (8)		—		36,212			36,212			—		36,212
	$	—	$	1,188,514		$	1,188,514		$	300,000	$	1,188,514

(1)	Salary is two times Mr. Jackson’s base salary (as of the date of termination) reduced by one month for each month of service until the severance period equals 12 months payable in equal installments over twenty-four months (2 years).
(2)	Cash Bonus is Mr. Jackson’s portion of annual cash incentive compensation that would have been payable assuming he was terminated at the end of the year, to be paid in a lump sum amount in accordance with Mr. Jackson’s executive employment agreement.
(3)	Supplemental Plan representing additional years of service credit under Remington’s Supplemental Plan is not applicable for Mr. Jackson.
(4)	Extended Medical is the estimated annual amount of healthcare costs expected to be paid by the Company for Mr. Jackson and his family, which is received until the age of 65 in accordance with the extended Medical Plan. The estimate is based on the past four years of actual experience, less estimated contributions to be made by Mr. Jackson.
(5)	LTIP is amount accrued for years 2006 and 2007.
(6)	Disability Premiums is not applicable per the terms of his employment agreement.
(7)	Life Insurance is the estimated annual amount of insurance premiums to participate in the Remington All Groups Life Insurance Plan, based on 2007 premiums, for the 17 month severance period remaining as of December 31, 2007.
(8)	Financial Planning is the estimated annual amount for personal financial consulting services plus a tax gross-up on these personal financial consulting services, based on 2007, for the 17 month severance period remaining as of December 31, 2007.
(9)	Per employment agreement, any successor must assume and perform the same employment agreement or the executive is entitled to severance benefits as if he were terminated “Without Cause.”
(10)	Assumes that employer has exercised its right under the employment agreement to provide one year of salary.

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			Mark A. Little Chief Administrative Officer
	Terminated with Cause		Terminated without Cause			Resign with Good Reason			Resign without Good Reason(10)		Change in Control (9)
Salary	$	—	$	539,000	(1)	$	539,000	(1)	$	269,500	$	539,000	(1)
Cash Bonus (2)		—		452,760			452,760			—		452,760
Supplemental Plan (3)		—		123,898			123,898			—		123,898
Extended Medical (4)		—		9,600			9,600			—		9,600
LTIP (5)		—		215,600			215,600			—		215,600
Disability Premiums (6)		—		7,702			7,702			—		7,702
Life Insurance (7)		—		4,664			4,664			—		4,664
Financial Planning (8)				34,660			34,660					34,660
	$	—	$	1,387,884		$	1,387,884		$	269,500	$	1,387,884

(1)	Salary is two times Mr. Little’s base salary paid in equal installments over twenty-four months (2 years) in accordance with Mr. Little’s executive employment agreement.
(2)	Cash Bonus is Mr. Little’s portion of annual cash incentive compensation that would have been payable assuming he was terminated at the end of the year, to be paid in a lump sum amount in accordance with Mr. Little’s executive employment agreement.
(3)	Supplemental Plan is the estimated actuarial value of an additional two years of service credit under Remington’s Supplemental Plan in accordance with Mr. Little’s executive employment agreement.
(4)	Extended Medical is the estimated annual amount of healthcare costs expected to be paid by the Company for Mr. Little and his family, which is received until the age of 65 in accordance with the extended Medical Plan. The estimate is based on the past four years of actual experience, less estimated contributions to be made by Mr. Little.
(5)	LTIP is amount accrued for years 2006 and 2007.
(6)	Disability Premiums is the estimated annual amount of premiums paid for a supplemental long-term disability policy, based on 2007 premiums, for the two year severance period.
(7)	Life Insurance is the estimated annual amount of insurance premiums to participate in the Remington All Groups Life Insurance Plan, based on 2007 premiums, for the two year severance period.
(8)	Financial Planning is the estimated annual amount for personal financial consulting services plus a tax gross-up on these personal financial consulting services, based on 2007, for the two year severance period.
(9)	Per employment agreement, any successor must assume and perform the same employment agreement or the executive is entitled to severance benefits as if he were terminated “Without Cause.”
(10)	Assumes that employer has exercised its right under the employment agreement to provide one year of salary.

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			John DeSantis Chief Technology Officer
	Terminated with Cause		Terminated without Cause			Resign with Good Reason			Resign without Good Reason (10)		Change in Control (9)
Salary	$	—	$	900,000	(1)	$	900,000	(1)	$	450,000	$	900,000	(1)
Cash Bonus (2)		—		378,000			378,000			—		378,000
Supplemental Plan (3)		—		—			—			—		—
Extended Medical (4)		—		1,590			1,590			—		1,590
LTIP (5)		—		180,000			180,000			—		180,000
Disability Premiums (6)		—		—			—			—		—
Life Insurance (7)		—		6,576			6,576			—		6,576
Financial Planning (8)		—		—			—			—		—
	$	—	$	1,466,166		$	1,466,166		$	450,000	$	1,466,166

(1)	Salary is two times Mr. DeSantis’ base salary paid in equal installments over twenty-four months (2 years) in accordance with Mr. DeSantis’ executive employment agreement.
(2)	Cash Bonus is Mr. DeSantis’ portion of annual cash incentive compensation that would have been payable assuming he was terminated at the end of the year, to be paid in a lump sum amount in accordance with Mr. DeSantis’ executive employment agreement.
(3)	Supplemental Plan representing additional years of service credit under Remington’s Supplemental Plan is not applicable for Mr. DeSantis.
(4)	Extended Medical is the estimated annual amount of healthcare costs expected to be paid by the Company for Mr. DeSantis and his family, which is received until the age of 65 in accordance with the extended Medical Plan. The estimate is based on the past six months of actual experience, less estimated contributions to be made by Mr. DeSantis.
(5)	LTIP is amount accrued for 2007.
(6)	Disability Premiums is not applicable to Mr. DeSantis per the terms of his employment agreement.
(7)	Life Insurance is the estimated annual amount of insurance premiums to participate in the Remington All Groups Life Insurance Plan, based on 2007 annualized premiums, for the two year severance period.
(8)	Financial Planning is not applicable to Mr. DeSantis.
(9)	Per employment agreement, any successor must assume and perform the same employment agreement or the executive is entitled to severance benefits as if he were terminated “Without Cause.”
(10)	Assumes that employer has exercised its right under the employment agreement to provide one year of salary.

Severance –Paul L. Cahan

          Effective August 31, 2007, Mr. Cahan retired from Remington, and accordingly received no payments under his employment agreement for salary and other benefits. In connection with Mr. Cahan’s retirement, Mr. Cahan and Remington entered into a Confidential Severance Agreement and General Release effective as of August 31, 2007 (the “Severance Agreement”). Per the terms of the Severance Agreement, during the six-month period that began September 1, 2007 and ending February 28, 2008, Mr. Cahan is entitled to receive a special severance benefit equal to $186,687 (the “Severance Benefit”) payable in six equal monthly installments of $31,144.50. In addition, Mr. Cahan is entitled to receive $197,667 (the “Incentive Amount”) as full settlement of all obligations and liabilities of Remington with respect to Mr. Cahan, which is payable in six equal monthly installments of $32,944.50 over the Severance Pay Period. In the event of his death before the end of the Severance Pay Period, the Severance Benefit and Incentive Amount will be paid to his surviving spouse, or if he shall leave no surviving spouse, then to his estate. Mr. Cahan is also entitled to receive the benefits provided by the Special Supplemental Retirement Plan for Paul Cahan and certain medical and retirement plan benefits.

148

Director Compensation

          During 2007, members of the Board of Directors of Remington who were not employees of Remington, Holding, AHA, or Cerberus, who we refer to as eligible directors, received a per meeting fee of $1,000 for each Remington board and committee meeting attended and an annual retainer of $25,000. The Eligible Directors included Messrs. Bobby R. Brown, Thomas F. L’Esperance, Richard A. Gilleland, Richard E. Heckert, Hubbard C. Howe, General H. Norman Schwarzkopf (Ret.), General Michael W. Hagee (Ret.), General George Joulwan (Ret.), Stephen L. Hammerman, James J. Pike, Walter McLallen, Frank A. Savage and George Zahringer III. The 2007 annual retainer was pro rated for Messrs. Hagee, Joulwan, Hammerman, Pike, McLallen, Savage and Zahringer and paid in 2008. An additional fee of $1,000 per meeting was paid to the chairman of each committee. All directors were reimbursed for reasonable travel and lodging expenses incurred to attend meetings. Mr. Hammerman resigned as of March 12, 2008 and Mr. Rensi was not appointed until March 24, 2008.

          The Board of Directors previously approved outside directors under the age of 65 to participate in Remington’s Medical Plan. In 2006 and for the first five months of 2007, Mr. Richard A. Gilleland, as an outside director, was enrolled in the Medical Plan and reimbursed Remington at the same cost as an active employee.

          Mr. Leon J. (Bill) Hendrix, Jr. was also an employee of Remington prior to his resignation as a director in 2007. In 2007 and 2006 he received salaries of $25,227 and $60,000, respectively, and was included in the Medical Plan, the Supplemental Plan, the SERP Savings Plan, the 401(k) Plan, and the Death Benefit Plan.

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          The following table summarizes our director compensation during the 2007 fiscal year. “NQDC” referenced in the column header refers to Non-Qualified Deferred Compensation plans, of which only the SERP Savings Plan is applicable to directors.

	Director Compensation
Name	Fees Earned ($)		Change in Pension Value and NQDC Earnings			Stock Awards ($) (1)		Option Awards ($) (1)		All Other Compensation ($)			Total ($)
Bobby R. Brown*	$	38,000	$	—				$	22,889	$	—		$	60,889
General Michael W. Hagee (Ret.)*		16,000		—					—		—			16,000
General George A. Joulwan (Ret.)*		17,000		—					—		—			17,000
James J. Pike*		9,833		—					—		—			9,833
Walter McLallen*		21,083		—					—		—			21,083
Frank A. Savage*		12,417		—					—		—			12,417
George Zahringer III*		13,917		—					—		—			13,917
Paul A. Miller*		—		—			—		—		—			—
Grant Gregory*		—		—			—		—		—			—
George Kollitides, II*		—		—			—		—		—			—
Scott Parker*		—		—			—		—		—			—
Madhu Satyanarayana*		—		—			—		—		—			—
Edward H. Rensi*		—		—					—		—			—
Thomas F. L’Esperance**		11,417		—					—		—			11,417
Richard A. Gilleland **		17,917		—					22,889		5,958	(3)		46,764
Richard E. Heckert**		14,917		—					22,889		—			37,806
Leon J. Hendrix, Jr.**		—		2,771	(2)		21,167		45,981		25,227	(4)		95,146
Hubbard C. Howe**		12,917		—					22,889		—			35,806
General H. Norman Schwarzkopf (Ret.)**		13,917		—					22,889		—			36,806
B. Charles Ames**		—		—					—		—			—
Michael G. Babiarz**		—		—					—		—			—
Thomas E. Ireland**		—		—					—		—			—
Stephen C. Sherrill**		—		—					—		—			—
Kurt B. Larsen***		—		—					—		—			—
Stephen L. Hammerman****		10,833		—					—		—			10,833

*	Current board member. Mr. Rensi was appointed effective March 24, 2008.
**	Resigned effective May 31, 2007.
***	Resigned effective October 16, 2007.
****	Resigned effective March 12, 2008.
(1)	Amount reflects the Director’s portion of options that immediately vested and were paid pursuant to SFAS 123(R) as a result of the AHA Acquisition.
(2)	Includes interest on behalf of the director to the Remington Savings and Investment Plans in the amount of $1,144, Company matching contributions to the 401(k) Plan in the amount of $1,009 and group life insurance of $618.
(3)	Represents net benefits paid as a result of inclusion in the Remington Medical and Dental Plan of $5,958.
(4)	Represents salary of $25,227.

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Compensation Committee Interlocks and Insider Participation

          The Board of Directors of Remington has established a Compensation Committee to review all compensation arrangements for executive officers of Remington. The individuals appointed to the Compensation Committee after the AHA Acquisition were Paul A. Miller, Chairman, General George A. Joulwan (Ret.) and George Kollitides, II. The individuals serving on the Compensation Committee prior to the AHA Acquisition in 2007 and during 2006 were Richard A. Gilleland, Chairman, H. Norman Schwarzkopf,and Richard E. Heckert. None of the members of our Compensation Committee during 2007 or 2006 has ever served as an officer or employee of the Company. During 2007 and 2006, none of our executive officers served on the compensation committee (or equivalent), or the board of directors, of another entity whose executive officer(s) served on our Compensation Committee or Board of Directors. In addition, during 2007 and 2006 none of the members of our Compensation Committee had any relationship requiring disclosure under Item 404 of Regulation S-K.

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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

          AHA owns all of the outstanding common stock of Holding, which in turn owns all of the outstanding common stock of Remington. Shares of preferred stock and shares of common stock of AHA are held by various entities and individuals. Each share of AHA common stock is entitled to one vote. The preferred shares vote together with the common stock. The following table sets forth the beneficial ownership, as of March 27, 2008, of the shares of preferred stock and common stock of AHA by each director of Remington, by all directors and executive officers of Remington as a group, by each Named Executive Officer of Remington, and by each person who owns beneficially more than five percent of the outstanding shares of preferred stock and common stock of AHA. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or that are or may become exercisable within 60 days of March 27, 2008 are deemed outstanding. These shares, however, are not deemed outstanding for purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to this table and under applicable community property laws, each stockholder named in the table has sole voting and dispositive power with respect to the shares set forth opposite the stockholder’s name. Unless otherwise indicated, the address of all listed stockholders is c/o Remington Arms Company, Inc., 870 Remington Drive, P.O. Box 700, Madison, North Carolina 27025-0700.

	Preferred			Common
Name of Beneficial Owner	Number of Shares	Percent of Class		Number of Shares	Percent of Class
Stephen Feinberg (1)(2)	18,627,463.5	99.63	%	15,847,341	95.81	%
Tommy Millner	70,000	*		70,000	*
Paul A. Miller	—	—		80,194	*
Bobby R. Brown	—	—		—	—
Grant Gregory	—	—		—	—
General Michael W. Hagee (Ret.)	—	—		9,597	*
General George A. Joulwan (Ret.)	—	—		9,597	*
George Kollitides, II	—	—		—	—
Walter McLallen	—	—		153,589	*
Scott Parker	—	—		—	—
James J. Pike	—	—		—	—
Edward H. Rensi	—	—		—	—
Madhu Satyanarayana	—	—		—	—
Frank A. Savage	—	—		—	—
George Zahringer III	—	—		—	—
Stephen P. Jackson, Jr.	—	—		—	—
John DeSantis	—	—		115,192	*
Mark A. Little	—	—		—	—
John M. Dwyer, Jr.	—	—		—	—
Directors and executive officers as a group (22 Persons)	70,000	*		518,363	3.13	%

*	Less than 1%
(1)	AHA is controlled by Cerberus, which owns 18,627,463.5 shares of Series A Preferred Stock and 15,847,341 shares of Common Stock of AHA. Stephen Feinberg exercises sole voting and investment authority over all of the securities owned by Cerberus. Thus, pursuant to Rule 13d-3 under the Exchange Act, Stephen Feinberg is deemed to beneficially own 18,627,463.5 shares of AHA’s Series A Preferred Stock and 15,847,341 shares of AHA’s Common Stock.
(2)	The address for Stephen Feinberg, Paul Miller, Grant Gregory, George Kollitides, II, Scott Parker and Madhu Satyanarayana is c/o Cerberus Capital Management L.P., 299 Park Avenue, New York, New York 10171.

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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

          Predecessor

          BRSE, L.L.C., the general partner of the BRS Fund, which owned 61.3% of the outstanding Common Stock of Holding at December 31, 2006, is a private investment fund managed by Bruckmann, Rosser, Sherrill & Co. L.L.C. (“BRS”). The CDR Fund, which owned 13.0% of the outstanding Common Stock of Holding at December 31, 2006 (and through proxy controlled 26.6% of the voting rights), is a private investment fund managed by Clayton, Dubilier & Rice, Inc. (“CD&R”). CD&R also held the Holding Notes until the Closing Date of the AHA Acquisition. Both BRS and CD&R received an annual fee for management and financial consulting services provided to the Company and reimbursement of related expenses. Fees and expenses paid to CD&R and BRS for the five months ending May 31, 2007 were $0.3 million and $0.3 million, respectively. Subsequent to May 31, 2007 and as a result of the AHA Acquisition, neither the BRS Fund nor the CD&R Fund own any of the common stock of Remington or Holding.

          Remington paid fees to the law firm of Debevoise & Plimpton LLP during 2007 for legal services rendered. Franci J. Blassberg, Esq., a member of Debevoise & Plimpton LLP, is married to Joseph L. Rice, III, who is the Chairman, a director and a stockholder of CD&R and a general partner of Associates IV. Fees and expenses paid to Debevoise & Plimpton LLP for the five months ending May 31, 2007 were $0.3 million.

          During January 1 through May 31, 2007, the Company recorded $1.5 million of employee stock option expense in accordance with SFAS 123R. In addition, the Company recorded $0.2 million of expense related to the conversion of RACI Holding, Inc. deferred shares to common stock in accordance with SFAS 123R.

          Successor

          Remington paid Meritage Capital Advisors, LLC a fee of $2.0 million in connection with the bond consent solicitation, amendment to the Credit Agreement and other transaction advisory services. Walter McLallen serves as a member of Remington’s Board of Directors and is a principal of Meritage Capital Advisors, LLC.

          Remington paid Cerberus management fees totaling approximately $0.4 million during the seven month period from June 1, 2007 to December 31, 2007 for consulting services provided in connection with improving operations. AHA, which owns 100% of the outstanding common stock of Holding (which in turn owns 100% of the outstanding common stock of Remington), is controlled by Cerberus.

          As of December 31, 2007, $0.9 million is due to RACI Holding, Inc. representing the outstanding principal balance of three notes established in connection with the Kentucky economic development project.

Related Person Transaction Policy

          The Board adopted a written related person transaction policy in March 2007. This policy has been adopted on a going-forward basis from the date of adoption and prior related person transactions were approved by the Audit Committee, but not pursuant to the new written related person transaction policy.

          The Board recognizes that related person transactions, as defined in the Company’s related person transaction policy, present a heightened risk of actual or perceived conflicts of interest that could damage the reputation and public trust of the Company. The Board therefore has adopted this policy to govern the procedures for review and consideration of all related person transactions involving the Company to help ensure that any such transactions are timely identified and given appropriate consideration. It is the Company’s policy to enter into or ratify related person transactions only when the Board, acting through the Audit Committee or as otherwise prescribed by the related person transaction policy, determines that the related person transaction in question is in, or is not inconsistent with, the best interests of the Company and its stockholder.

          The Audit Committee will annually review this policy and will recommend amendments, if any, to the Board for its consideration. In addition, the Board has determined that the Audit Committee of the Board shall consider and, if deemed advisable, approve each related person transaction. The Audit Committee will consider all of the relevant facts and circumstances available to the Audit Committee, including but not limited to (i) the

153

benefits to the Company; (ii) the impact on a director’s independence in the event the related person is a director, an immediate family member of a director or an entity in which a director is a partner, stockholder or executive officer; (iii) the availability of other sources for comparable products or services; (iv) the terms of the proposed related person transaction; and (v) the terms available to unrelated third parties or to employees generally in an arms-length negotiation. No member of the Audit Committee will participate in any review, consideration or approval of any related person transaction with respect to which such member or any of his or her immediate family members is the related person.

Director Independence

          The Board of Directors uses the definition of “independent director” as set forth in Rule 4200(a)(15) of The NASDAQ Stock Market LLC in determining whether the members of the Board are independent. An “independent director” per the NASDAQ definition, generally means a person other than an executive officer or employee of Remington or any other individual having a relationship which, in the opinion of Remington’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ definition also includes a series of objective tests that would not allow a director to be considered independent if the director has or has had certain employment, business or family relationships with us.

          The Board of Directors has affirmatively determined that the following current directors are “independent directors” within the meaning of NASDAQ Rule 4200(a)(15): Bobby R. Brown, Frank A. (Terry) Savage, General Michael W. Hagee (Ret.), James J. Pike, George Zahringer III, General George Joulwan (Ret.) and Edward H. Rensi. Although no longer serving as Remington directors, each of Richard E. Heckert, H. Norman Schwarzkopf, Richard E. Gilleland, Hubbard C. Howe and Stephen L. Hammerman served as directors of Remington during 2007 and satisfy the definition of “independent director” as set forth in NASDAQ Rule 4200(a)(15). With respect to each of these directors, there were no transactions, relationships or arrangements that were considered by the Board but rejected as not impairing such director’s independence. Although the Board has not deemed them to be independent, each of George Kollitides, II and Walter McLallen serves as a member of our Audit Committee and each of Paul A. Miller and Mr. Kollitides serves as a member of our Compensation Committee.

          Although our Board does not consist of a majority of independent directors, we would be a “controlled company” as defined by NASDAQ listing standards and thus would not be required to comply with the NASDAQ requirement that our Board consist of a majority of independent directors. A “controlled company” for these purposes is a company of which more than 50% of the voting power is held by an individual, group or another company. Since (i) 100% of our common stock is owned by Holding; (ii) 100% of Holding’s common stock is owned by AHA; and (iii) the Cerberus Entities maintain voting control, in the aggregate, of over 95% of AHA’s outstanding common stock and over 99% of AHA’s outstanding preferred stock, we would satisfy the definition of a “controlled company” and thus would not be subject to the requirement that a majority of our Board consist of “independent directors”, as that term is defined by NASDAQ Rule 4200(a)(15).

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Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

          Our audit fees to Grant Thornton LLP were $0.7 million in 2007 and $0.4 million in 2006 for professional services rendered in connection with the annual audit and quarterly reviews of the financial statements.

Audit-Related Fees

          Our audit-related fees to Deloitte were less than $0.1 million in 2007 for services related to compliance with the Sarbanes-Oxley Act of 2002 and related rules and regulations. Our audit-related fees to Grant Thornton were less than $0.1 million in 2006 for services related to compliance with the Sarbanes-Oxley Act of 2002 and related rules and regulations.

Tax Fees

          Our tax-related fees to Deloitte were less than $0.1 million for 2007, primarily for professional services rendered with respect to federal and state tax review services and the implementation of Financial Standards Accounting Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). Our tax-related fees to Grant Thornton LLP were less than $0.1 million for 2007, primarily with respect to professional services rendered in federal and state tax review services and the implementation of FIN 48. Our tax-related fees paid to Grant Thornton LLP were less than $0.1 million for 2006, primarily for professional services rendered in return preparation and state tax consulting and review services.

Other Fees

          In 2006, we paid fees of less than $0.1 to Grant Thornton LLP primarily related to an audit of the stand-alone financial statements of Holding. In 2007, there were no Other Fees paid.

Audit Fee Approval

          The percentage of fees paid to Grant Thornton LLP for audit fees, audit-related fees, tax fees and all other fees that were approved by the Company’s Audit Committee was 100% in fiscal 2007 and 2006.

Audit Committee Pre-Approval Policy

          The Company’s Audit Committee approves all fees for audit and non-audit services of the Company’s independent registered public accounting firm prior to engagement. It is the policy of the Audit Committee to pre-approve, to the extent required by applicable law, all audit and non-audit services provided to the Company by its independent registered public accounting firm.

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PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) Documents filed as part of this report:
(1)	Financial Statements
		Page
	Report of Independent Registered Public Accounting Firm	60
	Consolidated Balance Sheets as of December 31, 2007 and 2006	61
	Consolidated Statements of Operations for the years ended December 31, 2007, 2006, and 2005	62
	Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006, and 2005	63-64
	Consolidated Statements of Stockholder’s Equity and Comprehensive Income (Loss) for the years ended December 31, 2007, 2006, and 2005	65
	Notes to the Consolidated Financial Statements	66
(2)	Financial Statement Schedule
	Valuation and Qualifying Accounts	114
(3)	List of Exhibits
	The exhibits listed in the Exhibit Index, which appears immediately following the signature page and is incorporated herein by reference, are filed as part of this annual report on Form 10-K	160
(b)	Exhibits
	See the Exhibit Index	160
(c)	Separate Financial Statements and Schedules
	None.

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SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

          Date: March 28, 2008

REMINGTON ARMS COMPANY, INC.
By:	/S/ THOMAS L. MILLNER
	Name:	Thomas L. Millner
	Title:	Chief Executive Officer

          Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Thomas L. Millner	Chief Executive Officer and Director (Principal Executive Officer)	March 28, 2008
Thomas L. Millner
/s/ Stephen P. Jackson, Jr.	Chief Financial Officer, Treasurer and Corporate Secretary (Principal Financial Officer and Principal Accounting Officer)	March 28, 2008
Stephen P. Jackson, Jr.
/s/ Paul A. Miller	Chairman and Director	March 28, 2008
Paul A. Miller
/s/ Bobby R. Brown	Director	March 28, 2008
Bobby R. Brown
/s/ Grant Gregory	Director	March 28, 2008
Grant Gregory
/s/ Michael W. Hagee	Director	March 28, 2008
Michael W. Hagee
/s/ George A. Joulwan	Director	March 28, 2008
George A. Joulwan
/s/ George Kollitides, II	Director	March 28, 2008
George Kollitides, II
/s/ Walter McLallen	Director	March 28, 2008
Walter McLallen
/s/ Scott Parker	Director	March 28, 2008
Scott Parker

157

Signature	Title	Date
/s/ James J. Pike	Director	March 28, 2008
James J. Pike
	Director	March 28, 2008
Edward H. Rensi
/s/ Madhu Satyanarayana	Director	March 28, 2008
Madhu Satyanarayana
/s/ Frank A. Savage	Director	March 28, 2008
Frank A. Savage
/s/ George Zahringer III	Director	March 28, 2008
George Zahringer III

158

          Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act.

          No annual report or proxy material has been or will be distributed to our sole stockholder, RACI Holding, Inc.

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EXHIBIT INDEX
Form 10-K for Fiscal Year Ended December 31, 2007

Exhibit Number	Description of Document
2.1	Asset Purchase Agreement, dated as of November 24, 1993, among Remington Arms Company, Inc., formerly named RACI Acquisition Corporation (“Remington”), E.I. du Pont de Nemours and Company (“DuPont”) and Sporting Goods Properties, Inc., formerly named Remington Arms Company, Inc. (“Sporting Goods”); previously filed as Exhibit 2.1 to Registration Statement No. 333-04520, 333-04520-01 under the Securities Act of 1933, as amended, filed May 3, 1996 by Remington and RACI Holding, Inc. (“Holding”), and herein incorporated by reference.
2.2	Understanding and Agreement Regarding Product Liability Litigation, dated as of June 1, 1996, between DuPont and Remington; previously filed as Exhibit 2.2 to Amendment No. 2 to Registration Statement No. 333-04520, 333-04520-01 under the Securities Act of 1933, as amended, filed April 23, 1997 by Remington and Holding, and herein incorporated by reference.
2.3	Non-Competition Agreement, dated as of December 1, 1993, among DuPont, Sporting Goods and Remington; previously filed as Exhibit 2.3 to Registration Statement No. 333-04520, 333-04520-01 under the Securities Act of 1933, as amended, filed May 3, 1996 by Remington and Holding, and herein incorporated by reference.
2.4	Product Liability Services and Defense Coordination Agreement, dated as of December 1, 1993, among DuPont, Sporting Goods and Remington; previously filed as Exhibit 2.4 to Registration Statement No. 333-04520, 333-04520-01 under the Securities Act of 1933, as amended, filed May 3, 1996 by Remington and Holding, and herein incorporated by reference.
2.5	Environmental Liability Services Agreement, dated as of December 1, 1993, between DuPont and Remington; previously filed as Exhibit 2.5 to Registration Statement No. 333-04520, 333-04520-01 under the Securities Act of 1933, as amended, filed May 3, 1996 by Remington and Holding, and herein incorporated by reference.
3.1	Certificate of Incorporation of Remington, dated October 21, 1993, as amended on November 23, 1993; previously filed as Exhibit 3.3 to Registration Statement No. 33-74194, under the Securities Act of 1933, as amended, filed January 14, 1994 by Remington and Holding, and herein incorporated by reference.
3.2	Remington Arms Company, Inc. By-Laws, as amended and restated on October 10, 2007; previously filed as Exhibit 3.2 to Remington’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2007, filed November 14, 2007, and herein incorporated by reference.
3.3	Certificate of Formation of RA Brands L.L.C., dated June 29, 2000; previously filed as Exhibit 3.5 to Amendment No. 1 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed May 16, 2003 by Remington, and herein incorporated by reference.
3.4	Limited Liability Company Agreement of RA Brands, L.L.C., dated June 30, 2000; previously filed as Exhibit 3.6 to Amendment No. 1 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed May 16, 2003 by Remington, and herein incorporated by reference.
4.1	Specimen of Holding Class A Common Stock Certificate; previously filed as Exhibit 4.1 to Holding’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, filed March 30, 1998, and herein incorporated by reference.
4.2	Specimen of Holding Class B Common Stock Certificate; previously filed as Exhibit 4.2 to

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	Holding’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, filed March 30, 1998, and herein incorporated by reference.
4.3	Indenture, dated as of January 24, 2003, among Remington, RBC Holding, Inc., RA Brands, L.L.C., RA Factors, Inc. and U.S. Bank National Association with respect to Remington’s 10½% Senior Notes due 2011 (the form of which is included in such Indenture); previously filed as Exhibit 4.7 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed March 31, 2003­ by Remington, and herein incorporated by reference.
4.4	Supplemental Indenture, dated as of May 17, 2007, by and among Remington, U.S. Bank National Association, and RA Brands, L.L.C.; previously filed as Exhibit 4.1 to Remington’s Current Report on Form 8-K, filed May 21, 2007, and herein incorporated by reference.
10.1	Borrower Security Agreement, dated January 24, 2003, between Remington and Wachovia Bank, National Association, as administrative and collateral agent; previously filed as Exhibit 10.18 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed March 31, 2003 by Remington, and herein incorporated by reference.
10.2	Borrower Security Agreement, dated January 24, 2003, between RA Factors, Inc. and Wachovia Bank, National Association, as administrative and collateral agent; previously filed as Exhibit 10.19 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed March 31, 2003 by Remington, and herein incorporated by reference.
10.3	Subsidiary Security Agreement, dated as of January 24, 2003, between RA Brands, L.L.C. and Wachovia Bank, National Association, as administrative and collateral agent; previously filed as Exhibit 10.20 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed March 31, 2003 by Remington, and herein incorporated by reference.
10.4	Pledge Agreement, dated January 24, 2003, between RA Brands, L.L.C. and Wachovia Bank, National Association, as administrative and collateral agent; previously filed as Exhibit 10.22 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed March 31, 2003 by Remington, and herein incorporated by reference.
10.5	Pledge Agreement, dated January 24, 2003, between Remington and Wachovia Bank, National Association, as administrative and collateral agent; previously filed as Exhibit 10.23 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed March 31, 2003 by Remington, and herein incorporated by reference.
10.6	Pledge Agreement, dated January 24, 2003, between Holding and Wachovia Bank, National Association, as administrative and collateral agent; previously filed as Exhibit 10.25 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed March 31, 2003 by Remington, and herein incorporated by reference.
10.7	Patent and Trademark Security Agreement, dated January 24, 2003, between RA Brands, L.L.C. and Wachovia Bank, National Association, as administrative and collateral agent; previously filed as Exhibit 10.26 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed March 31, 2003 by Remington, and herein incorporated by reference.
10.8	Subsidiary Guaranty, dated January 24, 2003, between RA Brands, L.L.C. and Wachovia Bank, National Association, as administrative and collateral agent; previously filed as Exhibit 10.27 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed March 31, 2003 by Remington, and herein incorporated by reference.
10.9	Contribution Agreement, dated January 24, 2003, by and among Remington, RA Factors, Inc., RA Brands, L.L.C., and RBC Holding, Inc., and Wachovia Bank, National Association, as administrative and collateral agent; previously filed as Exhibit 10.29 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed March 31, 2003 by Remington, and herein incorporated by reference.

161

10.10	Form of Director Stock Subscription Agreement; previously filed as Exhibit 10.2 to Holding’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 1997, filed November 14, 1997, and herein incorporated by reference.*
10.11	Form of Executive Employment Agreement; previously filed as Exhibit 10.38 to Amendment No. 2 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed July 7, 2003 by Remington, and herein incorporated by reference.*
10.12	Director Stock Subscription Agreement; previously filed as Exhibit 10.1 to Holding’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1999, filed August 11, 1999, and herein incorporated by reference.*
10.13	Director Matching Deferred Share Award Agreement; previously filed as Exhibit 10.2 to Holding’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1999, filed August 11, 1999, and herein incorporated by reference.*
10.14	1999 RACI Holding, Inc. Stock Incentive Plan; previously filed as Exhibit 10.3 to Holding’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1999, filed August 11, 1999, and herein incorporated by reference.*
10.15	Form of Management Stock Subscription Agreement; previously filed as Exhibit 10.4 to Holding’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1999, filed August 11, 1999, and herein incorporated by reference.*
10.16	Form of Management Stock Subscription Agreement—Performance Option; previously filed as Exhibit 10.5 to Holding’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1999, filed August 11, 1999, and herein incorporated by reference.*
10.17	Form of Management Stock Subscription Agreement—Service Option; previously filed as Exhibit 10.6 to Holding’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1999, filed August 11, 1999, and herein incorporated by reference.*
10.18	Form of Stock Purchase Right Deferred Share Award Agreement; previously filed as Exhibit 10.7 to Holding’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1999, filed August 11, 1999, and herein incorporated by reference.*
10.19	Form of Matching Deferred Share Award Agreement; previously filed as Exhibit 10.8 to Holding’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1999, filed August 11, 1999, and herein incorporated by reference.*
10.20	Remington Arms Co., Inc. Profit Based Bonus Plan; previously filed as Exhibit 10.11 to Holding’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1999, filed August 11, 1999, and herein incorporated by reference.*
10.21	Form of Management Stock Subscription Agreement; previously filed as Exhibit 10.46 to Holding’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed March 8, 2002, and herein incorporated by reference.*
10.22	Form of Management Stock Option Agreement – Service Option; previously filed as Exhibit 10.47 to Holding’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed March 8, 2002, and herein incorporated by reference.*
10.23	Form of Deferred Share Award Agreement; previously filed as Exhibit 10.48 to Holding’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001, filed March 8, 2002, and herein incorporated by reference.*
10.24	RACI Holding, Inc. 2003 Stock Option Plan, adopted June 13, 2003; previously filed as Exhibit 10.53 to Amendment No. 2 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed July 7, 2003 by Remington, and herein incorporated by reference.*
10.25	Form of RACI Holding, Inc. Management Stock Option Agreement, dated as of June 13, 2003; previously filed as Exhibit 10.54 to Amendment No. 2 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed July 7, 2003 by Remington, and herein incorporated by reference.*
10.26	Form of RACI Holding, Inc. Director Stock Option Agreement, dated as of June 13, 2003; previously filed as Exhibit 10.55 to Amendment No. 2 to Registration Statement No. 333-

162

	104141, under the Securities Act of 1933, as amended, filed July 7, 2003 by Remington, and herein incorporated by reference.*
10.27	Form of RACI Holding, Inc. Management Stock Subscription Agreement; previously filed as Exhibit 10.56 to Amendment No. 2 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed July 7, 2003 by Remington, and herein incorporated by reference.*
10.28	Form of RACI Holding, Inc. Director Stock Subscription Agreement; previously filed as Exhibit 10.57 to Amendment No. 2 to Registration Statement No. 333-104141, under the Securities Act of 1933, as amended, filed July 7, 2003 by Remington, and herein incorporated by reference.*
10.29	Asset Purchase Agreement, dated February 6, 2004, among Remington, RA Brands, L.L.C., Pure Fishing, Inc., Pure Fishing I, LLC and Pure Fishing II, LLC; previously filed as Exhibit 10.1 to Remington’s Current Report on Form 8-K, filed February 19, 2004, and herein incorporated by reference.
10.30	Form of Death Benefit Plan, effective January 1, 2001; previously filed as Exhibit 10.51 to Remington’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 24, 2005, and herein incorporated by reference. *
10.31	Special Supplemental Retirement Plan for Paul Cahan; previously filed as Exhibit 10.53 to Remington’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 24, 2005, and herein incorporated by reference. *
10.32	The Remington Arms Company, Inc. Pension and Retirement Plan, January 1, 2001 Restatement; previously filed as Exhibit 10.41 to Remington’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed March 31, 2006, and herein incorporated by reference. *
10.33	The Remington Arms Company, Inc. Supplemental Pension Plan, effective January 1, 1998; previously filed as Exhibit 10.43 to Remington’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed March 31, 2006, and herein incorporated by reference. *
10.34	Amended and Restated Credit Agreement, dated March 15, 2006, by and among Remington, RA Factors, Inc., Wachovia Bank, National Association, as Agent and Lender and other financial institutions party to the Amended and Restated Credit Agreement; previously filed as Exhibit 10.1 to Remington’s Current Report on Form 8-K, filed March 21, 2006, and herein incorporated by reference.
10.35	The Remington Arms Company, Inc. 2006 Long Term Incentive Plan; previously filed as Exhibit 10.1 to Remington’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2006, filed November 14, 2006, and herein incorporated by reference.*
10.36	The Remington Supplemental Savings Plan, amended and restated as of August 2006; previously filed as Exhibit 10.2 to Remington’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2006, filed November 14, 2006, and herein incorporated by reference.*
10.37	Severance Agreement, dated as of December 31, 2006, between Remington and Stephen P. Jackson, previously filed as Exhibit 10.1 to Remington’s Current Report on Form 8-K, filed December 7, 2006, and herein incorporated by reference.*
10.38	Summary of Amendments to The Remington Arms Company, Inc. Pension and Retirement Plan and The Remington Arms Company, Inc. Supplemental Pension Plan, previously filed as Exhibit 10.45 to Remington’s Annual Report on Form 10-K, filed April 2, 2007, and herein incorporated by reference.*
10.39	Description of 2007 Incentive Compensation Plan, previously filed as Exhibit 10.47 to Remington’s Annual Report on Form 10-K, filed April 2, 2007, and herein incorporated by reference.*
10.40	Confidential Settlement Agreement, dated as of March 16, 2007, between Remington,

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	Holding, The Clayton & Dubilier Private Equity Fund IV, L.P. (the “CDR Fund”), Clayton & Dubilier Associates IV Limited Partnership, Clayton Dubilier & Rice, Inc., Thomas Millner, Leon Hendrix, Michael Babiarz, Bruckmann, Rosser, Sherrill & Co., LLC, Bruckmann, Rosser, Sherrill & Co. II, L.P. (the “BRS Fund”), BRSE, L.L.C., Bruckmann Rosser Sherrill & Co., Inc., and Robert Haskin, previously filed as Exhibit 10.1 to Remington’s Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2007, filed May 7, 2007, and herein incorporated by reference.
10.41	First Amendment to Amended and Restated Credit Agreement, dated May 31, 2007, by and among Remington, Wachovia Bank, National Association, and the lenders from time to time parties thereto; previously filed as Exhibit 4.2 to Remington’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2007, filed August 20, 2007, and herein incorporated by reference.
10.42	Executive Employment Agreement, dated as of May 31, 2007, between Remington and Thomas L. Millner; previously filed as Exhibit 10.1 to Remington’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2007, filed August 20, 2007, and herein incorporated by reference.*
10.43	Executive Employment Agreement, dated as of May 31, 2007, between Remington and Stephen Jackson; previously filed as Exhibit 10.2 to Remington’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2007, filed August 20, 2007, and herein incorporated by reference.*
10.44	Executive Employment Agreement, dated as of May 31, 2007, between Remington and E. Scott Blackwell; previously filed as Exhibit 10.3 to Remington’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2007, filed August 20, 2007, and herein incorporated by reference.*
10.45	Executive Employment Agreement, dated as of May 31, 2007, between Remington and John DeSantis; previously filed as Exhibit 10.4 to Remington’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2007, filed August 20, 2007, and herein incorporated by reference.*
10.46	Executive Employment Agreement, dated as of May 31, 2007, between Remington and Paul Cahan; previously filed as Exhibit 10.5 to Remington’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2007, filed August 20, 2007, and herein incorporated by reference.*
10.47	Executive Employment Agreement, dated as of May 31, 2007, between Remington and Mark Little; previously filed as Exhibit 10.6 to Remington’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2007, filed August 20, 2007, and herein incorporated by reference.*
10.48	Severance Agreement, dated as of May 31, 2007, between Remington and Donald Campbell; previously filed as Exhibit 10.7 to Remington’s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2007, filed August 20, 2007, and herein incorporated by reference.*
10.49	Confidential Severance Agreement and General Release, dated as of August 31, 2007, between Remington and Paul L. Cahan; previously filed as Exhibit 10.1 to Remington’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2007, filed November 14, 2007, and herein incorporated by reference.*
10.50	Union Extension Agreement, dated as of September 14, 2007, between Remington and the International Union, United Mine Workers of America, previously filed as Exhibit 10.2 to Remington’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2007, filed November 14, 2007, and herein incorporated by reference.*
10.51	Severance Agreement, dated as of October 25, 2007, between Remington and Jeff Costantin.*
10.52	Collective Bargaining Agreement, dated as of October 27, 2007, between Remington, the International Union, and United Mine Workers of America.*
10.53	Joinder Agreement, Second Amendment and Supplement to Amended and Restated Credit Agreement, dated as of November 13, 2007, between Remington, RA Brands, L.L.C., and Wachovia Bank, National Association.

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10.54	Stock Purchase Agreement, dated as of December 21, 2007, by and among Remington, The Marlin Firearms Company, the Shareholders of The Marlin Firearms Company thereto and Frank Kenna, III, as Shareholders’ Representative, previously filed as Exhibit 10.1 to Remington’s Current Report on Form 8-K, filed December 28, 2007, and herein incorporated by reference.
10.55	Joinder Agreement and Supplement to Amended and Restated Credit Agreement, dated as of January 28, 2008, between Remington, RA Brands, L.L.C., The Marlin Firearms Company, and H&R 1871, LLC, and Wachovia Bank, National Association.
10.56	Executive Employment Agreement, dated as of February 4, 2008, between Remington and Theodore H. Torbeck.*
10.57	Description of 2008 Incentive Compensation Plan.*
12.1	Statement Re: Computation of Ratio of Earnings to Fixed Charges.
16.1	Letter from PricewaterhouseCoopers LLP to the United States Securities and Exchange Commission regarding change in certifying accountant, dated November 15, 2005; previously filed as Exhibit 16 to Remington’s Current Report on Form 8-K, filed November 15, 2005, and herein incorporated by reference.
21.1	List of Subsidiaries.
31.1	Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
99.1	Press Release, dated February 10, 2004, previously filed as Exhibit 99.1 to Remington’s Current Report on Form 8-K, filed February 19, 2004­, and herein incorporated by reference.
99.2	Stock Purchase Agreement, dated as of April 4, 2007, among American Heritage Arms, LLC, as Buyer, Holding and the stockholders of Holding, including the ownership interests represented by the BRS Fund and the CDR Fund, as Sellers and the stock option holders of Holding, previously filed as Exhibit 99.1 on Remington’s Current Report on Form 8-K/A, filed April 12, 2007, and herein incorporated by reference.
	Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 033-74194-01.
*	Management contract or compensatory plan or arrangement.
**	The following exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. In addition, Exhibit No. 32.1 and Exhibit No. 32.2 shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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EX-10.51

Exhibit 10.51

SEVERANCE AGREEMENT

THIS SEVERANCE AGREEMENT (this “Agreement”) is made and entered into on the 25th day of October, 2007, to be effective as of November 1, 2007 (the “Effective Date”), by and between REMINGTON ARMS COMPANY, INC., a Delaware corporation (the “Company”), and JEFF COSTANTIN (the “Employee”).

R E C I T A L S:

1.          The Employee will be employed by the Company as of the Effective Date as a key employee.

2.          The Company is engaged in the business of designing, manufacturing, marketing, and selling (a) sporting goods products, including, by way of illustration, firearms and ammunition, as well as hunting and gun care accessories and clay targets, for the global hunting and shooting sports marketplace, and (b) products with law enforcement, military and government applications, including, by way of illustration, surveillance technology products and powdered metal products (the “Business”). Following the Effective Date, the Employee will become knowledgeable concerning the important aspects of the Business.

3.          The Employee’s employment with the Company as of the Effective Date will create a relationship of confidence and trust between the Employee and the Company with respect to the Business of the Company and its affiliates and to the business of any client or customer of the Company or its affiliates.

4.          The Company has determined that it is essential and in the best interests of the Company and its shareholders to secure the services, and to ensure the undivided dedication and cooperation, of the Employee from and after the Effective Date. To that end, the Company has determined that it is in the best interests of the Company and its shareholders to provide a Severance Benefit (as defined below) as provided herein.

5.          This Agreement will become effective as of the Effective Date, assuming the Employee becomes employed by the Company as of the Effective Date.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Definitions. Whenever used in this Agreement, including the Recitals and this Section 1, the following terms shall have the meanings set forth below (unless otherwise indicated by the context), and such meanings shall be applicable to both the singular and plural form (except where otherwise expressly indicated):

1.1 “Base Salary” means the amount the Employee is entitled to receive from the Company as base wages or base salary on an annualized basis as in effect immediately prior to his Termination. Base Salary does not include bonuses, commissions, overtime pay, shift pay, premium pay, cost of living allowances or income from stock options, stock grants, phantom stock awards or other similar types of incentive compensation.

1.2 “Beneficiary” means the surviving spouse of the Employee or, if he leaves no surviving spouse, then the Employee’s estate.

1.3	“Board” means the Board of Directors of the Company.
1.4	“Business” has the meaning indicated in the first recital above.

1.5 “Cause” means one or more of the following, in each case as determined by the Company, in its sole discretion: (a) the Employee’s conviction of, or pleading guilty or no contest to, any crime that constitutes a felony, regardless of its demonstrable impact on the Company, or any other crime involving moral turpitude that results, or is reasonably likely to result, in material harm to the Company, (b) the failure of the Employee substantially to perform the duties of his position or any other duties reasonably assigned to him by the Company (other than any such failure due to physical or mental illness) or other material breach by the Employee of any of his obligations owed to the Company, after a demand for substantial performance or demand for cure of such breach is delivered, and a reasonable opportunity to cure is given, to the Employee by a Responsible Person, which demand identifies the manner in which the Company believes that the Employee has not substantially performed his duties or has breached his obligations, (c) the Employee’s willful misconduct or gross negligence that has caused or would reasonably be expected to result in material injury to the Company or any of its affiliates, (d) any diversion by the Employee for his personal gain of any viable and significant business opportunity from the Company (other than with the prior consent of the Board), (e) violation of any provision of the Company’s Corporate Governance Guidelines, the Company’s Code of Business Conduct and Ethics or any covenant contained in this Agreement. For purposes of this Section 1.5, “Responsible Person” shall mean the executive officer or other employee of the Company who is the direct or indirect supervisor of the Employee.

1.6 “Code” means the Internal Revenue Code of 1986, as amended, and all rules, regulations and other written guidance issued thereunder.

1.7 “Company” means Remington Arms Company, Inc., a Delaware corporation with its principal offices at Madison, North Carolina.

1.8 “Confidential Information” means all trade secrets and other information concerning the Business of the Company and its affiliates that is confidential, proprietary or otherwise not generally available to the public. By way of example, Confidential Information includes, without limitation, customer lists, drawings, designs, information regarding product development, marketing plans, sales plans, manufacturing plans, any information covered by the Uniform Trade Secrets Act of Delaware or any other similar legal protections that may be applicable (or any successor thereto), management organization information (including data and other information relating to members of the Board, the Board of Directors of RACI Holding,

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Inc. (“Holding”) and management of the Company or Holding), operating policies or manuals, business plans, financial records, packaging design or other financial, commercial, business or technical information relating to Holding, the Company or any of their respective subsidiaries or affiliates or that Holding, the Company or any of their respective subsidiaries or affiliates may receive belonging to suppliers, customers or others who do business with Holding, the Company or any of their respective subsidiaries or affiliates. The parties expressly agree that Confidential Information does not exist in written form only. Notwithstanding the foregoing, Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a disclosure by the Employee in violation of the provisions of the Agreement, or (b) is received by the Employee from another party that did not receive such information directly or indirectly from the Company or any of its affiliates under an obligation of confidentiality.

1.9 “Effective Date” means November 1, 2007.

1.10 “Good Reason” means, without the Employee’s express written consent, (a) the reduction by the Company in the Base Salary of the Employee; or (b) the transfer of the Employee’s primary work location to a location that is more than fifty (50) miles from the Employee’s primary work location as of the Effective Date.

1.11 “Person” means any individual, partnership, limited liability company, joint venture, corporation, company, firm, group or other entity.

1.12 “Restricted Area” means the United States and Canada.

1.13 “Restricted Period” means the period commencing on the Effective Date and ending on the Termination Date; provided, however, that in the event the Employee’s employment is terminated as a result of a Severance Event and the Employee becomes entitled to receive the Severance Benefit pursuant to Section 2, or the Company otherwise elects to pay the Severance Benefit pursuant to Section 2, the Restricted Period shall also include the 365 day period following his Termination Date.

1.14 “Severance Benefit” means the payment described in Section 2.

1.15 “Severance Event” means the Termination of the Employee (a) by the Company other than for Cause, death or Total Disability or (b) by the Employee for Good Reason. In no event shall any one of the following events be treated as a Severance Event:

(i)	Termination of the Employee as a result of his death;
(ii)	Termination of the Employee by the Company for Cause;
(iii)	Termination by the Employee for any reason other than Good Reason; or

(iv)        Termination of the Employee as a result of his Total Disability, unless, and to the extent, the Company exercises its rights under Section 2.1.

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1.16 “Termination” and any derivative of that term means the termination of the Employee’s employment with the Company or an affiliate.

1.17 “Termination Date” means the date of the Employee’s Termination.

1.18 “Total Disability” means the total disability of the Employee as determined in accordance with the terms of the insured, group long-term disability plan sponsored by the Company.

Section 2. Severance Benefit.

2.1 Eligibility Amount of Severance Benefit. Subject to Sections 2.2 and 2.1 and Section 3, in the event the Employee is Terminated after the Effective Date as a result of a Severance Event, the Employee, as replacement for the compensation the Employee would have received had his employment with the Company continued, shall receive his Base Salary for twelve (12) months through the Company’s regular payroll (the “Severance Benefit”). No Severance Benefit shall be paid to the Employee in the event the Employee is Terminated by the Company for Cause, on account of the death or Total Disability of the Employee, or by the Employee for any reason other than Good Reason or as a result of a Severance Event; provided, however that the Company shall have the right to elect to pay the Employee the Severance Benefit in the event of a termination by the Company for Cause or by the Employee without Good Reason in exchange for the Employee’s compliance with the covenants set forth in Sections 3.3 and 3.4. In the event the Employee becomes entitled to receive a Severance Benefit due the occurrence of a Severance Event but dies prior to receiving the Severance Benefit, then such amount shall be paid to his Beneficiary. Notwithstanding anything to the contrary in this Agreement, this Agreement shall be null and void and of no effect if the Employee does not commence his employment with the Company as of the Effective Date.

2.2 Release of Claims. No Severance Benefit shall be provided to the Employee unless the Employee has properly executed and delivered to the Company a release of claims substantially in the form attached to this Agreement as Exhibit A and that release of claims has become irrevocable as provided therein. Such release of claims shall not be accepted by the Company unless it is executed on or after the Employee’s Termination Date. Prior to the occurrence of a Severance Event, the release of claims may be revised by the Company. The Company may in any event modify the release of claims to conform it to the then current laws of the local jurisdiction applicable to the Employee.

2.3 Exclusive Payment. The Severance Benefit is intended to constitute the exclusive payment in the nature of severance or termination compensation that shall be due the Employee upon Termination due to the occurrence of a Severance Event, and shall be in lieu of any such other severance or termination compensation under any other agreement, plan, program or policy of the Company. Accordingly, if the Employee is a party to an employment, severance, termination, salary continuation or other similar agreement with the Company, or is a participant in any other severance plan, practice or policy of the Company, any Severance Benefit paid to the Employee shall be reduced (but not below zero) by the amount of severance pay to which he is entitled under such other agreement, plan, practice or policy. The Severance Benefit shall not

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be reduced, however, by any benefits paid or payable under the tax-qualified retirement plan and non-qualified retirement plan sponsored by the Company.

Section 3. Employment and Post-Termination Obligations of Employee. All payments to the Employee under this Agreement shall be subject to the Employee’s compliance with the following provisions during the Restricted Period and, except as otherwise provided in this Section 3 following the Termination of the Employee’s employment:

3.1 Assistance in Litigation. The Employee shall, upon reasonable notice, furnish such information and assistance to the Company as may reasonably be required by the Company in connection with any investigation, inquiry, litigation or other proceeding in which it is or may become involved, and which arises out of facts and circumstances known to the Employee (and without regard to whether the Employee is a party thereto). The Company shall promptly reimburse the Employee for his reasonable out-of-pocket expenses incurred in connection with the fulfillment of his obligations under this Section 3.1.

3.2 Confidential Information. As a consequence of his unique position with the Company, the Employee acknowledges and agrees that he will have broad assess to Confidential Information, that Confidential Information will in fact be developed by him in the course of performing his duties and responsibilities with the Company, and that Confidential Information furnishes a competitive advantage in many situations and constitutes, separately and in the aggregate, a valuable, special and unique asset of the Company. During the Restricted Period and at any time thereafter, and except as required by any court, supervisory authority or administrative agency or as may be otherwise required by applicable law, the Employee shall not, without the written consent of the Board, or a person authorized thereby, communicate, furnish, divulge or disclose to any Person, other than an employee of the Company, or a Person to whom communication or disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of his duties as an employee of the Company, any Confidential Information obtained by him while in the employ of the Company, unless and until such information has become a matter of public knowledge at the time of such disclosure. The Employee shall use his best efforts to prevent the removal of any Confidential Information from the premises of the Company, except as required in connection with the performance of his duties as an employee of the Company. The Employee agrees that all Confidential Information (whether now or hereafter existing) conceived, discovered or developed by him during the period of his employment with the Company belongs exclusively to the Company and not to him.

3.3 Non-Disparagement. During the Restricted Period and at any time thereafter, the Employee shall not make any statement, written or oral, whether expressed as a fact, opinion or otherwise, that disparages, or could reasonably be construed as disparaging, the Company, or its officers, directors, employees, shareholders, representatives or agents. Except as is reasonably necessary or appropriate in connection with the performance of his duties as an employee of the Company, the Employee shall not knowingly take any action or knowingly provide information or issue statements, to the media or otherwise, or knowingly cause anyone else to take any action or provide information or issue statements, to the media or otherwise, regarding the Company or its officers, directors, employees, shareholders, representatives or agents.

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3.4 Noncompetition and Non-Solicitation. The Employee acknowledges and agrees that the duties and responsibilities to be performed by him for the Company are of a special and unusual character which have a unique value to the Company, the loss of which cannot be adequately compensated by damages in any action in law. The Employee further acknowledges and agrees that the unique and proprietary knowledge and information possessed by, or which will be disclosed to, or developed by, the Employee in the course of his employment will be such that his breach of the covenants contained in this Section 3.4 would immeasurably and irreparably damage the Company regardless of where in the Restricted Area the activities constituting such breach were to occur. Thus, the Employee acknowledges and agrees that it is both reasonable and necessary for the covenants in this Section 3.4 to apply to the Employee’s activities throughout the Restricted Area and for the Restricted Period. In recognition of the special and unusual character of the duties and responsibilities of the Employee and as a material inducement to the Company to employ the Employee as of the Effective Date in this special and unique capacity, the Employee covenants and agrees that, during the Restricted Period, the Employee shall not, directly or indirectly:

(a)        perform services for, engage in or be engaged in, assist, counsel, advise or otherwise support any business within the Restricted Area which is competitive with the Business;

(b)        call upon any Person who is, or was at any time during the twelve (12) month period ending on the Termination Date, a customer of the Company for the purpose of providing services or manufacturing, selling or distributing products similar to, or competitive with, the services provided by the Company or the products manufactured, sold and distributed by the Company;

(c)        solicit, divert, or take away, or attempt to solicit, divert or take away, any Person who is, or was at any time during the twelve (12) month period ending on the Termination Date, a customer of the Company for the purposes of providing services or manufacturing, selling or distributing products similar to, or competitive with, the services provided by the Company or the products manufactured, sold and distributed by the Company; or

(d)        employ or induce or attempt to induce any employee of the Company to terminate his employment with the Company for the purpose of performing services for, assisting, counseling, advising or otherwise supporting any business within the Restricted Area which is competitive with the Business.

3.5 Failure to Comply. In the event of a breach by the Employee of the provisions of this Section 3, the Company shall have and may exercise any and all rights and remedies available to the Company at law or otherwise, including, but not limited to, obtaining an injunction from a court of competent jurisdiction enjoining and restraining the Employee from committing such violation. The Employee hereby consents to the issuance of such injunction and agrees to submit to the equitable jurisdiction of any court of competent jurisdiction, without reference to whether the Employee resides or does business in that jurisdiction at the time such injunction is sought or entered.

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3.6 Reasonableness of Restrictions. The Employee and the Company have each carefully read the provisions of this Section 3 and, having done so, agree that the restrictions set forth in this Section 3 (including, but not limited to, the Restricted Period restriction and the Restricted Area restriction set forth in this Section 3) are fair and necessary to prevent the Employee from unfairly taking advantage of contacts established, nurtured, serviced, enhanced or promoted and knowledge gained during the Employee’s employment with the Company, and are necessary for the reasonable and proper protection of the Company’s interests. The Employee agrees and acknowledges that the Company and its affiliates are engaged in the Business and sell and distribute their products throughout the United States and other jurisdictions throughout the world, and that it would not be reasonable to limit the geographic scope of these covenants to any particular geographic location. The Employee acknowledges that the covenants contained in this Section 3 will not cause an undue burden on the Employee. Notwithstanding the foregoing, in the event any part of the covenants set forth in this Section 3 is held to be invalid or unenforceable, the remaining parts thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. In the event that any provision of this Section 3 is declared by a court of competent jurisdiction to be overbroad as written, the Employee specifically agrees that the court should modify such provision in order to make it enforceable, and that a court should view each such provision as severable and enforce those severable provisions deemed reasonable by such court.

Section 4. Tax Consequences.

4.1 Deductions and Withholding; No Representations. The Employee agrees that the Company or its affiliates, as applicable, shall withhold from the payment of the Severance Benefit, all federal, state, local and/or other taxes which the Company determines are required to be withheld in accordance with applicable statutes or regulations from time to time in effect. The Company makes no representations or warranties to the Employee with respect to the tax consequences (including, but not limited to, income tax consequences) related to the payment contemplated by this Agreement, and the Employee is in no manner relying on the Company or its representatives for an assessment of such tax consequences.

4.2 Code Section 409A. To the extent applicable, the parties hereto intend that this Agreement comply with Section 409A of the Code (“Code Section 409A”). The parties agree that this Agreement shall at all times be interpreted and construed in a manner to comply with Code Section 409A and that should any provision be found not in compliance with Code Section 409A, the parties are contractually obligated to execute any and all amendments to this Agreement deemed necessary and required by the Company’s legal counsel to achieve compliance with Code Section 409A unless such action results in substantial additional costs to the Company. By execution and delivery of this Agreement, the Employee irrevocably waives any objections he may have to any amendments required by Code Section 409A. The parties also agree that in no event shall any payment required to be made pursuant to this Agreement be made to the Employee unless compliant with Code Section 409A. In the event amendments are required to make this Agreement compliant with Code Section 409A, the Company shall use its best efforts to provide the Employee with substantially the same benefits and payments he would have been entitled to pursuant to this Agreement had Code Section 409A not applied, but in a manner that is compliant with Code Section 409A and does not result in substantial additional

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costs to the Company. The manner in which the immediately preceding sentence shall be implemented shall be the subject of good faith negotiations between the parties.

Section 5. Notices. Any notice or other communication required or permitted to be delivered under this Agreement shall be (a) in writing, (b) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (c) deemed to have been received on the date of delivery or on the third business day after the mailing thereof, and (d) addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

If to the Company:

Remington Arms Company, Inc.

870 Remington Drive

Post Office Box 700

Madison, NC 27025-0700

Attention: Mark Little

If to the Employee:

Jeff Costantin

9 Rice Lane

Long Valley, NJ  07853

Section 6. Entire Agreement. This Agreement (including Exhibit A hereto) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and all promises, representations, understandings, arrangements and prior agreements relating to such subject matter (including, without limitation, those between the Employee and any other person or entity) are merged into and superseded by this Agreement, and the terms of any prior employment agreement or arrangement shall, from and after the date of this Agreement, be of no further force or effect.

Section 7.        Governing Law; Consent to Jurisdiction.

7.1        This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflict of law principles thereof) applicable to contracts made and to be performed therein, and in any action or other proceeding that may be brought arising out of, in connection with or by reason of this Agreement, the laws of the State of Delaware shall be applicable and shall govern to the exclusion of the law of any other forum.

7.2        Any action to enforce any of the provisions of this Agreement shall be brought exclusively in a court of the State of Delaware or in a Federal court located within the State of Delaware, and by execution and delivery of this Agreement, the Employee and the Company irrevocably consent to the exclusive jurisdiction of those courts and the Employee hereby submits to personal jurisdiction in the State of Delaware. The Employee and the Company irrevocably waive any objection, including any objection based on lack of jurisdiction, improper venue or forum non conveniens, which either may now or hereafter have to the bringing of any

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action or proceeding in such jurisdiction in respect to this Agreement or any transaction related hereto. The Employee and the Company acknowledge and agree that any service of legal process by mail in the manner provided for notices under this Agreement constitutes proper legal service of process under applicable law in any action or proceeding under or in respect to this Agreement.

Section 8. Binding Effect; Assignability; Merger or Consolidation. This Agreement shall be binding upon and inure to the benefit of the parties hereto. The obligations of the Employee hereunder may not be delegated, and the Employee may not, without the Company’s written consent, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect. The Company and the Employee agree that this Agreement and all of the Company’s rights and obligations hereunder may be assigned or transferred by the Company to and shall be assumed by and be binding upon any successor to the Company; provided, however, that the Company will not consolidate or merge into or with another Person, or transfer all or a material part of its assets to another Person (a “Successor Entity’) unless the Successor Entity shall assume this Agreement, and upon such assumption, the Employee and the Successor Entity shall become obligated to perform the terms and conditions of this Agreement.

Section 9. Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. Specifically, in the event any part of the covenants set forth in Section 3 is held to be invalid or unenforceable, the remaining parts thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. In the event that any provision of Section 3 is be declared by a court of competent jurisdiction to be overbroad as written, the Employee specifically agrees that the court should modify such provision in order to make it enforceable, and that a court should view each such provision as severable and enforce those severable provisions deemed reasonable by such court.

Section 10. Amendment: Waiver. Except as otherwise provided in Section 4, no provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by the Board or a duly authorized committee thereof. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver of any provision of this Agreement shall be implied from any course of dealing between or among the parties hereto or from any failure by any party hereto to assert its or his rights hereunder on any occasion or series of occasions.

Section 11. Headings. All headings herein are inserted for convenience and ease of reference purposes only and are not to be considered in the construction or interpretation of this Agreement.

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Section 12. Counterparts. This Agreement may be executed simultaneously in counterparts, both of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Section 13. No Duty to Mitigate. The Employee shall have no obligation to take any action to mitigate or offset any amounts payable by the Company pursuant to this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by the Employee as the result of employment by another employer after the date of the Employee’s Termination or otherwise.

Section 14. Source of Payments; No Trust. The obligations of the Company to make payments hereunder shall constitute a liability of the Company to the Employee. Such payments shall be from the general funds of the Company, and the Company shall not be required to establish or maintain any special or separate fund, or otherwise to segregate assets to assure that such payments shall be made, and neither the Employee nor his Beneficiary shall have any interest in any particular asset of the Company by reason of its obligations hereunder. Nothing contained in this Agreement shall create or be construed as creating a trust of any kind or any other fiduciary relationship between the Company and the Employee or any other person. To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company.

Section 15. No Right to Continued Employment. Nothing contained in this Agreement shall be construed as conferring upon the Employee the right or imposing upon him the obligation to continue in the employment of the Company after the Effective Date, nor shall it be construed as imposing upon the Company the obligation to continue to employ the Employee after the Effective Date. The Company and the Employee acknowledge that the employment of the Employee is and shall continue to be “at will” and may be terminated at any time by either party, with or without Cause.

Section 16. No Conflicts. The Employee represents that he is entering into this Agreement voluntarily and that the Employee’s employment hereunder and his compliance with the terms and conditions of this Agreement will not conflict with or result in his breach of any agreement to which he is bound.

Section 17. Employee Acknowledgment. The Employee (a) has had a reasonable amount of time in which to review and consider this Agreement prior to signature, (b) has in fact read the terms of this Agreement, (c) has the full legal capacity to enter into this Agreement and has had the opportunity to consult with legal counsel before signing this Agreement, (d) fully and completely understands the meaning, intent and legal effect of this Agreement, and (e) has knowingly and voluntarily executed this Agreement.

Section 18. Recitals. The Recitals to this Agreement are incorporated herein and shall constitute an integral part of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

REMINGTON ARMS COMPANY, INC.

By: /s/ Thomas L. Millner
       ——————————————————

Name: Thomas L. Millner

Title: CEO

EMPLOYEE

/s/ Jeff Costantin

———————————————————–

Jeff Costantin

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EXHIBIT A

REMINGTON ARMS COMPANY, INC.

SEVERANCE AGREEMENT

GENERAL RELEASE AND WAIVER OF CLAIMS

In consideration of the payment by Remington Arms Company, Inc. (“Remington”) of the Severance Benefit to me pursuant to that certain Severance Agreement dated __________, _______, to which this Exhibit A is attached (the “Agreement”), I, Jeff Costantin agree to and do finally and completely release and forever discharge Remington and its parents, subsidiaries and affiliates, and any one or more of their employees, shareholders, officers, directors or agents (the “Releasees”) from any and all liabilities claims, obligations, demands and causes of action of any and every kind or nature whatsoever, in law, equity or otherwise, known or unknown, suspected or unsuspected, disclosed and undisclosed, which now have, own or hold, or claim to have, own or hold, or which I may have, own or hold, or claim to have, own or hold, against each or any of the Releasees arising from or relating to my employment with Remington and termination of that employment.

This General Release and Waiver of Claims (this “Release”) includes, without limiting the generality of the foregoing, claims arising under any provision of federal, state federal or local law, any federal, state or local anti-discrimination statute, ordinance or regulation, the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964 and the Civil Rights Act 1991, or the Employee Retirement Income Security Act of 1974, all as amended, or any similar federal, state or local statutes, ordinances or regulations, or claims in the nature of a breach of contract, claims for wrongful discharge, emotional distress, defamation, fraud or breach of the covenant of good faith and fair dealing, tort and wage or benefit claims (other than the Severance Benefit to which I am entitled under the Agreement); provided, however, that this Release does not include actions brought to enforce the terms of this Release, including my right to the Severance Benefit, or to secure benefits under any other employee benefit plan or program of Remington of which I am a participant unless expressly excluded by the Agreement. If I violate the terms of this Release, I agree to pay the Releasees’ costs and reasonable attorneys’ fees.

I acknowledge that, among other rights subject to this Release, I am hereby waiving and releasing any rights I may have under the ADEA, that this Release is knowing and voluntary, and that the consideration given for this Release is in addition to anything of value to which I was already entitled as an employee of Remington.

As provided by law, I have been advised by Remington to carefully consider the matters outlined in this Release and to consult with such professional advisors as I deem appropriate, including a lawyer of my own choice. I acknowledge I have had at least twenty-one (21) days from my receipt of this Release to consider the terms and conditions set forth herein, and I understand that I have seven (7) days following my execution of this Release to revoke my signature, in which event this Release shall not be effective or binding on the parties, and I will

not receive the Severance Benefit described in the Agreement. I further understand fully and acknowledge the terms and consequences of this Release, and I voluntarily accept them.

ACKNOWLEDGED AND AGREED TO,

INTENDING TO BE LEGALLY BOUND HEREBY:

Dated:______________________________ ___________________________
Employee

EX-10.52

Exhibit 10.52

REMINGTON

COLLECTIVE BARGAINING

AGREEMENT

Between

REMINGTON ARMS COMPANY,

INC.

ILION, NEW YORK

and

INTERNATIONAL UNION,

UNITED MINE WORKERS OF

AMERICA

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Table of Contents

Article I - Enabling Clause			5
	Section (a) Prior Agreements, Practices and Customs		5
	Section (b) Recognition		5
	Section (c) Non-Discrimination		5
	Section (d) Definitions		5
	Section (e) Payroll Deduction		6
	Section (f) Successorship		6
Article II – Scope and Coverage			7
	Section (a) Work Jurisdiction		7
	Section (b) Exemptions Clause		7
Section (c) Supervisors Shall Not Perform Classified Work			7
	Section (d) Management of the Plant		8
	Section (e) UNION’S Rights		8
	Section (f) Contracting and Subcontracting		9
	Section (g) Job Security		9
Article III - Wages and Hours		10
	Section (a) Basic Workday	10
	Section (b) Basic Workweek	10
	Section (c) Overtime Pay and Premium Pay	10
	Section (d) Standard Daily Wage Rate	13
	Section (e) Hourly Wage Rates and Shift Differential	13
Article IV – Holidays		15
	Section (a) Holidays Observed	15
	Section (b) Saturday and Sunday Holidays	15
	Section (c) Plant Floater and December 24	16
	Section (d) Pay for holidays Worked	16
	Section (e) Pay for Holidays Not Worked	16
	Section (f) Birthday Holidays	16
	Section (g) Time of Payment	17
Article V – Vacation		17
	Section (a) Regular Vacation	17
	Section (b) Plant Shutdown	17
	Section (c) Staggered Vacation	18
	Section (d) Work During Shutdown	18
	Section (e) Time of Payment	18
	Section (f) Obligation for Payment	19
Article VI – Allowance		19
	Section (a) Bereavement Pay	19
	Section (b) Jury Duty	20
	Section (c) Reporting Pay and Call - In Pay	21
	Section (d) Military Duty	21
Article VII – Joint Labor – Management Communication Committee		21
Article VIII – Health and Safety		22
	Section (a) Right to a Safe Working place	22

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	Section (b) Health and Safety Committee	22
	Section (c) Settlement of Health or Safety Disputes	24
	Section (d) Drug and Alcohol Testing	24
Article IX – Seniority		24
	Section (a) Definition of Seniority	24
	Section (b) Termination of Seniority	24
	Section (c) Probationary Period	25
	Section (d) Filling Vacancies	25
	Section (e) Reduction Realignment Procedure	25
	Section (f) Panel	27
	Section (g) Panel Custodians	27
	Section (h) Panel Members Accrue Seniority	27
	Section (i) Right to be Recalled	27
	Section (j) Recall of Persons on Layoff Status	28
	Section (k) Job Bidding and Posting Procedure	28
	Section (l) Temporary Assignments	31
	Section (m) Separation Pay	32
Article X – Settlement of Disputes		33
	Section (a) Grievance Committee	33
	Section (b) Grievance Procedure	34
	Section (c) Finality of Decision or Settlement	37
	Section (d) Waiver of Time Limits	37
Article XI – Discipline and Discharge		37
	Section (a) Just Cause Required	37
	Section (b) Procedure	37
	Section (c) Suspension	38
	Section (d) Compensation for Lost Earnings	38
	Section (e) Removal of Employee Disciplinary Records	38
Article XII - Benefits and Practices		38
	Section (a) Eligibility	38
	Section (b) Benefits of Choice	38
	Section (c) Length of Service	39
	Section (d) Practices	39
	Section (e) Administrative and Design Matters and Uniformity	39
Article XIII – Miscellaneous		40
	Section (a) Pay Day	40
	Section (b) Bulletin Boards	40
	Section (c) Safety Shoes	40
	Section (d) Eye Examinations	40
	Section (e) Disability Accommodation	41
	Section (f) Medical Appointments	41
Article XIV – No Strike or Lockout		41
	Section (a) Union Not to Strike	41
	Section (b) Union to Halt Breach	42
	Section (c) Discipline for Breach	42
	Section (d) No Lockout	42

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Article XV – Maintain Integrity of the Contract and Resort to Courts		42
Article XVI – Modification and Severability Clause		42
	Section (a) Modification	42
	Section (b) Severability	43
Article XVII - Ratification and Termination of this Agreement		43
SHORT TERM DISABILITY PAY PLAN		45
APPENDIX A		46
APPENDIX B		48
APPENDIX C		49
APPPENDIX D		51

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AGREEMENT

Article I - Enabling Clause

Effective this 23^rd day of October 2007, the Ilion Plant of REMINGTON ARMS COMPANY, INC., situated at Ilion, New York, hereinafter referred to as the PLANT or the EMPLOYER, and the INTERNATIONAL UNION, UNITED MINE WORKERS OF AMERICA, hereinafter referred to as the UNION, in consideration of the mutual covenants herein contained have agreed and do agree as follows:

Section (a) Prior Agreements, Practices and Customs

This agreement supersedes the collective bargaining agreements previously executed by the parties. There shall be no prior practices and customs observed at the Ilion Plant, unless identified in Appendix C. All previous agreements not contained in this agreement, will be superseded by this Agreement and to remain in effect must be signed and dated on or after the effective date of this Agreement.

Section (b) Recognition

The UNION has been and is recognized as the exclusive bargaining agency for the Employees of said Ilion Plant. This agreement pertains to only the unit to be recognized; it does not create any rights or obligations not expressly stated herein. All Employees shall be or become members of the UNION, to the extent and in the manner permitted by law.

Section (c) Non-Discrimination

The PLANT and the UNION affirm the policy of nondiscrimination against any Employee or applicant for employment because of age, disability (within the meaning of the ADA), race, creed, religion, color, sex, national origin, ancestry or political activity (whether intra-UNION or otherwise) with respect to wages, hours and working conditions.

Section (d) Definitions

Wherever the following terms are used in this Agreement, they are defined as follows:

(1)       The term “PLANT” shall mean the Ilion Plant of Remington Arms Company, Inc. located at Ilion, New York.

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(2)       The terms “Employee” or “Employees” shall mean any or all of those employees at the Plant included within the bargaining unit covered by this Agreement.

(3)       The terms “Current Employee” or “Current Employees” shall mean only those employees hired before September 11, 1997.

(4)       The terms “New Employee” and “New Employees” shall mean only those employees hired on or after September 11, 1997.

(5)       When the term “Employee(s)” or a personal noun or pronoun appears in this Agreement, it shall be understood to refer to either the masculine or feminine gender or both as applicable in the context in which it appears.

Section (e) Payroll Deduction

(1)  The PLANT will deduct the membership dues, including initiation fees and assessments, or the legally required equivalent thereof, of the UNION and its various subdivisions, prescribed by the UNION, and other authorized deductions, from the salary payable within the month of an Employee who authorizes the PLANT to make such deductions on a form entitled United Mine Workers of America Checkoff Authorization Form.

(2)  All sums deducted in this manner shall be turned over by the PLANT to the designated representatives of the UNION, together with a statement listing the names and social security numbers of all unit Employees and the amount checked off for each authorized deduction.

Section (f) Successorship

In consideration of the UNION’S execution of this Agreement, the EMPLOYER promises that the PLANT covered by this Agreement shall not be sold, conveyed, or otherwise transferred or assigned to any successor without first securing the successor’s agreement to assume the EMPLOYER’S obligations under this Agreement including Appendix A. Immediately upon the conclusion of any such sale, conveyance, assignment or transfer of the PLANT, the EMPLOYER shall notify the UNION of the transaction. Such notification shall be by certified mail to the Secretary-Treasurer of the International Union and shall be accompanied by documentation that the successor obligation set forth herein has been satisfied.

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Article II – Scope and Coverage

Section (a) Work Jurisdiction

All current bargaining unit work including processes related to the production and processing of firearms and routine repair and routine maintenance work normally performed at the PLANT, and work of the type customarily related to all of the above shall be performed by bargaining unit Employees of the EMPLOYER covered by and in accordance with the terms of this Agreement, except as otherwise specified herein.

Section (b) Exemptions Clause

It is the Intention of this Agreement to reserve to the EMPLOYER and except from this Agreement an adequate force of supervisory employees to effectively conduct the safe and efficient operation of the PLANT and at the same time, to provide against the abuse of such exemptions by excepting more such employees than are reasonably required for that purpose.

Exempt employees under this provision are salaried employees exempt under the Fair Labor Standards Act including the Plant Manager, his assistants and their staff, Supervisory employees, with authority to hire, discharge, promote, transfer, or otherwise effect changes in status of Employees or effectively to recommend such action. All non-exempt employees excluded from the bargaining unit will retain such status. All other Employees working in or around the PLANT shall be covered by this Agreement, except as otherwise specified herein.

The UNION will not seek to organize or ask recognition for such exempt employees during the life of this Agreement. The EMPLOYER shall not use this provision to exempt from the provisions of this Agreement more persons than are necessary for the safe and efficient operation of the PLANT.

Section (c) Supervisors Shall Not Perform Classified Work

Supervisory employees shall perform no classified work covered by this Agreement except in emergencies and except if such work is necessary for the purpose of training or instructing bargaining unit Employees. Plant Management retains the right to audit operations which may include measuring and gauging components and auditing finished product as well as engineering support for product development and troubleshooting so long as the number of bargaining unit Employees currently performing such work is not eliminated or reduced. When a dispute arises under this section, it shall be adjudicated through the grievance and arbitration procedures covered by this Agreement and in such proceedings the following rule will apply: the burden is

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on the EMPLOYER to prove that classified work has not been performed by supervisory personnel.

Section (d) Management of the PLANT

(1) Management Rights

The UNION recognizes and agrees that, except as specifically limited by the express provisions of this Agreement, the PLANT maintains the sole and exclusive right to manage its business in such a manner as the PLANT shall determine to be in its best interest. The exercise or nonexercise of the rights retained by the PLANT shall not be deemed to waive any such rights or the discretion to exercise any such rights in some other way in the future.

(2) Most Favored Nations

During the term of this Agreement should the UNION either (A) enter into an agreement with any other competing firearm manufacturer (with comparable gross sales) other than Remington Arms Co., Inc. or any of its component divisions, the terms or conditions of which agreement are more advantageous to the other employer than those contained in this Agreement; or (B) Countenance a course of conduct by any other comparable competing firearms manufacturer signed to an agreement with the UNION, which course of conduct enables the other employer to operate under more advantageous terms and conditions than are provided for in this Agreement, the PLANT shall be privileged to adopt such advantageous terms and conditions upon written notice to the UNION of its intent to do so.

Section (e) UNION’S Rights

(1) Authorized representatives of the District and the International will be allowed access to the PLANT property to insure compliance with this Agreement, after giving notice and their reason for seeking access. The President, International Vice Presidents, Field Representatives and International Safety Representatives and Secretary-Treasurer of the International Union will be granted access to the PLANT provided that such officials have given a minimum of 48 hours advance notification and reason of their desire to visit, provided there is no interference with production. The EMPLOYER shall provide candidates for UNION office reasonable opportunity to campaign among its Employees during their non-working hours and in non-working areas, provided there is no interference with production. The EMPLOYER further agrees to provide space on PLANT property for the holding of UNION elections and the ratification of collective bargaining agreements. However, the UNION agrees that there shall be no solicitation or UNION meetings or promotional UNION activity on PLANT time.

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(2) The Local Union President, Vice President, Financial Secretary, Recording Secretary and Employees who are either elected or appointed to the Joint Labor-Management Communications Committee, the Health and Safety Committee, and the Grievance Committee shall have the right of movement throughout the PLANT in the performance of their official duties, provided the UNION officials noted above do not unreasonably interfere with the production of Employees. Local Union Officers and committee member shall seek permission from their supervisor to leave their work area in order to meet their responsibilities as outlined within this Agreement. Permission will be granted unless there is a justifiable business reason for denying such permission. Once permission has been granted, the Employee will be paid their regular rate as long as the responsibilities are carried out during the Employee’s regular work hours.

(3) UNION officials noted above in subsection (2), with proper advance notification to Human Resources, will be excused to participate in UNION activities. In cases where multiple UNION officials noted above in subsection (2) are requesting to be excused for multiple days, the request shall be submitted as far in advance as possible but no less than two (2) working days prior to the requested time off. In cases of District or International Conventions or conferences, no more than ten (10) Employees shall be excused to attend. Employees who have an official request for a leave of absence shall be granted leave to serve as District or International officers or representatives and shall retain their seniority and accrue seniority while they are on such leave. Employees who have an official request for a leave of absence shall be granted leave to accept a temporary UNION assignment, not to exceed four (4) consecutive months, and to return to their former jobs and shifts. No more than two (2) Employees may accept such temporary UNION assignments at the same time. Permanent UNION appointees and those Employees who are elected to District or International office shall be entitled to return to a job, provided that Employees with greater seniority at the PLANT are not on layoff.

Section (f) Contracting and Subcontracting

Notwithstanding anything to the contrary in this Agreement, the PLANT has the unlimited right to contract out or transfer work.

Section (g) Job Security

During the life of this Agreement, and based on market demand, the M/7, M/700, M/7600, M/7400, M/1187, M/1100, M/870, SP10, M/552, M/572, M750, M7615 and 105CTi will continue to be produced only at the Ilion Plant; however, in accordance with Article II, Section (f), the PLANT retains the right to purchase and/or procure component parts and services for the foregoing models.

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Article III - Wages and Hours

Section (a) Basic Workday

The regular or basic “workday” shall begin at 7:00 am and end the following day at 7:00 am. The EMPLOYER may designate other “workdays” for individual Employees or groups of Employees following discussion of the need to do so with the Local Union.

Section (b) Basic Workweek

The regular or basic “workweek” shall begin Monday at 7:00 a.m. and shall end the following Monday at 7:00 am. The EMPLOYER may designate other “workweeks” for individual Employees or groups of Employees following discussion of the need to do so and agreement by the Local Union. An Employee’s basic “workweek” will not be changed without seven days prior notice. In the event the parties are unable to reach agreement regarding the work week change, the EMPLOYER may implement the change, subject to the UNION’s right to file a grievance and submit the matter to arbitration for final resolution. In cases where the change is of a single week duration, the agreement and notice provisions of this section shall not apply, but the affected Employee(s) will be given as much notice as possible.

Section (c) Overtime Pay and Premium Pay

(1)        Overtime pay at one and one-half times the Employee’s regular rate will be paid for:

(A) All hours worked at the direction of management in excess of eight (8) hours in any period of twenty-four (24) consecutive hours. This provision shall not be applicable if the excess hours worked are at the request of the Employee.

(B) All hours worked in excess of forty (40) in the regular workweek.

(C) All hours worked on the Employee’s sixth consecutive day off.

(D) All hours worked on Saturday unless Saturday is included in the Employee’s regularly scheduled workweek.

(2) Overtime pay at double the Employee’s regular rate will be paid for:

(A) All hours worked on the Employee’s seventh consecutive day.

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(B) All hours worked on Sunday unless Sunday is included in the Employee’s regularly scheduled workweek.

(3)                          For the purpose of determining whether an Employee has worked a sixth or seventh day within the regular workweek as set forth in this Article, such Employee shall be considered to have performed a day’s work when:

(A) The Employee works the regularly scheduled hours in a day.

(B) The Employee is off work due to a Holiday or other Contractual day.

(C) The Employee is excused for part of the day by management.

(D) The Employee is absent a full day as a result of being sent home due to lack of work without prior notification not to report.

(4)        Work on the seventh consecutive day and all holidays is optional. In the event all Employees refuse such work, management retains the right to assign the least senior Employees in the needed job title to work.

(5)        An Employee who is required to work on one of his scheduled days of rest shall not be required to take compensating time off.

(6)        Overtime opportunities shall be distributed on an equitable basis. The EMPLOYER is responsible for scheduling overtime and determining qualified Employees to perform overtime work. Weekend (and sixth and seventh day worked) overtime hours shall be distributed by the EMPLOYER among the Employees qualified to perform the work involved pursuant to the following guidelines:

(A) All shifts on a particular assignment working overtime:

(i) Ask regular operator(s) of that primary assignment on the shift that will be running.

(ii) If he refuses, ask other operators in the same Department, on the same shift, who are qualified to perform the work.

(iii) If they refuse, ask other operators in the same Area Manager’s area, on the same shift, who are qualified to perform the work.

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(iv) If they refuse, the EMPLOYER may assign the work to the least senior employee in the Area Manager’s area qualified to perform the work.

(B) Only one shift of a multi-shift job working overtime:

The overtime opportunity will be offered to all regular operators of that assignment on all shifts on an equitable basis. Management reserves the right to schedule the specific hours of such overtime work. If there are an insufficient number of volunteers, the EMPLOYER may assign the work to the least senior regular operators of that assignment.

Note that in emergency situations, the EMPLOYER will take whatever steps are necessary to keep a job running and assure no break in the production flow.

(7)      When more than one rate is applicable to the same hours of work, the rates shall not be pyramided, but only the highest single rate applicable shall be paid. Any hours paid for at any overtime rate, except hours worked on Holidays, shall not be used again for the purpose of determining any other overtime hours. When time and one-half (1 ½), two (2), or two and one half (2 1/12) times rates are paid for hours worked, such hours shall be considered overtime hours.

(8)      If there are an insufficient number of volunteers for overtime pursuant to Subsection (6) of this Article III(c), then the EMPLOYER may require mandatory overtime of up to ten (10) hours per work week consisting of work shifts not to exceed:

i. Up to ten (10) hours on the first five (5) days of any scheduled work week (i.e., not to exceed two (2) hours of mandatory overtime per shift).

ii. Six (6) hours on the sixth (6^th) day worked.

(A) The EMPLOYER has the right to determine the hours of work and determining qualified Employees to perform overtime work.

(B) Employee absences during mandatory overtime and voluntary overtime once accepted by the Employee shall be logged on the Employee’s work history and counted as an unexcused absence in the Attendance Policy.

(C) Overtime shall not be applicable for the Short Term Disability Pay Plan or vacation considerations.

(D) Employees shall be given twenty-four (24) hour advance notice of mandatory overtime scheduled on the sixth (6^th). By way of

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example, if an Employee is going to be scheduled for mandatory overtime on a Saturday, the Employee shall be informed of the assignment by the end of his shift on Thursday.

Section (d) Standard Daily Wage Rate

The Employee’s Standard daily wage rate as used herein shall be calculated in accordance with the following formula:

Employee’s Established

Monthly Salary x 12	=	Straight Time Rate
52 Weeks x 40 Hours Per Week			(Per hour)

The term regular rate as used herein shall mean the straight time rate plus shift differential, if any, but excluding all other payments.

Section (e) Hourly Wage Rates and Shift Differential

(1) Hourly Wage Rates

(A) The four (4) Level Pay Structure is included in this Agreement as Appendix A. This structure will remain the same during the life of this Agreement however, all Employees actively employed on the effective date of this Agreement will receive:

Effective Date	Amount
October 29, 2007	3.5%
November 3, 2008	3%
November 2, 2009	3%
November 1, 2010	3%
November 7, 2011	3.5%

(B) Appendix B lists each of the pay levels and the job titles and job code numbers incorporated within each pay level. The EMPLOYER shall not introduce additional pay levels or job titles during the life of this

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Agreement or combine existing job titles or pay levels without discussions with and agreement by the Local Union. In the event the parties are unable to reach agreement regarding the appropriate pay level and job code number, the EMPLOYER may implement the change, subject to the UNION’s right to file a grievance and submit the matter to arbitration for final resolution.

(2) Shift Differential

An Employee permanently scheduled or temporarily assigned to work between the hours of 3:30 p.m. and 7:00 a.m. shall receive a night shift differential amounting to ten percent (10%) of the applicable rate for Current Employees and $0.75 per hour for New Employees for such hours, according to the procedures in paragraphs (A) through (E) of this Section. No shift differential shall be paid when such hours worked at the request of the Employee.

(A) A day shift Employee shall receive shift differential when the hours worked in a workday amount to four or more* between the hours of 3:30 pm and 7:00 am, and provided the Employee worked his normal shift and the hours qualifying for shift differential are an extension of that shift.

*Employees scheduled to begin work at 4:00 a.m. will receive shift differential for those hours worked between the hours of 4:00 a.m. and 7:00 a.m.

(B) A day shift Employee shall receive shift differential for all hours worked between 3:30 p.m. and 7:00 a.m. provided the Employee worked his normal shift and a break in work of one hour or more occurs between the normal shift and those hours qualifying for shift differential.

(C) If the majority of hours worked by a day shift Employee are worked on a night shift (3:30 p.m. to 7:00 a.m.), he will be paid according to paragraph (D) of this Section.

(D) A second or third shift Employee shall receive shift differential for all hours worked on his normal shift, as well as for all hours worked which are an extension of his normal shift, provided he works his normal shift.

(E) If the majority of hours worked by a second or third shift Employee are worked on the day shift (7:00 am to 3:30 pm), he will be paid according to paragraphs (A) and (B) of this Section.

(F) Night shift Employees may be temporarily assigned by the EMPLOYER to work the day shift. When these Employees are reassigned to days, they will continue to receive their night shift differential for a

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period not to exceed two (2) regular work weeks unless an extension of time is deemed necessary by both parties.

This policy will not apply when:

(i) The request to work the day shift is originated by the Employee.

(ii) Supervision determines a need for retraining due to a lack of performance on the part of the Employee.

(iii) An Employee who is a successful bidder to a night shift job which requires training on the day shift and is accordingly assigned to days for initial training.

(iv) An employee is moved pursuant to a medical restriction.

Article IV – Holidays

Section (a) Holidays Observed

(1) In each year of this Agreement there shall be eleven paid Holidays:

New Year’s Day

Good Friday

Memorial Day

July 4^th

Labor Day

Thanksgiving Day

Day after Thanksgiving

December 24 – day before Christmas

Christmas Day

Employee’s Birthday

Plant Floater

(2)        With the exception of the Employee’s Birthday and the Plant Floater, foregoing Holidays shall be celebrated on the legally designated days.

Section (b) Saturday and Sunday Holidays

(1)        When any of the foregoing Holidays falls on Saturday, the preceding Friday will be observed as the Holiday.

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(2)        When any of the foregoing Holidays, except December 24, falls on Sunday, the following Monday will be observed as the Holiday.

Section (c) Plant Floater and December 24

(1)       The date of celebration of the Plant Floater Holiday will be selected by each individual Employee to be scheduled in accordance with the provisions for scheduling vacations as set forth in Article V.

(2)       When December 24 falls on Friday, the preceding Thursday will be observed as the Holiday. When December 24 falls on Sunday, the following Tuesday will be observed as the Holiday.

Section (d) Pay for Holidays Worked

Employees who work on the foregoing Holidays, including designated birthday Holidays, shall be paid at one and one-half (1 ½) times the Employee’s regular rate for all such hours worked, and in addition, will be paid a Holiday allowance calculated at the Employee’s regular rate for the hours normally scheduled on the day of the workweek, or the Employee shall be paid overtime pay at two and one-half (2 ½) times the Employee’s regular rate for such Holiday hours worked, whichever yields the greater pay.

Section (e) Pay for Holidays Not Worked

Employees who do not work on the foregoing Holidays will be paid their regular earnings for such day, including regularly scheduled overtime rates. In order to qualify for Holiday pay for Holidays not worked, the Employee must work both on the Employee’s last scheduled day prior to the Holiday and on the Employee’s next scheduled day following the Holiday, unless excused from work on such days by PLANT management.

Section (f) Birthday Holidays

With supervisory approval, an Employee may elect to float his/her birthday to any regularly scheduled workday within the calendar year in which the birthday falls except for Sunday, a day of vacation or a recognized PLANT wide holiday.

(1)       Employees will be asked in order of seniority to schedule their birthday Holiday prior to any vacation scheduling each year.

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(2)       Employees who choose not to float their birthday Holiday and elect to take the day of their birthday off, will have preference over any employee floating the Holiday or scheduling a split day of vacation.

(3)       If an Employee elects not to schedule the birthday Holiday floater prior to vacation scheduling, the birthday Holiday will not take preference over vacation days but will be granted on a first-come first-served basis. The birthday Holiday will be given consideration along with any late vacation requests.

(4)       If the Employee’s birthday falls during a scheduled week of vacation, the Employee may reschedule the extra vacation day at some other time during the calendar year following established split vacation guidelines.

(5)        Employees will observe their birthday Holiday on the day selected. In emergency situations, however, an Employee’s birthday Holiday may be granted or changed with approval of Area Supervision prior to the start of the shift during which the Holiday was to be celebrated.

Section (g) Time of Payment

Payment for Holidays not worked shall be included with pay for the pay period in which the Holiday occurs.

Article V – Vacation

Section (a) Regular Vacation

Employees will qualify for up to five (5) weeks of regular vacation under the following formula:

Two weeks after one (1) year of service

Three weeks after five (5) years of service

Four weeks after ten (10) years of service

Five weeks after twenty (20) years of service

Section (b) PLANT Shutdown

The EMPLOYER shall have the option of declaring a vacation shutdown for up to 10 working days during any calendar year of this Agreement. If the EMPLOYER elects this option it will notify the Local Union President by January 15^th of the year so elected. One of the two weeks elected for shutdown shall occur during the time period of June 1 - August 31. If the EMPLOYER elects to exercise the right to shut down the PLANT, up to

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10 working days of an Employee’s regular vacation may be assigned to these shutdown periods. Vacation shutdown weeks may include observed Holidays covered by this Agreement. In such cases the EMPLOYER may assign vacation only to those days not covered by Holidays for a combined total of five (5) days during the shutdown week.

Section (c) Staggered Vacation

Any vacation other than vacation described in Section (b) above, shall be scheduled by the EMPLOYER at times desired by the individual Employees provided the Employee requests the vacation two (2) working days prior to the actual vacation. Notwithstanding the foregoing, an Employee may request to use no more than three (3) vacation days per calendar year with less than two (2) working days notice prior to the actual vacation. The EMPLOYER may excuse the two (2) working day prior request requirement in the event of a verifiable severe weather condition. Vacations shall be scheduled by Employees in accordance with the past practice of vacation scheduling, recognizing production needs and the Employee’s right to schedule vacation in weekly segments or split action of single day or ½ day segments.

Section (d) Work During Shutdown

In the event the EMPLOYER declares a vacation shutdown between the months of June 1 – August 31, Employees who are required to work during the shutdown shall be assured of scheduling equal days off during the months of June, July, or August, if they so desire.

Section (e) Time of Payment

(1)       Vacation payment for three (3) or more consecutive days vacation shall be made by separate check no later than the last pay day immediately preceding the beginning of the respective vacation periods, providing advanced vacation forms are turned into the Payroll Department in a timely fashion. Any vacation of less than three (3) consecutive days will be paid in the same pay period in which the regular work for that week will be paid.

(2)

(A) Employees who leave their employment (for reasons other than discharge for just cause) prior to receiving vacation pay shall receive their pro rata share of vacation payment earned for each of the qualifying years (i.e., first, fifth, tenth, and twentieth) by their second regular pay period from the time their employment is severed according to the following guidelines:

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- If the Employee leaves employment during or after their anniversary month, they will receive full pay for the additional week of vacation earned.

- Should the Employee leave employment before their anniversary month, their additional week of vacation pay will be reduced by 1/12 of a week for each month the Employee leaves prior to the anniversary month. For example, an Employee with an anniversary month of July who wants to leave in February of a qualifying year will be leaving five (5) months prior to his anniversary month and will therefore have the additional week’s vacation pay reduced by 5/12’s of a week.

(B) Employees who leave their employment (for reasons other than discharge for just cause) prior to receiving vacation pay in the years between qualifying years, shall receive full vacation pay based on their years of service outlined in Section (a) of this Article.

(C) Any vacation previously paid during the calendar year will be considered part of total allotment.

Section (f) Obligation for Payment

Failure of the EMPLOYER to make full and prompt payment of the amounts required hereby, in the manner and on the dates herein provided, shall at the option of the UNION, be deemed a violation of this Agreement. This obligation shall be a direct and continuing obligation of the EMPLOYER during the life of this Agreement; and it shall be deemed a violation of this Agreement if the PLANT, to which this Agreement is applicable, shall be sold, leased, subleased, assigned or otherwise disposed of for the purpose of avoiding the obligation hereunder.

Article VI – Allowance

Section (a) Bereavement Pay

(1)        An Employee who is excused from work because of death in the Employee’s immediate family, shall be paid the Employee’s regular rate of pay for the Employee’s scheduled working hours excused for a maximum of three (3) scheduled working days, starting on the day of death or on the day following death to and including the day after the funeral, but in no event extending beyond the day after the funeral. A member of the Employee’s immediate family shall be limited for the purpose of this Section to Mother, Father, Step-Parent, Mother-in-law, Father-in-law, Sister, Brother, Husband, Wife, Son, Daughter, Step-child, Grandparent and Grandchild of the employee. No pay allowance shall be granted in the case where, because of distance or other cause,

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the Employee does not attend the funeral of the deceased. In instances of distant death, where a local memorial service is held, Employees will be excused with pay, for up to eight hours, on the day of the service.

(2)       Spring interment or split time off (funeral and interment at a later date) may be granted as long as it does not exceed three (3) working days in total time off. If an Employee is on vacation and a death occurs in the family, days used under the above provisions may be rescheduled at a later date.

(3)       In case of death of a Brother-in-law*, Sister-in-law*, Son-in-law, Daughter-in-law, an Employee may be excused from work up to eight (8) hours on the day of the funeral and shall be paid the Employee’s regular rate of pay for the working hours excused. No pay allowance shall be granted in the case where, because of distance or other cause, the Employee does not attend the funeral of the deceased. Notice of such deaths must be given to the Employee’s supervision as soon as it is reasonably possible. In instances of distant death, where a local memorial service is held, Employees will be excused with pay, for up to eight hours, on the day of the service.

(4)        The hours thus paid for but not worked shall not be used in computing overtime pay for hours worked in excess of forty (40) in the workweek, nor shall Such days be counted as days worked in determining whether the Employee has worked a sixth (6th) or seventh (7^th) day in the regularly scheduled workweek.

(5)       The EMPLOYER may require verification of death and relation to the Employee.

*Brother-in-law and Sister-in-law are defined as the spouse of the Employee’s Brother or Sister and the Brother or Sister of the Employee’s spouse.

Section (b) Jury Duty

When an Employee is called for jury duty service, he shall be excused from work for the hours he is required to appear in court and for time granted by supervision for the Employee to prepare for jury duty (travel time, clothes change, etc.). The amount of this time will be determined at the discretion of the EMPLOYER’s supervisor. Employees attending jury duty will be paid their regular rate for the excused hours they would have been scheduled to work, not to exceed eight (8) hours for any one day and shall be allowed to retain jury fees received for jury duty service. Time absent for jury duty will be paid as excused jury duty. An Employee called to jury duty while on vacation (other than previously scheduled vacation shutdown) will be permitted to reschedule vacation beginning with the first day of jury duty. Employees who have been selected to jury duty must complete proper PLANT forms and return them to their supervision each week of jury duty service.

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Section (c) Reporting Pay and Call - In Pay

(1)       An Employee who reports for scheduled work, without prior notification not to report, shall be retained for the half-day period and given such useful work as may be at hand at the Employee’s regular rate. If the Employee is offered and does not accept substitute work, the Employee will be paid only for the time spent at the PLANT until such work is offered. This provision does not apply to cases where work is not available for reasons beyond the EMPLOYER’s control, such as power failure, fire, or serious mechanical difficulties affecting an entire area, or in cases where Employees return to work following unexcused absences without notifying their supervision. Disability pay shall not be paid during periods of PLANT shutdown beyond the EMPLOYER’s control.

(2)       An Employee who is called in and reports for work between regular shifts with less than eight (8) hours notice shall receive a call-in allowance of two (2) hours pay at the Employee’s regular rate, in addition to any other pay to which may be entitled.

Section (d) Military Duty

Employees required to perform military service will receive compensation, rights and benefits per the Remington Military Leave Policy, as amended from time to time by the EMPLOYER.

Article VII – Joint Labor – Management Communication Committee

The parties recognize that the prosperity and efficiency of the PLANT are dependent upon their ability to work cooperatively. In order to further implement this expression of purpose, Joint Labor-Management Communication Committee shall be established at the PLANT. The UNION representation on this committee shall be the Local Union Executive Board. The EMPLOYER shall designate its representatives to the Committee. Neither party shall have more than six (6) representatives on the Committee. The Committee shall meet at mutually agreeable times, but no less than once a month. The function of the Committee shall be to identify problem areas, exchange information and to seek to develop a good working relationship within the PLANT. Representatives from the UNION or the EMPLOYER may suggest areas of special concern or interest as topics of discussion during these Committee meetings, as long as they are consistent with the purpose of this Committee and the provisions of this Agreement.

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Article VIII – Health and Safety

Section (a) Right to a Safe Working place

Every Employee covered by this Agreement is entitled to a safe and healthful place to work, and the parties jointly pledge their individual and joint efforts to attain and maintain this objective. Recognizing that the health and safety of the Employees covered by this Agreement are one of the highest priorities of the parties, the EMPLOYER and UNION will continue to cooperate to reach the objective of eliminating accidents and health hazards, and will encourage Employees to use the procedures stated herein to reach that objective.

Section (b) Health and Safety Committee

(1)        At the PLANT there shall be a Health and Safety Committee made up of nine (9) UNION members employed at the PLANT who are qualified by experience or training and selected by the Local Union. The Local Union shall inform the EMPLOYER of the names of the Committee members. Committee members shall be deemed to be acting within the scope of their employment at the PLANT within the meaning of the applicable workers’ compensation law, while in the performance of their duties as outlined within this Agreement. The Health and Safety Committee shall select, from among its members, a Chairman who shall coordinate the activities and functions of the Committee and who will serve as their representative on the Central Safety Committee and the joint Labor-Management Communications Committee.

(2)       A member of the Health and Safety Committee, assigned by the Committee Chairman, may participate with Management in the existing inspection program and scheduled Serious Potential Incident meetings.

(3)      Employees should first report health and safety complaints or conditions to their immediate supervision. Members of the Health and Safety Committee will make every effort to ensure that the Employee has first brought the complaint to the attention of their immediate supervision before presentation to the Plant Safety Supervisor. Upon presentation of alleged health and safety complaints or conditions by the Chairman of the Health and Safety Committee or his designee to the Safety Supervisor, the UNION and the Safety Supervisor will schedule a joint investigation of the complaint or condition.

Management will notify the Chairman of the Health and Safety Committee or his designee of a complaint or accident as soon as practicable, using its best efforts to do so. The Chairman of the Health and Safety Committee or his designee shall be given a copy of any incident report generated as a result of an injury to an Employee. A member of the Health and Safety Committee shall participate with the Safety Supervisor in the initial

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formal safety investigation if the Safety Supervisor determines that an investigation is necessary.

(4)       PLANT Management and up to three (3) members of the Health and Safety Committee shall meet regularly at times arranged by the parties for the purpose of discussing health and safety matters. Meetings shall be held on a monthly basis or more frequently if needed. No more than three (3) members of the Health and Safety Committee shall be compensated, at their regular rate of pay, by the EMPLOYER for any lost time spent in these meetings.

(5)       A member of the Health and Safety Committee, and an authorized representative of the International Union, shall be allowed to accompany a representative of any State or Federal agency regarding health and safety on an inspection of the PLANT.

(6)       A member of the Health and Safety Committee, assigned by the Health and Safety Committee Chairman, shall be invited to attend Serious Potential Incident meetings, Joint Complaint Investigations and other scheduled safety sub-committee meetings. Time spent performing the above recognized Committee activities will be compensated at his regular rate of pay, by the EMPLOYER, if performed during the member’s regularly scheduled work hours. Off shift employees will be scheduled to attend safety meetings as part of their regularly scheduled work hours.

(7)       The UNION and the EMPLOYER agree that, prior to requesting intervention from a federal or state agency on any matter relating to employee health and safety, the UNION will present the issue to the EMPLOYER, which will then be given a reasonable period of time within which to respond. Only after receipt of the EMPLOYER’s response, or the EMPLOYER’s failure to respond, will the UNION seek such outside intervention.

(8)       The Safety Supervisor shall each month provide the Health and Safety Committee with two copies of a list of all (i) first aid treatment cases and (ii) accidents reported to OSHA, which shall include, but not limited to the OSHA 200 log. Such report will reflect the nature of the injury and the location of the accident.

(9)      The Health and Safety Committee shall attend annual Health and Safety Training of up to five (5) working days as agreed to by the UMWA International Union and the EMPLOYER. The training will be designed to improve Health and Safety knowledge skills. Committee members attending and participating in such training shall be paid at their regular rate of pay for lost working time by the EMPLOYER for attendance at the training.

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Section (c) Settlement of Health or Safety Disputes

When a dispute arises at the PLANT involving Health and Safety, an immediate, earnest and sincere effort shall be made to resolve the matter. If the dispute is not resolved by the Employee and his immediate supervisor, nor with the assistance of the Health and Safety Committee, the dispute will be adjudicated through the grievance procedure.

Section (d) Drug and Alcohol Testing

(1)        During the Probationary Period, Employees shall be subject to the Remington Drug Free Workplace Policy, as amended from time to time by the EMPLOYER.

(2)        Employees shall be subject to the drug and alcohol testing policy set forth in Appendix C.

Article IX – Seniority

Section (a) Definition of Seniority

Seniority of Employees employed in the bargaining unit shall be the Employee's most recent date of hire at the PLANT adjusted for any previous period of unbroken seniority provided such seniority was not terminated in accordance with section (b) below.

Section (b) Termination of Seniority

Seniority shall be terminated upon the Employee's termination for just cause; voluntary resignation; transfer to a job outside the bargaining unit, expiration of recall rights after termination for lack of work; or failure to return to work as scheduled after completion of a leave of absence agreed to by the PLANT or the failure to return to work as return to work as scheduled. Employees who transfer to a job outside of the bargaining unit will lose their seniority and in the event the employee returns to the bargaining unit will be treated as a new employee.

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Section (c) Probationary Period

During the first one hundred twenty (120) calendar days of employment, a new Employee will be subject to demotion, transfer, or termination by the PLANT and such action shall not be subject to Articles X and XI of this Agreement. After one hundred twenty (120) days probationary period, the Employee's seniority will be established in accordance with the provisions of Section (a) of this Article. Any discipline in the first 120 days will carry into the next sixty (60) days.

Section (d) Filling Vacancies

When vacancies occur, they will be filled in the following order:

(1)        To Employees qualified for the job, per provisions of the Job Bidding and Posting Procedure.

(2)       To reasonably available former bargaining unit Employees laid off due to reduction of force and on a panel and possessing the necessary qualifications to step in and perform the work of the job at the time the job is awarded.

(3)       To new applicants qualified to step in and perform the work of the job.

If opportunities arise to bring products of any type currently manufactured elsewhere to the Ilion facility, Management reserves the right to permanently fill jobs associated with those products without regard to the provisions of Article IX section (d), Filling Vacancies, and such placements will not be subject to the Grievance Procedure under Article X section (b). Any openings that occur after the first year of production will be filled in accordance with the provisions of Article IX, section (d). During the first year of production, employees placed under this provision will not be subject to displacement under Article IX, section (e), Reduction Realignment Procedure, unless a PLANT-wide excess creates a reduction in force. This section does not apply to product designed and developed to be produced at Ilion.

Section (e) Reduction Realignment Procedure

In the event the EMPLOYER determines that there is an "excess" of jobs within a job code in the bargaining unit, representatives of the EMPLOYER shall notify the Local Union and the parties will follow the process covered within this section. In all cases where the work force is to be reduced, Employees with the greatest seniority at the PLANT shall be retained provided that they have the required qualifications (as would normally be posted) and the ability to perform the available work. If at any time there is an excess within a training progression, those Employees in level 03 of the training progression will be added to the excess list and Employees on temporary assignments

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will be returned to their primary assignments for purposes of regression. When an excess occurs in normal progression positions, the least senior person in the progression will be excessed. Prior to any excess process, all open jobs will be posted one cycle. Employees considered excess will be given twenty four (24) hour written notice prior to posting, if the business conditions indicate that the excess condition could reverse within the next six (6) months, which may allow some or all of the operators to return to their primary assignment, management may place the group of employees on Temporary Assignments during that period. Realignments or reductions of the work force shall be in accordance with the following guidelines:

(1)        Once excess assignments are determined, if the Employees in those assignments are not the lowest senior Employees, they will have the option to replace the lowest senior Employees within the Department, level, job code and shift.

(2)        Excessed employees will be given options, by seniority, providing their choice does not result in a higher pay level:

(A) Accept any open position and receive immediate bid rights and retain preferential treatment or:

(B) Bump the lowest seniority person in the PLANT in the same pay level and shift. If Employee(s) cannot preserve pay level and shift, or:

(C) Bump the lowest seniority person in the PLANT in same pay level or same shift. When neither (A) nor (B) is satisfied, Employee(s) will be advised of their options to preserve (C), prior to choosing shift or level.

(3)        When Employee(s) have no options in their pay level, they will drop one (1) pay level at a time until their need is satisfied maintaining their shift.

(4)        When an excess is declared, all open jobs will be posted one cycle.

(5)        Bidding restrictions will be removed for excessed Employees only. If an excessed employee is successful in bidding they will receive immediate bid rights and retain preferential treatment.

(6)        In a bumping situation if shift and level are preserved, the Employee will not have bid rights restored for six (6) months following the date an excess offering was awarded.

(7)        For purposes of regression, all Employees within code 742 (Department Specialist) will return to code 741 (Machine Line Operator).

(8)        Employees transferring for any reason between production and support departments will receive the second step of the pay level and will progress depending on performance. If the Employee left the support department within twenty-four (24)

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months and at the top of the rate of pay, the Employee will return to the support department at the top rate of the job.

(9)        During any excess resulting in a layoff, the Volunteer Leave of Absence (VOLA) procedure will be followed as per current practice.

Section (f) Panel

Employees with seniority who are laid off because of a reduction in the work force shall be placed on a panel from which they shall be returned to employment on the basis of seniority as outlined in Section (d)(2) of this Article.

Section (g) Panel Custodians

A designated representative of the EMPLOYER and the Recording Secretary of the Local Union shall retain panel records. It shall be the obligation of laid off Employees, with seniority, to keep the custodians of the panel informed of any change of address and/or phone number where they may be regularly reached. Notice to the last known address of the laid-off Employee by certified mail shall be sufficient notice of recall. The Employee so notified may either accept or reject the job which is available; but if the Employee rejects a job which he has the ability to perform, or fails to respond within five (5) working days after receipt of such notice, or accepts but fails to report for work in a reasonable amount of time, his name shall be removed from the panel and he shall sacrifice his seniority rights at the PLANT.

Section (h) Panel Members Accrue Seniority

Employees who are placed on the panel shall retain the seniority earned prior to their layoff, and, in order to protect their relative seniority standing, will continue to accrue seniority while on the panel.

Section (i) Right to be Recalled

(1)        Employees, with seniority, laid off for lack of work shall retain their seniority for five (5) years. Employees laid-off for lack of work may exercise their seniority in accordance with the provisions of this Article.

(2)        Any person on the panel list who secures other employment during the period when no work is available for him at the PLANT shall in no way jeopardize his seniority rights while engaged in such other employment. However, any person on the panel list who secures other employment and does not return to work when there is

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available employment at the PLANT, shall sacrifice his seniority rights at the PLANT and shall have his name removed from the panel list.

Section (j) Recall of Persons on Layoff Status

When a job at the PLANT exists that is not filled by Employees within the active working force, the panel custodians will review the list and the EMPLOYER shall recall the appropriate person from the panel list to the job to be filled.

Section (k) Job Bidding and Posting Procedure

(1)        Eligibility: Employees with one year or more of service will be eligible to bid open jobs unless the employee is not available to return to work within 30 work days from time of bid. All open jobs will be posted at the appropriate pay level for the job title as listed in Appendix B. The senior Employee, among those eligible bidders, with the required posted qualifications and ability to perform the job will be awarded the job. If an excess situation exists, and an excess Employee has less than one year of service, the excessed Employee will be allowed to bid. If an employee has been shift realigned, they will be able to bid for shift.

(2)        Job Progressions: All open jobs will be posted at the level of the opening. If there is no successful bidder who meets requirements stipulated, a training bid (when appropriate) will then be offered at the training bid level (the training bid level is one step below the normal entry level for the position). In the event of a training bid, some minimal established requirements will be necessary to fill the opening. The successful bidder of a training bid will then take the responsibility to get education, etc. and demonstrate improvement in order to progress.

(3)        Posting Procedure: Open jobs will be posted PLANT wide for three (3) working days. Open jobs within a progression will be filled by qualified people in the progression prior to posting. Each posting will include:

• job title

• rate level

• shift

• department

• brief description of the job

• qualifications and experience needed.

(4) Bidding Procedure:

(A) Open jobs, not filled by normal progressions, will be posted PLANT wide. Any Employee interested in the position must bid during

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the posting period. Skilled jobs will be awarded by seniority following successful interviews and demonstrations of skills and abilities. With the exception of skilled jobs, no job will be reposted waiving restrictions. Skilled jobs may be reposted to provide for training bids when appropriate. Training bids will be awarded by seniority upon successful demonstrations of abilities and interviews. Any Employee restricted from bidding otherwise shall be allowed to bid on training bid positions. Once the posting has been removed from the boards the job posted cannot be withdrawn without agreement between the UNION and the EMPLOYER.

(B) If the Employee is the senior qualified bidder, meets qualification and medical requirements to more than one job at a given time, the Employee will be given 24 hours from the time notified to select which bid to accept. The Employee will also have the option of rejecting any or all successful bids during that 24 hour period.

(C) Successful bidders will be moved to the new assignment within 20 production days following the award of the bid, unless an extension of time is agreed upon by both parties. If the new job involves transferring to a higher level of pay, and an extension beyond 20 production days is required, the Employee will receive the higher level of pay, at one step above crossover, beginning on the twenty-first day. Employees transferring, for any reason, between Production and Support Departments will receive the second step of the pay level and will progress depending on performance.

(D) Preferential treatment shall be awarded to Employees who were "excessed" from a job back to the same primary assignment he/she was "excessed" or "bumped" from, for a period of 24 months from the date of the "excess", provided the Employee has not successfully bid to another job opening in this 24 month period.

(E) If there are no qualified bidders (including Employees entitled to preferential treatment) or other bargaining unit personnel in need of a permanent assignment, the job may be filled by posting a training bid (if applicable) or by a qualified person from the layoff panel. If there are no qualified persons on the panel list, the job may be filled by hiring a new Employee.

(F) Employees will be restricted to one (1) bid per 24 month period throughout the term of this Agreement.

(G) Training of Employees shall take place on their normal shift, unless such training is not reasonably available on that shift.

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(5) Training: Appropriate training periods for successful bidders, excessed placements, new hires, and all other transfers should not exceed the following:

• Three (3) weeks for level three (3) jobs.

• Level four (4), level five (5) and level six (6) jobs will allow for reasonable amounts of training appropriate for the specific assignment.

• Training time for job moves will be determined by management based on the complexity of the assignment and the training required to operate the job safely.

Employees who are unable to satisfactorily perform jobs after the appropriate amount of training will, at the discretion of management, be declared non-performers and will be placed according to the Non-Performance section of this Agreement.

(6) Non-Performance: An Employee, not capable of performing all the requirements and duties of a job, will be placed by the Employment Office to an open job. This procedure will be available two (2) times per affected Employee during the duration of this Agreement upon the third time the employee is not capable of performing all the requirements and duties of a job, the employee will be discharged.

(7) Medical Placement Procedure: Employees with permanent medical impairments will be placed on jobs best suited for their permanent work restrictions and which are equal to or less than their existing rate of pay in accordance with the following procedure:

(A) Permanent medical impairment and work restrictions will be determined after consultation with the Medical Department.

(B) Employees with a permanent medical impairment will be placed in the first job for which they have the required skill and which meets their work restriction following the sequence outlined in Article IX, Section (e)(2).

Employees displaced by this process will also be handled in accordance with the same provisions as outlined in Article IX, Section (e)(2).

(C) This procedure does not apply to Employees who are temporarily impaired.

(D) Once employed, an Employee cannot be terminated or refused recall from the panel for medical reasons over his objection without the concurrence of a majority of a group composed of an EMPLOYER approved physician, an Employee-approved physician, and a neutral qualified third party (if necessary), that there is a permanent medical condition or physical restriction which prevents the Employee from performing an established job, within the bargaining unit, which their

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seniority would entitle them to hold. Each party shall bear the cost of examination by the physician it designates and shall share equally the cost of examination by the qualified third party. Where the EMPLOYER challenges the physical ability of an Employee or panel member to perform his regular work and is subsequently proven wrong, the Employee shall be compensated for time lost due to the EMPLOYER's challenge.

Section (l) Temporary Assignments

It is understood that to meet production needs operators may be moved to other assignments within their Area Manager’s area.

All primary assignments in an area may not have full time operators assigned. Assignments requiring less than a full time person every day or is not operated on a full time basis will be covered by the flexibility of the operators in the area.

Additionally flexibility in the area will be used to cover for absences, short term bottlenecks, short term fluctuations in the schedule and back filling for cross training. The parties recognize that there are instances where such assignments are necessary, and agree that temporary assignments may be made under the following guidelines:

Only if the reassignment is outside the Area Manager’s area will it be considered a temporary assignment.

(1)        The temporary assigning of an individual Employee shall not exceed one hundred eighty 180 working days in a rolling 12 month period.

(2)        Employees filling temporary assignments shall be compensated at the higher of the two rates involved (the regular rate of his normal job or the regular rate of his temporary assignment).

(3)        Notification of temporary assignments of more than 10 consecutive work days duration will be made to the Chairman of the Grievance Committee.

(4)        All regular full time job openings that are determined to be greater than six (6) months in duration will be posted according to the provisions of the Job Bidding and Posting Procedure unless mutually agreed to by the EMPLOYER and the UNION.

(5)        DCSI or its replacement will be the official record keeping system for tracking of temporary moves. The Grievance Committee Chairman will have access to this information when requested.

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Section (m) Separation Pay

(1)      The receipt of separation of pay provided under this Article is conditioned upon the separation of an Employee from the active workforce employment rolls as laid-off due to lack of work during the term of this Agreement.

(2)       An Employee who has one (1) year or more of service shall be paid separation pay each time he is terminated because of lack of work, except that such pay will not be paid when:

(A) He accepts, before his separation becomes effective, a job at any REMINGTON ARMS COMPANY, INC’s location;

(B) He is pensioned;

(C) He resigns his employment;

(D) He is scheduled off from work temporarily due to curtailment or cessation of operation caused by;

i. Fire, flood, power failure, transportation difficulties, material shortages, and the like; or

ii. Any emergency condition beyond the direct control of the EMPLOYER. When an Employee is “scheduled off” for such reason for a definite or indefinite temporary period, he shall not be considered as terminated for the purpose of this Article; or

(E) A buyer or recipient of Remington assets offers an Employee continued employment.

(3)       The PLANT may elect to pay separation pay in a lump sum or weekly installments.

(4)       Separation pay, if being paid in weekly installments, shall be discontinued when a former Employee is re-employed at any REMINGTON ARMS COMPANY, INC.’s plant, or is offered and refuses re-employment at the Ilion Plant.

(5)       The amount of an Employee’s separation pay, subject to the foregoing provisions in this Article, shall be:

(A) One (1) week’s pay for each of the first four (4) years of service, plus,

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(B) One (1) week’s pay for each year of service over four (4) reduced by the amount of any separation pay previously paid at any REMINGTON ARMS COMPANY, INC’s location for service after December 1, 1993 over four (4) years. However, this reduction shall be reduced in monthly increments to zero over a forty-eight (48) month period of re-employment from last termination for lack of work.

A fractional part of a year, after his first year of service, shall be computed at the rate of one-twelfth (1/12) of one (1) week’s pay for each month of service. In such computation, if, in addition to full months of service an Employee has accrued fifteen (15) or more days on the date he is terminated, he shall be credited with a full month.

For separation pay purposes, a week’s pay shall be the Employee’s current “straight-time” rate per hour multiplied by the number of hours, not to exceed forty (40) hours, constituting his normal weekly hours of work at the time of his termination.

(C) Any other provisions of the Article to the contrary notwithstanding, separation pay shall never exceed twenty (20) weeks.

(6)        An employee who has received separation pay shall not be required to return any portion of such pay to the PLANT in the event he is reemployed.

(7)        Separation pay shall be in addition to any vacation allowance and any employment compensation benefits to which the Employee may be entitled.

(8)        Nothing contained in the Article shall be deemed to qualify, limit or alter in any way the PLANT’s rights to reduce hours of work to avoid terminations because of lack of work.

(9)        Wherever the term “service” is used in this Article, it shall mean the total length of time an Employee has been actively employed by the PLANT.

Article X – Settlement of Disputes

Section (a) Grievance Committee

(1)      A Grievance Committee consisting of fifteen (15) members shall be elected by the members of the UNION employed at the PLANT. Each member of the Committee shall be an Employee at the PLANT and shall be eligible to serve as a Committee member only so long as he continues to be an Employee of the PLANT who is not on layoff. The duties of the Grievance Committee shall be confined to the adjustment of disputes arising out of this Agreement that the PLANT and the Employee

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or Employees, with the assistance of the Grievance Committee, fail to adjust. The Grievance Committee shall have the authority on behalf of the grievants to settle or withdraw any grievance at step 2 or proceed to step 3 of the grievance procedure.

(2)       The Grievance Committee shall have no other authority or exercise any other control, except as outlined in this Agreement, nor shall the Committee in any way interfere with the operation of the PLANT.

A Grievance Committee member who violates this provision shall not be suspended or discharged for official actions as a Committee member, but may be removed from the Committee by the PLANT. If the PLANT seeks to remove a Committee member for violation of this section, it shall so notify the affected Committee member and the other members of the Committee. If the Committee objects to such removal, the matter shall be submitted directly to arbitration. If the other members of the Committee so determine, the affected member shall remain on the Committee until the case is settled or decided by an arbitrator.

(3)       The Grievance Committee shall select a Chairman from among its members to coordinate its activities and to sit as their representative on the joint Labor-Management Communication Committee.

Section (b) Grievance Procedure

Should differences arise between the UNION and the PLANT as to the meaning and application of the provisions of this Agreement, an earnest effort shall be made to settle such differences at the earliest practicable time. If differences arise about matters not specifically mentioned in this Agreement, those matters are to be referred to the Joint Labor-Management Communication Committee set forth in Article VII and are not subject to grievance/arbitration provisions found in Article X of this Agreement. At all steps of the complaint and grievance procedure, the grievant and the UNION representatives shall disclose to the PLANT representatives a full statement of the facts and provisions of the Agreement relied upon by them. In the same manner, the PLANT representatives shall disclose all the facts relied upon by it. The grievant shall have the right to be present at each step of the grievance procedure until such time as all evidence is taken. Disputes that remain unresolved despite such effort shall be resolved as follows:

(1)       Step 1 – The Employee will make his complaint to his immediate Supervisor who shall have the authority to settle the dispute. The Employee shall make the complaint within ten (10) working days of when he first knew or should have known of the complaint. Where an Employee makes a complaint during work time, the Supervisor shall, if possible without interrupting production, discuss the matter briefly on the spot. The Employee shall be entitled, at his request, to have a member of the Grievance Committee present to assist him at any discussion with his supervisor. If the PLANT so chooses, the supervisor shall be entitled to have another representative of the PLANT in attendance. The Employee’s immediate supervisor will notify the Employee

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of his decision by the end of the Employee’s second regular scheduled shift following the complaint. Settlements or withdrawals at this step shall not constitute a precedent in the handling of other grievances.

(2)       Step 2 – If no agreement is reached between the Employee and his supervisor, the complaint will be reduced to writing and shall be submitted on the Standard Grievance form and shall be taken up within five (5) working days of the supervisor’s decision by no more than two (2) members of the Grievance Committee and the President of the Local Union and the PLANT’s Step 2 representative(s). At the step 2 meeting the Grievance Committee and the PLANT representative(s) will complete the standard grievance form and, if the complaint is not settled, the grievance shall be referred to a representative of the UMWA District and the PLANT’s representative(s) for step 3.

(3)        Step 3 – Within seven working days of the time the grievance is referred to them, the District representative and the representative(s) of the PLANT, who shall be different from the PLANT’s step 2 representative(s) shall meet and review the facts and pertinent contract provisions in an effort to resolve the grievance. No more than three (3) members of the Grievance Committee and the President of the Local Union and the PLANT’s step 2 representative(s) shall have the right to be present. No verbatim transcript of the testimony shall be taken nor shall either party be represented by an attorney licensed to practice law in any jurisdiction in steps 1 through 3 of the grievance procedure except by mutual agreement applicable to a particular case.

(4)       Step 4 – In cases where the District representative and the representative(s) of the PLANT fail to resolve the grievance at step 3, the matter shall, within 10 working days after referral to them, be referred to the appropriate arbitrator who shall decide the case without delay. Cases shall be assigned to arbitrators in the following manner:

(A) The District representative and the Company representative shall attempt to select an arbitrator. In the event the parties do not agree on the selection of an arbitrator, the District representative shall request from the Federal Mediation and Conciliation Service (FMCS) three panels of seven (7) arbitrators (including biographical sketches) by fax or mail with a copy of the request provided to the Plant Human Resources Manager.

(B) Within ten (10) working days after receipt of the three panels of arbitrators from FMCS, the parties shall alternately strike names of the seven arbitrators on each panel so as to end up with a single name from each panel. The parties shall alternate the right of first strike.

(C) The parties shall then jointly contact each of the three (3) arbitrators so selected to determine who among these three who has the earliest available date to hear the case within two weeks to sixty days, and the case then shall be scheduled by FMCS

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with the arbitrator who has the earliest available date.

(D) Both the PLANT and the UNION shall have the right to cross-examine all witnesses.

(E) The arbitrator shall render his decision as expeditiously as possible. Failure to do so within sixty (60) days after the record is closed shall be reported to the FMCS.

(F) The arbitrator shall have no authority to change, add to or subtract from, or to modify any provisions of this Agreement. The arbitrator shall make his decision based on the provisions of the contract and the evidence before him.

(G) The decision and or award of the arbitrator shall be final and binding on both parties and enforceable in a court of law.

(H) Compensation and expenses of the arbitrator and general expenses of the arbitration shall be shared equally by the parties, except that each party shall bear the expenses of its representatives and witnesses.

(I) Hearings shall take place at a location mutually agreed upon by the parties.

(J) In cases in which the parties have agreed that there is no question of fact involved in the grievance, the arbitrator may decide the case upon the basis of a joint statement of the parties and such exhibits as they shall submit.

(K) The hearing shall be recorded by the arbitrator and shall be closed upon the completion of testimony, except for the purpose of filing post-hearing briefs (copies of which will be provided to all parties). The arbitrator shall render his decision as soon after the close of the hearing as may be feasible. If the arbitrator is unable to make his decision within 60 days of the close of the hearing, he shall promptly advise the parties of the reasons for the delay and the date when his decision will be submitted. Either party may make an official transcript of the hearing. A copy of such transcript shall be provided to the other party at no charge.

(L) In cases involving compensation, in no event may the arbitrator award compensation for more than ten (10) working days prior to the date the grievant(s) knew or should have known of the complaint.

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Section (c) Finality of Decision or Settlement

Settlements reached at any step of the grievance procedure shall be final and binding on both parties and shall not be subject to further proceedings under this Article except by mutual agreement. Settlements reached at steps 2 and 3 shall be in writing and signed by appropriate representatives of the UNION and the PLANT.

Section (d) Waiver of Time Limits

By agreement the parties may waive the time limits set forth in each step of the grievance procedure. Absent a mutual agreement, if the PLANT’s answer is not appealed (i) within fifteen (15) calendar days of the EMPLOYER’s response in Step 2, or (ii) within twenty (20) calendar days of the EMPLOYER’s response in Step 3, then the answer made by the PLANT at that step shall be final.

Article XI – Discipline and Discharge

Section (a) Just Cause Required

No Employee covered by this Agreement may be disciplined or discharged except for just cause. The burden shall be on the EMPLOYER to establish grounds for discipline or discharge in all proceedings under this Article. In no event, will the EMPLOYER initiate any form of discipline, beyond ten (10) working days of the time it knew, or should have known of the infraction, or against an Employee without a member of the Grievance Committee present, if the Employee requests UNION representation.

Section (b) Procedure

Where the EMPLOYER concludes that the conduct of an Employee justifies discharge, the Employee shall be suspended with the intent to discharge and shall be given written notice stating the reason, with a copy to be furnished to the Grievance Committee. After 24 hours, but within 48 hours, the Employee shall be afforded the right to meet with the PLANT’s Step 3 representative(s). At such meeting, no more than three (3) members of the Grievance Committee and the President of the Local Union shall be present and, if requested by the Employee or the Grievance Committee, a representative of the District shall also be present. Upon request by the Employee, the Grievance Committee, or the District representative, the forty-eight hour time limit will be extended by an additional 48 hours. The EMPLOYER shall be entitled to have an equal number of representatives at the meeting. Full disclosure of all information relied upon by the parties shall be provided at the 24/48 hour meeting.

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Section (c) Suspension

If within 24 hours after the conclusion of the 24/48 hour meeting, the EMPLOYER informs the Employee and the Grievance Committee that it still intends to discharge the Employee (or if no meeting was requested) the Employee shall have five (5) working days to file the grievance. If the Employee does not file a grievance within five (5) working days of the notice of suspension with intent to discharge, the discharge shall become effective immediately. Grievances involving discharge shall bypass steps 1 through 3 and shall proceed directly to step 4 of the grievance procedure.

Section (d) Compensation for Lost Earnings

In all arbitration cases where it is determined that just cause for discharge has not been established, the Employee shall be reinstated and compensated for lost earnings at his applicable regular rates and any regularly scheduled mandatory overtime prior to discharge less monies earned during the back pay period. Nothing in this section shall be construed to, in any way, limit the arbitrator’s right to modify or mitigate the penalty of discharge.

Section (e) Removal of Employee Disciplinary Records

All records of Employee discipline issued during the term of this Agreement may be used as the basis for subsequent progressive disciplinary action no later than fifteen (15) months following the date of issuance and shall not be used in subsequent disciplinary action against the Employee. However, all records of Employee discipline only shall remain in an Employee’s file in Human Resources.

Article XII - Benefits and Practices

Section (a) Eligibility

Employees, except as set forth below, shall be entitled to participate in the following benefit plans and practices of the EMPLOYER.

Section (b) Benefits of Choice

• Remington Arms Company, Inc. Pension and Retirement Plan

• Remington Savings and Investment Plan

• Remington Arms Company Welfare Plan

• The Remington Medical Plan

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• The Remington Dental Plan

• Vision Care

• Employee Life Insurance

• Optional Life Insurance

• Dependent Optional Life Insurance

• Long Term Disability Insurance

• Accidental Death & Dismemberment

• Flexible Spending Accounts

• Employee Assistance Program

The specifications for the structure of the benefit arrangements are set out in Appendix D and are incorporated herein as though fully stated in this Article XII.

Section (c) Length of Service

With the exception of the Remington Arms Company, Inc. Pension and Retirement Plan as provided below, a Current Employee on the old Remington payroll on November 30, 1993 and hired on the new Remington payroll on December 1, 1993 shall have his length of service at DuPont recognized for consideration of the benefits and practices set forth in Sections (b) and (d) herein.

Section (d) Practices

Service Recognition Plan

Section (e) Administrative and Design Matters and Uniformity

The EMPLOYER (or appropriate fiduciary of the applicable plan) in its sole and exclusive discretion, may modify the benefits (consistent with the terms set forth in Appendix D), change the administrator, add or delete investment options offered to participants and beneficiaries, change funding vehicles, investment advisers and managers, and service providers and/or (without any limitation arising from the foregoing enumeration) make any other changes as it determines in its sole and exclusive discretion provided that any such amendment, modification, change or termination shall apply equally to employees and non-unit employees unless otherwise agreed to by the UNION and the EMPLOYER.

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Article XIII – Miscellaneous

Section (a) Pay Day

All Employees will be paid on a weekly basis. Payment shall be made by check, or by Direct Deposit if elected by the employee, with recognition for legitimate deductions. The Employee shall receive, with his pay, a plain statement itemizing the number of hours worked during the pay period and setting forth straight time, overtime and premium time hours worked during the pay period. The statement shall also itemize all payroll deductions.

Section (b) Bulletin Boards

The PLANT will provide and maintain bulletin boards at mutually agreeable locations for exclusive use by the UNION on which the UNION may post notices. Such notices shall not be offensive in nature to any individual or group of persons. Such notices shall show a removal date and shall be delivered to the Human Resources Manager or their designee prior to posting. An Employee designated by the President of the Local Union to post notices only will be compensated by the EMPLOYER for time spent posting notices on bulletin boards for up to two (2) hours per posting no more than twelve (12) postings per month on the first (1^st) shift or as otherwise agreed upon by the Local Union and the Human Resources Manager.

Section (c) Safety Shoes

Each calendar year of this Agreement’s term, the PLANT will provide each Employee the option of electing either (i) an allowance per current practice up to $125.00 for the purchase of safety shoes, or (ii) a cash allowance of seventy five dollars ($75.00).

Employees may purchase shoes from the “Shoe Truck” Program or from an authorized dealer(s) in this area.

Section (d) Eye Examinations

Each Employee requiring an eye examination within an eighteen (18) month time period, upon presenting a paid receipt to the Plant Medical Department, will be reimbursed for the expense of such examination up to a maximum of $50, but in no case is the reimbursement to exceed the cost of the examination. This section shall not apply to any employee participating in the EMPLOYER’s vision care benefit plan.

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Section (e) Disability Accommodation

This Agreement shall not prevent the PLANT from making a reasonable accommodation of disabled persons as required by state and/or federal law, including the Americans With Disabilities Act. In the event a proposed accommodation would conflict with an express provision of this Agreement, the parties, at either’s request, shall meet to discuss the proposed accommodation. Nothing in this section shall require the UNION to agree to modify terms of this Agreement or to waive seniority rights under this Agreement. In the event the PLANT and the UNION, in settling a grievance or litigation would agree, or a court or arbitrator would order that the PLANT make an accommodation that otherwise conflicts with the terms of this Agreement, that accommodation shall supersede such conflicting terms of this Agreement. The parties agree that any accommodation made by the PLANT with respect to job duties or any other term or condition of employment made pursuant to settlement of a grievance or litigation (whether formal or informal), or arbitral or court order, shall not, in any way, become applicable to any other individual, class, or group of Employees but shall apply only to the person or persons accommodated in the particular situation. The fact that such person(s) was accommodated, the manner and method of such accommodation shall be without precedent and therefore may not be used or relied upon by any person for that purpose at any time in the future.

Section (f) Medical Appointments

Employees shall make every attempt to schedule medical appointments during non-working time. With prior approval, Employees will be excused from work and paid for up to four (4) hours up to twelve (12) times per calendar year for the Employee to report for a medical appointment during work hours. Such medical appointments must be for diagnosis, follow-up to a recent problem or diagnostic testing. Dental appointments will be covered only for tooth extractions and root canals. Routine visits are not covered by this procedure and must be scheduled during non-working hours. Where that is not possible, the supervisor may excuse the employee without pay. The EMPLOYER reserves the right to deny the granting of time off for a medical appointment. Employees are required to provide verification from a licensed healthcare provider of the medical appointment, including the time of the appointment and the time the employee arrived and left the appointment.

Article XIV – No Strike or Lockout

Section (a) UNION Not to Strike

Under no circumstances will the UNION or Employees participate in, instigate, cause, or encourage, any strike during the term of this Agreement, including economic,

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unfair labor practice strikes, sympathy strikes, jurisdictional strikes, slowdown, walkout, sit-down, mass absenteeism, retarding of work or boycott or work stoppages.

Section (b) UNION to Halt Breach

In the event of a breach of Section (a), the UNION shall use reasonable means to end the breach, including advising the involved Employees that their conduct may be in violation of the Agreement, and if it is they may be disciplined up to and including discharge, and that they should immediately cease the offending conduct.

Section (c) Discipline for Breach

The PLANT has the right to discipline, up to and including discharge, any Employee who violates this Article and such discipline shall be deemed to be for good cause. Any such discipline or discharge under this Section shall be subject to the grievance procedure.

Section (d) No Lockout

The PLANT agrees not to lockout the Employees during the term of this Agreement.

Article XV – Maintain Integrity of the Contract and Resort to Courts

The UMWA and the EMPLOYER agree and affirm that, except as provided herein, they will maintain the integrity of this contract and that all disputes which are not settled by agreement shall be settled by the machinery provided in the “Settlement of Disputes” Article of this Agreement. Nothing in this provision, however, is intended to diminish any individual rights an Employee might enjoy by law. In addition, the EMPLOYER expressly authorizes the UNION to seek judicial relief, without exhausting the grievance machinery, in cases involving successorship.

Article XVI – Modification and Severability Clause

Section (a) Modification

If during the life of this Agreement there shall be in existence any applicable law, rule, regulation or order issued by Governmental authority, which shall be inconsistent with any provision of this Agreement, the parties will meet to modify such provision to the extent necessary to comply with such law, rule, regulation or order.

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Section (b) Severability

In the event that any provision of this Agreement shall at any time be declared invalid by any court of competent jurisdiction, such decision shall not invalidate the entire Agreement, it being the express intention of the parties hereto that all other provisions not so declared invalid shall remain in full force and effect.

Article XVII - Ratification and Termination of this Agreement

This Agreement shall become effective at 12:01 am on the day following notification to the Remington Arms Co., Inc., by the International Union, United Mine Workers of America, that this Agreement has been ratified and approved by the membership covered hereby.

This Agreement shall not be subject to termination by either party signatory hereto prior to 12:01 a.m. October 28, 2012, provided, however, that either the party the first part or the party of the second part may terminate this Agreement on or after 12:01 a.m. October 28, 2012, by giving at least sixty days written notice to the other party of such desired termination date.

IN WITNESS WHEREOF, each of the parties signatory hereto has caused this Agreement to be signed, effective this 27th day of October 2007, the Agreement having been ratified and approved by the membership covered hereby on October 26, 2007.

On Behalf of:

UNITED MINE WORKERS OF AMERICA

/s/ Edward D. Yankovich Jr.
By:	Edward D. Yankovich Jr.

International District 2 Vice President

On Behalf of:

LOCAL UNION 717

/s/ Stu Kennedy
By:	Stu Kennedy

President

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On Behalf of:

REMINGTON ARMS COMPANY, INC.

/s/ Joseph B. Gross
By:	Joseph B. Gross
	Plant Manager

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SHORT TERM DISABILITY PAY PLAN

The Short term Disability Pay Plan for Ilion hourly Employees shall be amended as of the effective date of this Agreement to read as follows:

Disability Pay

All Employees will be entitled to participate in the Company’s Short Term Disability Plan as outlined in the Health and Welfare Summary Plan Description, starting on the Employee’s first calendar day of disability. The pay structure will be as follows:

Duration Per Occurrence	Percentage of regular rate of pay*
First calendar day	0%
Consecutive Days 2 through 9	50%
Consecutive Days 10 through 180	100%

*Or awarded State Workers Compensation, whichever is higher.

All Employees will be expected to see a doctor on the second calendar day of illness and must report to the Plant Medical Department on any absence which extends to the third day.

To receive disability pay, an Employee must submit medical documentation explaining and confirming: (1) the date the Employee became disabled, (2) the medical reasons why the Employee is unable to work, (3) the cause of the disability, if known, and (4) the nature, severity and expected duration of the disability. The EMPLOYER, at its expense, may require an examination by a second health care provider designated by the EMPLOYER. If the second health care provider's opinion conflicts with the medical documentation submitted by the Employee, the EMPLOYER, at its expense, may require a neutral qualified third party to conduct an examination and provide a final and binding opinion. If an Employee fails to provide the medical documentation required under this provision, or fails to submit to the examinations specified herein, the Employee’s claim for disability pay may be denied.

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APPENDIX A

Effective October 29, 2007
Level	Start	6mos	12mos	24mos	36mos	48mos	51mos
3	$10.77		$11.63	$12.06	$12.49	$15.30
4	$12.22		$13.08	$13.51	$13.92	$15.71	$16.20
5	$15.71	$16.20	$16.42	$16.89	$17.37
6	$16.89	$17.37	$17.83	$18.26	$18.66
Effective November 3, 2008
Level	Start	6mos	12mos	24mos	36mos	48mos	51mos
3	$11.10		$11.98	$12.42	$12.87	$15.76
4	$12.59		$13.47	$13.91	$14.34	$16.18	$16.68
5	$16.18	$16.68	$16.91	$17.40	$17.89
6	$17.40	$17.89	$18.37	$18.81	$19.22
Effective November 2, 2009
Level	Start	6mos	12mos	24mos	36mos	48mos	51mos
3	$11.43		$12.34	$12.79	$13.25	$16.23
4	$12.97		$13.88	$14.33	$14.77	$16.67	$17.18
5	$16.67	$17.18	$17.41	$17.92	$18.42
6	$17.92	$18.42	$18.92	$19.37	$19.80
Effective November 1, 2010
Level	Start	6mos	12mos	24mos	36mos	48mos	51mos
3	$11.77		$12.71	$13.18	$13.65	$16.72
4	$13.36		$14.30	$14.76	$15.21	$17.17	$17.70
5	$17.17	$17.70	$17.94	$18.46	$18.98
6	$18.46	$18.98	$19.49	$19.95	$20.39

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Effective November 7, 2011
Level	Start	6mos	12mos	24mos	36mos	48mos	51mos
3	$12.19		$13.16	$13.64	$14.13	$17.30
4	$13.82		$14.80	$15.28	$15.74	$17.77	$18.32
5	$17.77	$18.32	$18.57	$19.10	$19.64
6	$19.10	$19.64	$20.17	$20.65	$21.11

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APPENDIX B

JOB CODES & TITLES

•	Production 100 series	(103,104,105,106)
•	Maintenance 200 series	(203,204,205,206)
•	Arms Service 300 series	(303,304,305,306)
•	Custom Shop 400 series	(403,404,405,406)
•	Production Support 500 series		(503,504,505,506)
•	Technical 600 series			(603,604,605,606)

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APPENDIX C

Practices, Customs and Agreements

[Subject to revision by the sub-committee on Appendix C]

•      VLOA (with adjustment to medical and dental) 9/13/90

•      Direct Deposit of Weekly Payroll Checks 4/11/95

•      Reporting of Absence to Plant Medical 8/1/95

•      ROI’s Probationary Employees reverting to verbal on end of probation 2/11/00

•      Selection of Machine Setters 9/8/95

•      Employer Obligation to Provide Union Representation

•      Ability to progress in recognized Job Codes based on Organization Needs and employee skills

•      742 memo of Understanding 7/24/95

•      Shift Realignment Procedure 6/17/98

•      Re-evaluate jobs based on significant change Memo of Agreement Undated

•      FMS Progression Memo of Agreement 7/24/95

•      Jury Duty Guidelines letter 8/17/87

•      Military Training & Service Guidelines Letter 8/17/87

•      Overtime combined with ½ day vacation practice      letter 9/9/99

•      Job Code 767/766 Issue     Letter of Understanding 10/13/99

•      Medically Prescribed Footwear Practice     letter 2/27/84

•      Birthday Scheduling      Memo of Agreement 12/5/00

•      Preferential Treatment for Bidding     Memo of Understanding 5/27/99

•      Employee Treatment in machine Moves or Regrouping Phillips 4^th Step Grievance Answer 1/28/90

•      Normal Shift Schedules

•      Apprentice Program Agreement (latest version)

•      Procedure for Call In during Vacation Periods 1/15/90 letter

•      Paid Time off for Dental/Doctor Appointments 10/31/89 letter

•      Responsibilities of Supervision/Employees Concerning Reporting of Medical and Other Absences 1/29/90 letter

•      Verbal Warnings/Absentee Records 7/13/89 Letter

•      Records of Interview (ROI’s) in Floor Files     letter 5/13/90

•      Holiday’s with Religious Meaning – Not Recognized as Plant Holidays 1/5/90 letter

•      Leaves of Absence     1/15/90 Letter

•      Rates of Pay – New Hires/Re-Hires undated letter

•      Rates of Pay – Progression/Regression undated letter

•      Service Awards undated letter

•      Filling Job Vacancies created by disability

•      Union rights to pagers and unrestricted telephone

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•      Letter of Understanding – Calculating Seniority Dates 12/2/98

•      SAP Transaction Specialist Agreement 2/16/2000 letter

•      Memo of Understanding Doctor Appointments 9/11/2002

•      Letter Agreement on Job Classification Modernization dated 10/4/07

•      Letter Agreement on Precision Shop dated 10/4/07

•      Letter Agreement on Miscellaneous Matters dated 10/4/07

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APPPENDIX D

1. Remington Arms Company, Inc. Pension and Retirement

a.	No Employee hired after September 11, 1997, shall be eligible to participate in the Remington Arms Company, Inc. Pension and Retirement Plan (the “Pension Plan”).
b.	The Pension Plan will be amended effective December 31, 2007 to provide that no Participant will earn any further benefit accruals after December 31, 2007. As a result, each Participant’s accrued benefit will be determined based on the Participant’s compensation and period of employment as of December 31, 2007 and compensation and employment after December 31, 2007 will not be taken into account. This means that the ten-year period used in calculating Average Annual Earnings shall not extend past December 31, 2007.
c.	Specifically, the computation of Average Annual Earnings is unchanged. It is the greater of 1) the highest annual average Earnings received during any 36 consecutive calendar months during the last 10 years of Credited Service, or 2) the highest average annual Earnings based on the Total Earnings for the highest 3 calendar years of the last 10 years of Credited Service. The 10 years period ends on December 31, 2007 for computation of Average Annual Earnings.
d.	Participants in the Pension Plan that are active Employees with the EMPLOYER on or after January 1, 2008, shall continue to be credited for service under the Pension Plan for purposes of (i) vesting, (ii) eligibility for early retirement benefits under Section 6.1 of the Pension Plan, (iii) eligibility for ancillary disability benefits under Section 8.1 of the Pension Plan, (iv) Vested Deferred benefits under Section 7 of the Pension Plan, and (v) Forms of Payment under Section 9 of the Pension Plan.
e.	Current Employees who retired under the DuPont plan have been automatically vested under the Pension Plan although only their Remington service and earnings beginning December 1, 1993 is recognized. For all Current Employees employed by old Remington on November 30, 1993 and by new Remington on December 1, 1993, who did not retire under the DuPont plan, the Pension Plan will continue to recognize all service earned at Remington while owned by DuPont and will continue to take into account a Current Employee’s earnings at Remington while owned by DuPont in addition to the Current Employee’s service and earnings at Remington.

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2. Remington Savings and Investment Plan

a.	Employees will participate in a retirement savings contribution that will be a part of the Remington Savings and Investment Plan (SIP).
b.	Upon becoming eligible to participate in the SIP, Employees hired after September 11, 1997 who have completed 12 months of eligibility service, as defined in the Plan, will also be eligible to receive a discretionary Profit-Sharing Contribution from the EMPLOYER. An account will be created within the SIP in each eligible Employee’s name, regardless of whether or not the Employee chooses to contribute to the SIP. The EMPLOYER’s discretionary Profit-Sharing Contribution will be credited to the Employee’s account, provided that the Employee is an active Employee of the EMPLOYER on the last day of the plan year for which the contribution is attributed. The amount of the discretionary Profit-Sharing Contribution, which the EMPLOYER will make, will be determined each year by the Board of Directors of the EMPLOYER and will be allocated to the accounts of such employees who are eligible under the terms of the SIP. Effective January 1, 2008, the Profit-Sharing Contributions shall be subject to a three-year vesting schedule (the five year vesting schedule will no longer apply regardless of what Plan Year the Profit-Sharing Contribution was made).
c.	An Employee will have flexibility to direct any contributions allocated to his or her account in the SIP among the various investment funds offered within the SIP.
d.	Effective January 1, 2008, Employees that make contributions to the SIP will be eligible to receive a Company Matching Contribution of 50% on the first 6% of compensation deferred, with no additional match on higher levels of deferrals.
e.	Effective January 1, 2008, for the purpose of calculating contributions to the 401(k) Plan, the definition of an Employee’s compensation shall include overtime pay.

3.	Remington Arms Company Welfare Plan
		a.	Remington Medical Plan

i.	The EMPLOYER shall provide medical benefits for all Employees covered by this Agreement and their eligible dependents pursuant to the Remington Arms Company Welfare Plan.
ii.	Effective January 1, 2008, Employees will be given the opportunity to elect Medical Coverage from Plans A, B or C.

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1. Combined benefits for inpatient and outpatient drug and alcohol abuse to a Lifetime Maximum of $25,000 total plan benefit.

2. Exclude coverage for Gastric Bypass Surgery.

3. Adopt the company policy for Pre-existing condition for Employees hired after January 1, 2008.

iii. Prescription Drugs:

1.	Adoption of a 3 tier formulary at retail and mail order. Added to the current 2 tier program is a 3rd tier for Non- Preferred Brands.
2.	Increase Mail order co-pay for Generic, Brand, and Non-preferred brand drugs.

Retail
	Plan A	Plan B	Plan C
Generics	$15	$15	$15
Brand	$25	$25	$25
Non-Preferred Brand	$45	$45	$45

Mail Order (for a maximum 90 day supply)
	Plan A	Plan B	Plan C
Generics	$20	$20	$30
Brand	$30	$30	$50
Non-Preferred Brand	$50	$50	$90

iv.	Details of Plans A, B and C are contained in the Summary Plan Description.
v.	The Monthly Employee Premiums for these plans are as follows:

Plan A	2007	2008	2009	2010	2011	2012
EE	$40	$80	$95	$120	$135	$150
EE+1	$86	$126	$146	$176	$196	$216
Family	$105	$145	$170	$205	$230	$255

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Plan B	2007	2008	2009	2010	2011	2012
EE	$80	$120	$135	$160	$175	$190
EE+1	$172	$212	$232	$262	$282	$302
Family	$210	$250	$275	$310	$335	$360
Plan C	2007	2008	2009	2010	2011	2012
EE	n/a	$55	$70	$85	$100	$115
EE+1	n/a	$105	$125	$145	$165	$185
Family	n/a	$130	$155	$180	$205	$230

vi.	Medical – deductibles
	(1)	In network

Plan A
	2007	2008	2009	2010	2011	2012
EE	$350	$350	$350	$350	$350	$350
EE+1	$700	$700	$700	$700	$700	$700
Family	$1,050	$1,050	$1,050	$1,050	$1,050	$1,050

Plan B – no deductible

Plan C
	2007	2008	2009	2010	2011	2012
EE	n/a	$600	$700	$700	$800	$800
EE+1	n/a	$1,200	$1,400	$1,400	$1,600	$1,600
Family	n/a	$1,800	$2,100	$2,100	$2,400	$2,400

(2) Out of network

Plan A
	2007	2008	2009	2010	2011	2012
EE	$1,000	$1,000	$1,000	$1,000	$1,000	$1,000
EE+1	$2,000	$2,000	$2,000	$2,000	$2,000	$2,000
Family	$3,000	$3,000	$3,000	$3,000	$3,000	$3,000

Plan B
	2007	2008	2009	2010	2011	2012
EE	$500	$500	$500	$500	$500	$500
EE+1	$1,000	$1,000	$1,000	$1,000	$1,000	$1,000
Family	$1,500	$1,500	$1,500	$1,500	$1,500	$1,500

54

Plan C
	2007	2008	2009	2010	2011	2012
EE	n/a	$1,800	$2,100	$2,100	$2,400	$2,400
EE+1	n/a	$3,600	$4,200	$4,200	$4,800	$4,800
Family	n/a	$5,400	$6,300	$6,300	$7,200	$7,200

vii. Out of Pocket Maximums

(1) In network

Plan A
	2007	2008	2009	2010	2011	2012
EE	$1,500	$1,500	$1,500	$1,500	$1,500	$1,500
EE+1	$3,000	$3,000	$3,000	$3,000	$3,000	$3,000
Family	$4,500	$4,500	$4,500	$4,500	$4,500	$4,500

Plan B
	2007	2008	2009	2010	2011	2012
EE	$1,250	$1,250	$1,250	$1,250	$1,250	$1,250
EE+1	$2,500	$2,500	$2,500	$2,500	$2,500	$2,500
Family	$3,750	$3,750	$3,750	$3,750	$3,750	$3,750

Plan C
	2007	2008	2009	2010	2011	2012
EE	n/a	$2,250	$2,250	$2,250	$2,750	$2,750
EE+1	n/a	$4,500	$4,500	$4,500	$5,500	$5,500
Family	n/a	$6,750	$6,750	$6,750	$8,250	$8,250

(2) Out of network

Plan A
	2007	2008	2009	2010	2011	2012
EE	$4,500	$4,500	$4,500	$4,500	$4,500	$4,500
EE+1	$9,000	$9,000	$9,000	$9,000	$9,000	$9,000
Family	$13,500	$13,500	$13,500	$13,500	$13,500	$13,500

Plan B
	2007	2008	2009	2010	2011	2012
EE	$3,750	$3,750	$3,750	$3,750	$3,750	$3,750
EE+1	$7,500	$7,500	$7,500	$7,500	$7,500	$7,500
Family	$11,250	$11,250	$11,250	$11,250	$11,250	$11,250

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Plan C
	2007	2008	2009	2010	2011	2012
EE	n/a	$7,800	$7,800	$7,800	$9,300	$9,300
EE+1	n/a	$15,600	$15,600	$15,600	$18,600	$18,600
Family	n/a	$23,400	$23,400	$23,400	$27,900	$27,900

viii. Under any option the employee’s spouse must elect coverage (at least single) under their separate employer’s medical plan as primary coverage if the employer offers a medical plan with a single coverage monthly cost of less than:

Plans A, B & C

2007	2008	2009	2010	2011	2012
$139	$139	$139	$139	$139	$139

b. Dental

Monthly premiums

	2007	2008	2009	2010	2011	2012
EE	$2	$4	$6	$6	$6	$8
EE+1	$4	$8	$12	$12	$12	$16
Family	$6	$12	$18	$18	$18	$25

Deductible – applies to other than Class A Expenses for Preventive and Diagnostic Care

	2007	2008	2009	2010	2011	2012
EE	$0	$50	$50	$50	$50	$50
EE+1	$0	$100	$100	$100	$100	$100
Family	$0	$150	$150	$150	$150	$150

c. Vision

Monthly Premiums

	2007	2008	2009	2010	2011	2012
EE	$6.76	$6.76	$6.76	$6.76	$6.76	$6.76
EE+1	$11.76	$11.76	$11.76	$11.76	$11.76	$11.76
Family	$17.06	$17.06	$17.06	$17.06	$17.06	$17.06

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d. Employee Life Insurance/Optional Life Insurance /Dependent Optional Life Insurance

             Anticipate that Employee premiums will not increase for years 2008 -2010 but they may increase in years 2011 and 2012 pending identification of the insurance carrier. The amount has not yet been determined.

e. Long Term Disability Insurance

The following amendments will be added to the coverage:

	1.	Family social security offset.
	2.	Disability to Social Security age
	3.	Accept the 99 enhancement provision
f.	Accidental Death & Dismemberment

Monthly Premiums for contract years 2008 – 2012:

Options	Employee	Emp. and Spouse	Emp. and Child(ren)	Family
Option 50 $50,000 for you $25,000 for your spouse $10,000 for each child	$1.15	$1.58	$1.68	$2.04
Option 100 $100,000 for you $50,000 for your spouse $25,000 for each child	$2.30	$3.15	$3.50	$4.20
Option 250 $250,000 for you $150,000 for your spouse $50,000 for each child	$5.75	$8.40	$8.40	$10.80

g. Flexible Spending Accounts

Healthcare Flexible Spending Account: Effective January 1, 2008, the annual limit on Flexible Spending Accounts will be increased to $3,000.

Dependent Care Flexible Spending Account

h. Employee Assistance Program

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i. Retiree medical

As of September 11, 1997, the EMPLOYER will not provide either retiree medical or dental benefits and not offer participation in the Remington Arms Company, Inc. Pension and Retirement Plan to any Employees hired after that date and the Remington Arms Company, Inc. Pension and Retirement Plan shall be amended to so state.

Furthermore, the EMPLOYER continues to retain the right to modify, including reduce, the existing retiree medical or dental benefits in its sole and exclusive discretion.

58

EX-10.53

Exhibit 10.53

JOINDER AGREEMENT,

SECOND AMENDMENT AND SUPPLEMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT

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

Recitals:

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

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

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

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

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

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

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

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

3. Joint and Several Liability; Borrowers’ Representative. Brands acknowledges that it has requested Agent and Lenders to extend financial accommodations to it and to the other Borrowers in accordance with the provisions of the Credit Agreement, as hereby amended. In accordance with the terms of the Credit Agreement, Brands acknowledges and agrees that it shall be jointly and severally liable for any and all Loans and other Obligations heretofore or hereafter made by Agent and Lenders to Brands or any of the other Borrowers and for all interest, fees and other charges payable in connection therewith. Brands shall be liable for, on a joint and several basis, the timely payment by the other Borrowers of, all of the Loans and the other Obligations, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans or other extensions of credit on its books and records, it being acknowledged and agreed that Loans to one Borrower inure to the mutual benefit of all Borrowers and that Agent and Lenders are relying on the joint and several liability of Borrowers in extending the Loans and other financial accommodations hereunder. Brands hereby irrevocably appointsRemington, and Remington agrees to act under the Credit Agreement as, the agent and representative of itself and Brands for all purposes under the Credit Agreement, including requesting Borrowings, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Loan or a Euro-Dollar Loan, and receiving account statements and other notices and communications to Borrowers (or either of them) from Agent. Agent may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, disbursement instructions, reports, information, Borrowing Base Certificate or any other notice or communication made or given by Remington, whether in its own name, on behalf of any Borrower or on behalf of “the Borrowers”.

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

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

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Applicable Margin - a percentage determined on the Second Amendment Date by reference to the immediately preceding Pricing Determination Date and on each Pricing Adjustment Date thereafter, the Applicable Margin shall be increased or decreased, based upon Average Excess Availability for the Fiscal Quarter ending on such Pricing Determination Date, as set forth in the table below (but decreased only if on the relevant Pricing Determination Date no Default or Event of Default exists):

Tier	Average Excess Availability	Applicable Margin for Euro-Dollar Loans	Applicable Margin for Base Rate Loans
I	Less than $22,000,000	2.00%	0.50%
II	Equal to or greater than $22,000,000 but less than $33,000,000	1.75%	0.25%
III	Equal to or greater than $33,000,000 but less than $44,000,000	1.50%	0.00%
IV	Equal to or greater than $44,000,000 but less than $55,000,000	1.25%	- 0.25%
V	Equal to or greater than $55,000,000	1.00%	- 0.50%

Any such increase or reduction in the Applicable Margin shall be effective on the first day of the Fiscal Quarter following Agent’s receipt of the applicable financial statements and corresponding Compliance Certificate (each a “Pricing Adjustment Date”). If the financial statements and the Compliance Certificate of Borrowers setting forth Average Excess Availability for the applicable period are not received by Agent by the date required pursuant to Section 10.1.3 of this Agreement, the Applicable Margin shall be determined as if Average Excess Availability is less than $22,000,000 until such time as such financial statements and Compliance Certificate are received and any Event of Default resulting from a failure to timely deliver such financial statements or Compliance Certificate is waived in writing by Agent and Lenders in their sole discretion; provided, however, that nothing herein shall be deemed to prevent Agent and Lenders from charging interest at the Default Rate for so long as an Event of Default exists. In the event that any financial statement or Compliance Certificate delivered by Borrowers is shown to be inaccurate (whether such inaccuracy is discovered at any time during the effectiveness of this Agreement or up to six months thereafter), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (i) Borrowers

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

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

Default Rate - on any date, a rate per annum that is equal to (i) in the case of each Revolver Loan outstanding on such date and the principal balance of Term Loans outstanding on such date, 2% in excess of the rate otherwise applicable to such Loans on such date, and (ii) in the case of any other Obligations outstanding on such date, 3.25% in excess of the Alternate Base Rate in effect on such date.

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

Inventory Formula Amount - on any date of determination thereof, an amount equal to the least of (i) $77,500,000, (ii) the sum derived by multiplying the Applicable Inventory Percentage by the Value of Eligible Inventory consisting of Finished Goods and the Applicable Inventory Percentage by the Value of Eligible Inventory consisting of Raw Materials, or (iii) the Appraised NOLV as of such date.

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

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

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

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

Revolver Commitment - at any date for any Lender, the obligation of such Lender to make Revolver Loans and to participate in LC Obligations pursuant to the terms and conditions of this Agreement, which shall not exceed the principal amount set forth opposite such Lender’s name under the heading “Revolver Commitment” on the signature pages hereof (or any amendment hereto to the extent provided therein) or the signature page of the Assignment and Acceptance by which it became a Lender, as modified from time to time pursuant to the terms of this Agreement or to give effect to any applicable Assignment and Acceptance; and “Revolver Commitments” means the aggregate principal amount of the Revolver Commitments of all Lenders, the maximum amount of which shall not exceed $155,000,000 on the Second Amendment Date but which shall be reduced in accordance with the terms of Section 2.1.6 hereof.

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

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

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

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

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

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

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

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

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

(7)         Evidence of Perfection and Priority of Liens. Agent shall have received confirmation that all UCC-1 financing statements and other Security Documents required to be filed or recorded to perfect the Liens of Agent in Collateral of the Target Company (excluding only Intellectual Property which is registered in countries other than the United States) have been filed or delivered to Agent and evidence that such Liens will constitute valid and perfected security interests and Liens, and that there are no other Liens upon Collateral except for Permitted Liens.

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

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

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

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

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

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

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

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

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

(17)        No Litigation. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Amendment, the Credit Agreement or any of the other Credit Documents or the consummation of the transactions contemplated hereby or thereby.

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

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

Second Amendment Date - November 13, 2007.

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

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

Term Loan Commitment - at any date for any Lender, the obligation of such Lender to make its Term Loan Advance pursuant to the terms and conditions of this Agreement, which shall not exceed the principal amount set forth opposite such Lender’s name under the heading “Term Loan Commitment” on the signature pages hereof (or any amendment hereto to the extent provided therein) or the principal amount set forth in any Assignment and Acceptance by which it became a Lender, as modified from time to time pursuant to the terms of this Agreement or to give effect to any applicable Assignment and Acceptance; and the term “Term Loan Commitments” means the aggregate principal amount of the Term Loan Commitment of each Lender, the maximum amount of which shall not exceed $25,000,000.

Term Note - as defined in Section 2.2.2.

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

Subject to the terms and conditions of, and in reliance upon the representations and warranties made in, this Agreement and the other Credit Documents, Lenders severally agree to the extent and in the manner hereinafter set forth to make their respective Pro Rata shares of the Commitments available to Borrowers, in an aggregate amount of up to $180,000,000, as follows:

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

2.2 Term Loan Commitments.

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

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

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

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

3.1 Interest.

3.1.1       Rates of Interest. Borrowers agree to jointly and severally pay interest in respect of all unpaid principal amounts of the Revolver Loans from the respective dates such principal amounts are advanced until paid (whether at stated maturity, on acceleration or otherwise) at a rate per annum equal to the applicable rate indicated below:

(i)         for Revolver Loans made or outstanding as Base Rate Loans, the Applicable Margin plus the Alternate Base Rate in effect from time to time; or

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

Borrowers agree to jointly and severally pay interest in respect of all unpaid principal amounts outstanding with respect to Term Loan Advances from the respective dates such principal amounts are advanced until paid (whether at stated maturity, on acceleration, or otherwise) at a rate per annum equal to the applicable rate indicated below:

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

(ii)          for any portion of the Term Loan Advances made or outstanding as Euro-Dollar Loans, 2.00% plus the relevant Adjusted London Interbank Offered Rate for the applicable Interest Period selected by Borrowers in conformity with this Agreement.

Upon determining the Adjusted London Interbank Offered Rate for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone and, if so requested by Borrowers, confirmed in writing. Such determination shall, absent manifest error, be final, conclusive and binding on all parties and for all purposes. The applicable rate of interest for all Loans bearing interest based upon the Alternate Base Rate shall be increased or decreased, as the case may be, by an amount equal to any increase or decrease in the Alternate Base Rate, with such adjustments to be effective as of the opening of business on the day that any such change in the Alternate Base Rate becomes effective. Interest on each Loan shall accrue from and including the date on which such Loan is made, converted to a Loan of another Type or continued as a Euro-Dollar Loan to (but excluding) the date of any repayment thereof; provided, however, that, if a Loan is repaid on the same day made, one day’s interest shall be paid on such Revolver Loan. The Alternate Base Rate on the Closing Date was 7.50% per annum and, therefore, the rate of interest in effect hereunder on the Closing Date, expressed in simple interest terms, was 8.00% per annum with respect to any portion of the Revolver Loans bearing interest as a Base Rate Loan. The Alternate Base Rate on the Second Amendment Date is 7.25% per annum and, therefore, the rate of interest in effect hereunder on the date hereof, expressed in simple interest terms, is 6.75% per annum with respect to any portion of the Revolver Loans bearing interest as a Base Rate Loan and is 7.75% per annum with respect to any portion of the Term Loan Advances bearing interest as a Base Rate Loan.

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

5.3 Repayment of Term Loan Advances.

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

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

5.3.2      Payment of Interest. Interest accrued on the Term Loan shall be due and payable on (i) the first day of each month for the immediately preceding month, computed through the last calendar day of the preceding month in the case of any portion of the Term Loan that is a Base Rate Loan, (ii) the last day of the applicable Interest Period in the case of any portion of such Term Loan that is a Euro-Dollar Loan, and (iii) the date of any prepayment of the Term Loan. Accrued interest shall also be paid by Borrowers as and when payable in Section 5.3.4 in connection with any prepayment of the Term Loan and (iv) the Commitment Termination Date. With respect to any Base Rate Loan converted into a Euro-Dollar Loan pursuant to Section 3.1.2 on a day when interest would not otherwise have been payable with respect to such Base Rate Loan, accrued interest to the date of such conversion on the amount of such Base Rate Loan so converted shall be paid on the conversion date.

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

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

(ii) Borrowers shall prepay the Term Loan Advances from the proceeds of insurance or condemnation awards paid in respect of any Equipment or Intellectual Propertyunless and to the extent Borrowers is authorized to use such proceeds pursuant to Section 8.1.2(ii); and provided that nothing herein shall be construed to authorize any disposition of Collateral except as expressly elsewhere authorized by this Agreement or the other Credit Documents.

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

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

5.3.5     Application of Prepayments.

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

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

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

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

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

(a)        Except with respect to (i) sales of Inventory in the Ordinary Course of Business of Remington, (ii) replacements of Equipment permitted pursuant to Section 8.4.2(ii), and (iii) sales or dispositions of Equipment or Intellectual Property permitted hereunder (including the proceeds of insurance or condemnation awards paid in respect of any Equipment or Intellectual Property), Borrowers shall, concurrently with the receipt by any Obligor of any Net Disposition Proceeds from any sale or other disposition of Collateral make or cause to be made a mandatory prepayment of the Revolver Loans, provided that nothing herein shall be construed to authorize any disposition of Collateral except as expressly elsewhere authorized by this Agreement or the other Credit Documents;

(b)        With respect to any condemnation awards or proceeds of insurance of the type required by Section 8.1.2(i), Borrowers shall prepay the Revolver Loans or Term Loan, as applicable, as and to the extent required by Section 8.1.2(ii); and

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

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

(ii)         Any proceeds of insurance referred to in this Section 8.1.2 and any condemnation awards that are paid to Agent in connection with a condemnation of Collateral shall be paid to Agent and (a) in the case of proceeds or awards that relate to Inventory, applied first to the payment of the Revolver Loans, then to the Term Loan, and then to any other Obligations outstanding, and (b) in the case of proceeds or awards that relate to Equipment or Real Estate, applied first to the Term Loan and then to any other Obligations; provided that if requested by Borrowers in writing within 30 days after Agent’s receipt of such proceeds relating to Equipment or Real Estate and if no Default or Event of Default exists, Borrowers may apply such proceeds to repair or replace the damaged or destroyed Equipment or Real Estate so long as (1) such repair or replacement is promptly undertaken and concluded, (2) the repaired or replaced Property is at all times free and clear of Liens other than Permitted Liens and permits Borrowers to resume productivity comparable to Borrowers’ productivity levels prior to the loss,

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

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

8.4.4 Appraisals. Agent reserves the right, exercisable from time to time hereafter in Agent’s credit judgment, to require each Borrower and each Guarantor to obtain, and each Borrower and each Guarantor shall promptly obtain, at Borrowers’ expense, appraisals or updates to existing appraisals reflecting then current values of the Equipment, Inventory, or Intellectual Property of Borrowers; provided, however, that unless a Default or Event of Default exists, not more than one such appraisal of Equipment annually and not more than two such appraisals of Inventory (not including an initial appraisal of Inventory acquired pursuant to any Acquisition) or Intellectual Property annually shall be conducted at Borrowers’ expense. Nothing herein shall be construed to prohibit Agent from obtaining any such appraisal, either directly or through any Agent Professional, and charging the cost of any such appraisal to Borrowers, subject to the limitations hereinabove set forth.

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

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

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

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

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

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

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

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

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

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

(p)        By deleting Exhibit A-1, Exhibit A-2, Exhibit B, Exhibit C, Exhibit D, Exhibit E, Exhibit G and Exhibit H to the Credit Agreement in their entireties and by substituting in lieu thereof, respectively, Exhibit A-1, Exhibit A-2, Exhibit B, Exhibit C, Exhibit D, Exhibit E, Exhibit G and Exhibit H attached to this Amendment.

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

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

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

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

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

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

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

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

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

(v)         Evidence of Perfection and Priority of Liens. Agent shall have received confirmation that all UCC-1 financing statements and other Security Documents required to be filed or recorded to perfect the Liens of Agent in Collateral (excluding only Intellectual Property which is registered in countries other than the United States) have been filed and evidence in form satisfactory to Agent and Lenders that such Liens will constitute valid and perfected security interests and Liens, and that there are no other Liens upon Collateral except for Permitted Liens.

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

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

(viii)       Insurance. Agent shall have received certified copies of the casualty insurance policies of each Borrower with respect to Collateral and business interruption insurance policies, together with loss payable endorsements on Agent’s standard form of loss payee endorsement naming Agent as loss payee with respect to each such policy and certified copies of each Borrower’s liability insurance policies, including product liability policies, together with endorsements naming Agent as an additional insured, all as required by the Credit Documents.

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

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

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

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

(xiii)       No Litigation. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Amendment, the Credit Agreement or any of the other Credit Documents or the consummation of the transactions contemplated hereby or thereby.

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

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

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

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

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

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

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

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internal laws of the State of New York (without giving effect to the conflict of laws principles thereof, other than Section 5-1401 of the New York General Obligations Law).

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

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

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

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

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

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

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

[Signatures begin on next page]

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

EXISTING BORROWER:

REMINGTON ARMS COMPANY , INC.

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

Address:

870 Remington Drive

Madison, North Carolina 27025

Attention: President

Telecopier No.: (336) 548-7801

NEW BORROWERS:

RA BRANDS, L.L.C.

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

Address:

870 Remington Drive

Madison, North Carolina 27025

Attention: President

Telecopier No.: (336) 548-7801

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AGENT:

WACHOVIA BANK, NATIONAL

ASSOCIATION, as Agent

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

Address:

301 South College Street

Charlotte, North Carolina 28288

Attention: Bruce Rhodes

Telecopier No.: (704) 374-2703

LENDERS:

WACHOVIA BANK, NATIONAL

ASSOCIATION

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

Revolver Commitment: $65,444,445.00

Term Loan Commitment: $10,555,555.00

Address:

301 South College Street

Charlotte, North Carolina 28288

Attention: ____________________

Telecopier No.: (704) 374-2703

LIBOR Lending Office:

301South College Street

Charlotte, North Carolina 28288

Attention: _____________________

Telecopier No.: (704) 374-2703

-22-

BANK OF AMERICA, N.A.

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

Address:

335 Madison Avenue, 6^th Floor

New York, New York 10017

Attention: Lawrence P. Garni

Telecopier No.: (212) 503-7340

LIBOR Lending Office:

Bank of America, N.A.

20975 Swenson Drive, Suite 200

Waukesha, Wisconsin 53186

Attention: Karla Brown

Telecopier No.: (262) 798-4883

-23-

NATIONAL CITY BUSINESS

CREDIT, INC.

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

Address:

1965 East Sixth Street, 4^TH Floor

Locator 01-3049

Cleveland, Ohio 44114

Attention: Tom Buda

Telecopier No.: (216) 222-9555

LIBOR Lending Office:

1965 East Sixth Street, 4^TH Floor

Locator 01-3049

Cleveland, Ohio 44114

Attention: Montreal Phillips

Telecopier No.: (216) 222-9555

-24-

CONSENT AND REAFFIRMATION

(PLEDGOR)

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

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

RACI HOLDING, INC.

By:   /s/ Stephen P. Jackson, Jr.                                  

Name:      Stephen P. Jackson, Jr.                                

           Title:          CFO, Treasurer, Secretary              

EXHIBIT A-1

FORM OF SECOND AMENDED AND RESTATED REVOLVER NOTE

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

FOR VALUE RECEIVED, the undersigned, REMINGTON ARMS COMPANY, INC., a Delaware corporation, and RA BRANDS, L.L.C., a Delaware limited liability company (individually, a “Borrower” and collectively, the “Borrowers”), hereby unconditionally, and jointly and severally, promise to pay to the order of (herein, together with any subsequent holder hereof, called the “Holder”) the principal sum of $_______________ or such lesser sum as may constitute Holder’s Pro Rata share of the outstanding principal amount of all Revolver Loans pursuant to the terms of the Credit Agreement (as defined below) on the date on which such outstanding principal amounts become due and payable pursuant to Section 5.2 of the Credit Agreement, in strict accordance with the terms thereof. Borrowers likewise unconditionally, and jointly and severally, promise to pay to Holder interest from and after the date hereof on Lender’s Pro Rata share of the outstanding principal amount of Revolver Loans at such interest rates, payable at such times, and computed in such manner as are specified in Section 3.1 of the Credit Agreement, in strict accordance with the terms thereof.

This Second Amended and Restated Revolver Note (“Note”) is issued pursuant to, and is one of the “Revolver Notes” referred to in, the Amended and Restated Credit Agreement dated March 15, 2006 (as the same may be amended from time to time, the “Credit Agreement”), among Borrowers, the financial institutions from time to time parties thereto as lenders (“Lenders”), Wachovia Bank, National Association, as Administrative and Collateral Agent for Lenders (in such capacity, “Agent”), Bank of America, N.A. as Syndication Agent, and National City Business Credit, Inc. as Documentation Agent, and Holder is and shall be entitled to all benefits thereof and of all Credit Documents executed and delivered in connection therewith. All capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to such terms in the Credit Agreement.

The repayment of the principal balance of this Note shall be made in the manner and to the extent stated in Section 5.2 of the Credit Agreement. The entire unpaid principal balance and all accrued interest on this Note shall be due and payable immediately upon the Commitment Termination Date.

All payments of principal and interest shall be made in U.S. Dollars in immediately available funds as specified in the Credit Agreement.

Upon or after the occurrence of an Event of Default and for so long as such Event of Default exists, the principal balance and all accrued interest of this Note may be declared due and payable in the manner and with the effect provided in the Credit Agreement, and the unpaid principal balance hereof shall bear interest at the Default Rate as and when provided in Section 3.1.5 of the Credit Agreement. Borrowers agree to pay, and save Holder harmless against any liability for the payment of, all costs and expenses, including, but not limited to, reasonable attorneys’ fees, if this Note is collected by or through an attorney-at-law.

All principal amounts of Revolver Loans made by Holder to Borrowers pursuant to the Credit Agreement, and all accrued and unpaid interest thereon, shall be deemed outstanding under this Note and shall continue to be owing by Borrowers until paid in accordance with the terms of this Note and the Credit Agreement.

In no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof or otherwise, shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permissible under any law which a court of competent jurisdiction may deem applicable hereto; and, in the event of any such payment inadvertently paid by a Borrower or inadvertently received by Holder, such excess sum shall be, at such Borrower’s option, returned to such Borrower forthwith or credited as a payment of principal, but shall not be applied to the payment of interest. It is the intent hereof that Borrowers not pay or contract to pay, and that Holder not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrowers under Applicable Law.

Time is of the essence of this Note. To the fullest extent permitted by Applicable Law, each Borrower, for itself and its legal representatives, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and the benefit of any exemption or insolvency laws.

Wherever possible each provision of this Note shall be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of this Note shall be prohibited or invalid under Applicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. No delay or failure on the part of Holder in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Holder of any right or remedy preclude any other right or remedy. Agent may, at its option, enforce its rights against any Collateral securing this Note without enforcing its rights against any Borrower, any guarantor of the indebtedness evidenced hereby or any other property or indebtedness due or to become due to any Borrower. Each Borrower agrees that, without releasing or impairing Borrowers’ liability hereunder, Agent or any Holder may at any time release, surrender, substitute or exchange any Collateral securing this Note and may at any time release any party primarily or secondarily liable for the indebtedness evidenced by this Note.

The rights of Holder and obligations of Borrowers hereunder shall be construed in accordance with and governed by the laws (without giving effect to the conflict of law principles thereof other than Section 5-1401 of the New York General Obligations Law) of the State of New York.

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

-2-

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

REMINGTON ARMS COMPANY, INC.

By:______________________________________

Title:___________________________________

RA BRANDS, L.L.C.

By:______________________________________

Title:___________________________________

-3-

EXHIBIT A-2

FORM OF THIRD AMENDED AND RESTATED SETTLEMENT NOTE

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

FOR VALUE RECEIVED, the undersigned, REMINGTON ARMS COMPANY, INC., a Delaware corporation, and RA BRANDS, L.L.C., a Delaware limited liability company (individually, a “Borrower” and collectively, the “Borrowers”), hereby unconditionally, and jointly and severally, promise to pay to the order of WACHOVIA BANK, NATIONAL ASSOCIATION (herein, together with any subsequent holder hereof, called “Wachovia”) the principal sum of $10,000,000 or such lesser sum as may constitute the outstanding principal amount of all Settlement Loans pursuant to the terms of the Credit Agreement (as defined below) on the date on which such outstanding principal amounts become due and payable pursuant to the Credit Agreement, in strict accordance with the terms thereof. Borrowers likewise unconditionally, and jointly and severally, promise to pay to Wachovia interest from and after the date hereof on the outstanding principal amount of Settlement Loans at such interest rates, payable at such times, and computed in such manner as are specified in Section 3.1 of the Credit Agreement, in strict accordance with the terms thereof.

This Third Amended and Restated Settlement Note (“Note”) is issued pursuant to, and is the “Settlement Note” referred to in, the Amended and Restated Credit Agreement dated March 15, 2006 (as the same may be amended, restated, modified or supplemented, from time to time, the “Credit Agreement”), among Borrowers, the financial institutions from time to time parties thereto as lenders (“Lenders”), Wachovia Bank, National Association, as Administrative and Collateral Agent for Lenders (in such capacity, “Agent”), Bank of America, N.A. as Syndication Agent, and National City Business Credit, Inc. as Documentation Agent, and Wachovia is and shall be entitled to all benefits thereof and of all Credit Documents executed and delivered in connection therewith. All capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to such terms in the Credit Agreement.

The repayment of the principal balance of this Note shall be made in the manner and to the extent stated in Section 5.2 of the Credit Agreement. The entire unpaid principal balance and all accrued interest on this Note shall be due and payable immediately upon the Commitment Termination Date.

All payments of principal and interest shall be made in U.S. Dollars in immediately available funds as specified in the Credit Agreement.

Upon or after the occurrence of an Event of Default and for so long as such Event of Default exists, the principal balance and all accrued interest of this Note may be declared due and payable in the manner and with the effect provided in the Credit Agreement, and the unpaid principal balance hereof shall bear interest at the Default Rate as and when provided in Section 3.1.5 of the Credit Agreement. Borrowers agree to pay, and save Wachovia harmless against any liability for the payment of, all costs and expenses, including, but not limited to, reasonable attorneys’ fees, if this Note is collected by or through an attorney-at-law.

All principal amounts of Settlement Loans made by Wachovia to Borrowers pursuant to the Credit Agreement, and all accrued and unpaid interest thereon, shall be deemed outstanding under

this Note and shall continue to be owing by Borrowers until paid in accordance with the terms of this Note and the Credit Agreement.

In no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof or otherwise, shall the amount paid or agreed to be paid to Wachovia for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permissible under any law which a court of competent jurisdiction may deem applicable hereto; and, in the event of any such payment inadvertently paid by any Borrower or inadvertently received by Wachovia, such excess sum shall be, at such Borrower’s option, returned to such Borrower forthwith or credited as a payment of principal, but shall not be applied to the payment of interest. It is the intent hereof Borrowers not pay or contract to pay, and that Wachovia not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrowers under Applicable Law.

Time is of the essence of this Note. To the fullest extent permitted by Applicable Law, each Borrower, for itself and its legal representatives, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and the benefit of any exemption or insolvency laws.

Wherever possible each provision of this Note shall be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of this Note shall be prohibited or invalid under Applicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. No delay or failure on the part of Wachovia in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Wachovia of any right or remedy preclude any other right or remedy. Agent may, at its option, enforce its rights against any Collateral securing this Note without enforcing its rights against any Borrower, any Guarantor of the indebtedness evidenced hereby or any other property or indebtedness due or to become due to Borrowers. Each Borrower agrees that, without releasing or impairing such Borrower’s liability hereunder, Agent or Holder may at any time release, surrender, substitute or exchange any Collateral securing this Note and may at any time release any party primarily or secondarily liable for the indebtedness evidenced by this Note.

The rights of Wachovia and obligations of Borrowers hereunder shall be construed in accordance with and governed by the laws (without giving effect to the conflict of law principles thereof other than Section 5-1401 of the New York General Obligations Law) of the State of New York.

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

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

-2-

REMINGTON ARMS COMPANY, INC.

By:______________________________________

Title:___________________________________

RA BRANDS, L.L.C.

By:______________________________________

Title:___________________________________

-3-

EXHIBIT A-3

FORM OF TERM NOTE

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

FOR VALUE RECEIVED, the undersigned, REMINGTON ARMS COMPANY, INC., a Delaware corporation, and RA BRANDS, L.L.C., a Delaware limited liability company (individually, a “Borrower” and collectively, the “Borrowers”), hereby unconditionally, and jointly and severally, promise to pay the order of _______________________________ (herein, together with any subsequent holder hereof, called the “Holder”), the principal sum of $_________, or so much thereof as represents Holder’s Pro Rata share of the outstanding principal amount of the Term Loan pursuant to the terms of the Credit Agreement (as defined below), on the dates on which such outstanding principal amounts become due and payable pursuant to Section 5.3 of the Credit Agreement, in strict accordance with the terms thereof. Borrowers likewise unconditionally, and jointly and severally, promise to pay to Holder interest from and after the date hereof on the unpaid principal balance hereof at such interest rates, payable at such times and computed in such manner as are specified in Section 3.1 of the Credit Agreement, in strict accordance with the terms thereof.

This Term Note (“Note”) is issued pursuant to, and is one of the “Term Notes” referred to in, the Amended and Restated Credit Agreement dated March 15, 2006 (as the same may be amended, restated, modified or supplemented, from time to time, the “Credit Agreement”), among Borrowers, the financial institutions from time to time parties thereto as lenders (“Lenders”), Wachovia Bank, National Association, as Administrative and Collateral Agent for Lenders (in such capacity, “Agent”), Bank of America, N.A. as Syndication Agent, and National City Business Credit, Inc. as Documentation Agent, and Holder is and shall be entitled to all benefits thereof and of all Credit Documents executed and delivered in connection therewith. This Note is subject to certain restrictions on transfer or assignment as provided in the Credit Agreement. All capitalized terms used herein, unless otherwise defined herein, shall have the meanings ascribed to such terms in the Credit Agreement.

This Note is subject to mandatory prepayment in accordance with the provisions of Section 5.3.3 of the Credit Agreement and to prepayment premiums in accordance with the provisions of Section 5.3.4 of the Credit Agreement. Notwithstanding anything to the contrary contained herein, the entire unpaid principal balance and all accrued interest on this Note shall be due and payable immediately upon the Commitment Termination Date.

All payments of principal and interest shall be made in U.S. Dollars in immediately available funds as specified in the Credit Agreement.

Upon or after the occurrence of an Event of Default and for so long as such Event of Default exists, the principal balance and all accrued interest of this Note may be declared due and payable in the manner and with the effect provided in the Credit Agreement, and the unpaid principal balance hereof shall bear interest at the Default Rate as and when provided in Section 3.1.5 of the Credit Agreement. Borrowers agree to pay, and save Wachovia harmless against any liability for the payment of, all costs and expenses, including, but not limited to, reasonable attorneys’ fees, if this Note is collected by or through an attorney-at-law.

In no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof or otherwise, shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of money advanced hereunder exceed the highest lawful rate permissible under any law which a court of competent jurisdiction may deem applicable hereto; and, in the event of any such payment inadvertently paid by any Borrower or inadvertently received by Holder, such excess sum shall be, at such Borrower’s option, returned to such Borrower forthwith or credited as a payment of principal but shall not be applied to the payment of interest. It is the intent hereof that Borrowers not pay or contract to pay, and that Holder not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Borrowers under Applicable Law.

Time is of the essence of this Note. To the fullest extent permitted by Applicable Law, each Borrower, for itself and its legal representatives, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and the benefit of any exemption or insolvency laws.

Wherever possible each provision of this Note shall be interpreted in such a manner as to be effective and valid under Applicable Law, but if any provision of this Note shall be prohibited or invalid under Applicable Law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or remaining provisions of this Note. No delay or failure on the part of Holder in the exercise of any right or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in any default, nor shall any single or partial exercise by Holder of any right or remedy preclude any other right or remedy. Agent, at its option, may enforce its rights against any Collateral securing this Note without enforcing its rights against any Borrower, any Guarantor of the indebtedness evidenced hereby or any other property or indebtedness due or to become due to Borrowers. Each Borrower agrees that, without releasing or impairing such Borrower’s liability hereunder, Agent or Holder may at any time release, surrender, substitute or exchange any Collateral securing this Note and may at any time release any party primarily or secondarily liable for the indebtedness evidenced by this Note.

The rights of Holder and obligations of Borrowers hereunder shall be construed in accordance with and governed by the laws (without giving effect to the conflict of law principles thereof other than Section 5-1401 of the New York General Obligations Law) of the State of New York.

-2-

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

REMINGTON ARMS COMPANY, INC.

By:______________________________________

Title:___________________________________

RA BRANDS, L.L.C.

By:______________________________________

Title:___________________________________

-3-

EXHIBIT B

Form of Letter of Credit Request

TO: Lenders listed in that certain Amended and Restated Credit Agreement dated March 15, 2006 (as amended, restated, modified or supplemented, the “Credit Agreement”), among Remington Arms Company, Inc., and the other borrowers named therein, the Lenders listed herein and Wachovia Bank, National Association, as Agent (“Agent”)

Pursuant to Section 2.3.1 of the Credit Agreement, the undersigned authorized officer of the undersigned Borrowers hereby requests [a] Letter[s] of Credit as follows:

Face Amount Date of Issuance Expiry Date Letter of Credit Purpose Name and Address of Beneficiary

The undersigned hereby certifies that the amount of the outstanding LC Obligations prior to giving effect to any Letter of Credit requested hereby is equal to $_____________.

Unless otherwise defined herein, terms defined in the Credit Agreement shall have the same meaning in this notice.

Date: ____________________, 200___.

REMINGTON ARMS COMPANY, INC.

By:______________________________________

Title:___________________________________

RA BRANDS, L.L.C.

By:______________________________________

Title:___________________________________

EXHIBIT C

Form of Notice of Conversion/Continuation

Date ______________, 200_

Wachovia Bank, National Association, as Agent

301 South College Street

6^th Floor

Charlotte, North Carolina 28288

Attention: _______________________

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

Gentlemen:

This Notice of Conversion/Continuation is delivered to you pursuant to Section 3.1.2 of the Credit Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. Borrowers hereby give notice of their request as follows:

Check as applicable:

 A conversion of Loans from one Type to another, as follows:

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

(ii) The Type of Loans to be converted pursuant hereto are presently __________________ [select either Euro-Dollar Loans or Base Rate Loans] in the principal amount of $_____________ outstanding as of the Conversion Date;

(iii) The portion of the aforesaid Loans to be converted on the Conversion Date is $_____________ (the “Conversion Amount”);

(iv) The Conversion Amount is to be converted into a ____________ [select either a Euro-Dollar Loan or a Base Rate Loan] (the “Converted Loan”) on the Conversion Date.

(v) [In the event Borrowers select a Euro-Dollar Loan:] Borrowers hereby request that the Interest Period for such Converted Loan be for a duration of _____ [insert length of Interest Period].

 A continuation of Loans which are Euro-Dollar Loans for a new Interest Period, as follows:

(i) The requested date of the proposed continuation is _______________, _____ (the “Continuation Date”);

(ii) The aggregate amount of such Euro-Dollar Loans subject to such continuation is $__________________;

(iii) The duration of the selected Interest Period for such Euro-Dollar Loans which are the subject of such continuation is: _____________ [select duration of applicable Interest Period];

Each Borrower hereby ratifies and reaffirms all of its liabilities and obligations under the Credit Documents and certifies that no Default or Event of Default exists on the date hereof.

Borrowers have caused this Notice of Conversion/Continuation to be executed and delivered by their duly authorized representatives, this _______ day of ______________, 200_.

REMINGTON ARMS COMPANY, INC.

By:______________________________________

Title:___________________________________

RA BRANDS, L.L.C.

By:______________________________________

Title:___________________________________

-2-

EXHIBIT D

Form of Notice of Borrowing

Date ____________, 200_

Wachovia Bank, National Association, as Agent

301 South College Street

6^th Floor

Charlotte, North Carolina 28288

Attention: _________________

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

Gentlemen:

This Notice of Borrowing is delivered to you pursuant to Section 4.1.1 of the Credit Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. Borrowers hereby request a Revolver Loan in the aggregate principal amount of $______________, to be made on _____________, 200 _, to be disbursed to the Funding Account, and to consist of:

Check as applicable: □ Base Rate Loans in the aggregate principal amount of $_____________

□ Euro-Dollar Loans in the aggregate principal amount of $___________, with Interest Periods as follows:

(i) As to $_____________, an Interest Period of ______ month(s);

(ii) As to $_____________, an Interest Period of ______ months;

(iii) As to $_____________, an Interest Period of ______ months.

Each Borrower hereby ratifies and reaffirms all of its liabilities and obligations under the Credit Documents and hereby certifies that no Default or Event of Default exists on the date hereof.

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

Borrowers have caused this Notice of Borrowing to be executed and delivered by their duly authorized representative, this ______ day of _____________, 200_.

REMINGTON ARMS COMPANY, INC.

By:______________________________________

Title:___________________________________

RA BRANDS, L.L.C.

By:______________________________________

Title:___________________________________

-2-

EXHIBIT E

FORM OF COMPLIANCE CERTIFICATE

[Letterhead of Remington]

Date: _____________, 200__

Wachovia Bank, National Association, as Agent

301 South College Street

6^th Floor

Charlotte, North Carolina 28288

Attention: ________________________

Reference is hereby made to the Amended and Restated Credit Agreement dated March 15, 2006, by and among Remington Arms Company, Inc., the other borrowers named therein. (each a “Borrower” and collectively, “Borrowers”), certain “Lenders” from time to time parties thereto, Wachovia Bank, National Association, as Administrative and Collateral Agent for such Lenders, Bank of America, N.A., as Syndication Agent, and National City Business Credit, Inc., as Documentation Agent (as at any time amended, restated, modified or supplemented, the “Credit Agreement”). Capitalized terms used in this Compliance Certificate, unless otherwise defined herein, shall have the meanings ascribed to them in the Credit Agreement.

Pursuant to Section 10.1.3 of the Credit Agreement, the undersigned, the chief financial officer of Borrowers, hereby certifies to the Agent and the Lenders that (1) the information contained in the Compliance Checklist attached hereto is true, accurate and complete in all material respects as of __________, 200__, and (2), except as expressly stated in the Compliance Certificate attached hereto: (a) no Default or Event of Default is in existence on and as of the date hereof, (b) as of the date hereof, each Borrower is current in its payment of all accrued rent and other charges to Persons who own or lease any premises where any of the Collateral is located or who provide processing or logistics services with respect to any of the Collateral at any location, and there are no pending disputes or claims regarding such Borrower’s failure to pay or delay in payment of any such rent or other charges, and (c) as of the date hereof, each Borrower and each of its Subsidiaries has filed all federal, state, municipal, local, and foreign tax returns and other reports it is required by law to file and has paid, all Taxes upon it, its income and Properties (including all federal excise taxes), prior to the date on which such Taxes became delinquent, in each case except to the extent that such Taxes are being Properly Contested and except where the same could not reasonably be expected to have a Material Adverse Effect.

REMINGTON ARMS COMPANY, INC.

By:______________________________________

Title:___________________________________

RA BRANDS, L.L.C.

By:______________________________________

Title:___________________________________

-2-

REMINGTON ARMS COMPANY, INC. - COMPLIANCE CHECKLIST

AFFIRMATIVE COVENANTS

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

NEGATIVE COVENANTS

In compliance	Not in compliance	Covenant
□	□	Fundamental Changes. (Section 10.2.1)
□	□	Loans. (Section 10.2.2)
□	□	Permitted Debt. (Section 10.2.3)
□	□	Affiliate Transactions. (Section 10.2.4)
□	□	Limitation on Liens. (Section 10.2.5)
□	□	Subordinated Debt. (Section 10.2.6)
□	□	Restricted Payments. (Section 10.2.7)
□	□	Disposition of Assets. (Section 10.2.9)
□	□	Bill-and-Hold Sales, Etc. (Section 10.2.11)
□	□	Restricted Investments. (Section 10.2.12)
□	□	Acquisitions. (Section 10.2.13)
□	□	Tax Consolidation. (Section 10.2.15)
□	□	Fiscal Year. (Section 10.2.16)
□	□	Organization Documents. (Section 10.2.17)
□	□	Conduct of Business. (Section 10.2.18)
□	□	Subsidiaries. (Section 10.2.19)
□	□	Restrictions on Upstream Payments. (Section 10.2.20)
□	□	Hedging Agreements. (Section 10.2.21)
□	□	Factoring Documents. (Section 10.2.22)
□	□	Licenses of Intellectual Property. (Section 10.2.23)

FINANCIAL COVENANTS

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

In compliance	Not in compliance	Covenant
□         (i) (ii) (iii)     (iv)   (a)     (i) (ii) (iii)   (b)	□ __ to 1.0 $_____________ $_____________ $_____________ $_____________   $ _____________ $_____________ $_____________ $_____________ $_____________	Consolidated Fixed Charge Coverage Ratio. (Section 10.3.1) [Required at any time that the Minimum Availability Condition is not satisfied]   The ratio of (a) Consolidated Adjusted EBITDA to (b) Consolidated Fixed Charges for the Most Recent Covenant Test Period of at least 1.1 to 1.0.   (a) Consolidated Adjusted EBITDA: (i) Consolidated EBITDA, less (ii) Capital Expenditures paid, less (iii) Restricted Payments paid, to the extent permitted by Section 10.2.7 of the Credit Agreement, less (iv) cash provisions for taxes paid based on income, provided that the amount of such cash provisions for taxed based on income may not be less than zero. (b)  Consolidated Fixed Charges:       (i) Consolidated Interest Expense, plus (ii) scheduled principal payments of any long-term Debt coming due in the next period of equal length, plus (iii) payments made with respect to Capitalized Lease Obligations

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

ENVIRONMENTAL COVENANTS

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

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

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

EXHIBIT G

FORM OF ASSIGNMENT AND ACCEPTANCE

Dated as of ______, 200_

Reference is made to the Amended and Restated Credit Agreement dated March 15, 2006 (at any time amended, restated, modified or supplemented, the “Credit Agreement”), among REMINGTON ARMS COMPANY, INC., a Delaware corporation, the other borrowers named therein (individually, a “Borrower” and collectively, the “Borrowers”), the financial institutions from time to time party to the Credit Agreement (“Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as Administrative and Collateral Agent for Lenders (in such capacity, the “Agent”), BANK OF AMERICA, N.A. , in its capacity as Syndication Agent, and NATIONAL CITY BUSINESS CREDIT, INC., in its capacity as Documentation Agent. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

____________________________ (the “Assignor”) and ________________________________ (the “Assignee”) agree as follows:

1)          (A) Assignor hereby assigns to Assignee and Assignee hereby purchases and assumes from Assignor (i) a principal amount of $________ of the outstanding Revolver Loans held by Assignor (which amounts, according to the records of Agent, represent _______% of the total principal amount of outstanding Revolver Loans) and (ii) a principal amount of $__________ of Assignor’s Revolver Commitment (which amount includes Assignor’s outstanding Revolver Loans being assigned to Assignee pursuant to clause (i) above and which, according to the records of Agent, represents ____% of the total Revolver Commitments of Lenders under the Credit Agreement); (B) Assignor hereby assigns to Assignee and Assignee hereby purchases and assumes from Assignor (i) a principal amount of $________ of the outstanding Term Loan and (ii) a principal amount of $_________ of Assignor’s Term Loan Commitment (which amount includes Assignor’s outstanding Term Loan Advance being assigned to Assignee pursuant to clause (B)(i) above and which, according to the records of Agent, represents ________% of the total Term Loan Commitments of the Lenders under the Credit Agreement) (the items described in (A) and (B) above being herein collectively referred to as (the “Assigned Interests”), together with an interest in the Credit Documents corresponding to the Assigned Interest. This Agreement shall be effective from the date (the “Assignment Effective Date”) on which Assignor receives both (x) the principal amount of the Assigned Interest in the Revolver Loans on the Assignment Effective Date, if any, and (y) a copy of this Agreement duly executed by Assignee. From and after the Assignment Effective Date, Assignee hereby expressly assumes, and undertakes to perform, all of Assignor’s obligations in respect of Assignor’s Revolver Commitments to the extent, and only to the extent, of Assignee’s Assigned Interest, and all principal, interest, fees and other amounts which would otherwise be payable to or for Assignor’s account in respect of the Assigned Interest shall be payable to or for Assignee’s account, to the extent such amounts have accrued subsequent to the Assignment Effective Date.

2)          Assignor (i) represents that as of the date hereof, the aggregate of its Commitments under the Credit Agreement (without giving effect to assignments thereof, which have not yet become effective) is $__________, and the outstanding balance of its Loans (unreduced by any assignments thereof, which have not yet become effective) is $__________; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto, other than that Assignor is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no

responsibility with respect to the financial condition of Borrowers, the performance or observance by any Borrower of any of its obligations under the Credit Agreement or any of the Credit Documents[; and (iv) attaches the Notes held by it and requests that Agent exchange such Notes for new Notes payable to Assignee and the Assignor in the principal amounts set forth on Schedule Ahereto].

3)          Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to the terms thereof, and copies of such other Credit Documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it shall, independently and without reliance upon Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iv) confirms that it is eligible to become an Assignee; (v) appoints and authorizes Agent to take such action as Agent on its behalf and to exercise such powers under the Credit Documents as are delegated to Agent, by the terms thereof, together with such powers as are incidental thereto; (vi) agrees that it will strictly observe and perform all the obligations that are required to be performed by it as a “Lender” under the terms of the Credit Agreement and the other Credit Documents; and (vii) agrees that it will keep confidential all information with respect to Borrower furnished to it by Borrower or the Assignor to the extent provided in the Credit Agreement.

4)          Assignor acknowledges and agrees that it will not sell or otherwise dispose of the Assigned Interests or any portion thereof, or grant any participation therein, in a manner which, or take any action in connection therewith which, would violate the terms of any of the Credit Documents.

5)          This Agreement and all rights and obligations shall be interpreted in accordance with and governed by the laws of the State of New York. If any provision hereof would be invalid under Applicable Law, then such provision shall be deemed to be modified to the extent necessary to render it valid while most nearly preserving its original intent; no provision hereof shall be affected by another provision’s being held invalid.

6)          Each notice or other communication hereunder shall be in writing, shall be sent by messenger, by telecopy or facsimile transmission or by first-class mail, shall be deemed given when sent and shall be sent as follows:

If to Assignee, to the following address (or to such other address as Assignee may designate from time to time):

__________________________

__________________________

__________________________

If to Assignor, to the following address (or to such other address as Assignor may designate from time to time):

__________________________

__________________________

__________________________

__________________________

Payments hereunder shall be made by wire transfer of immediately available U.S. Dollars as follows:

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If to Assignee, to the following account (or to such other account as Assignee may designate from time to time):

__________________________

ABA No.__________________

__________________________

Account No.________________

Reference: _________________

If to Assignor, to the following account (or to such other account as Assignor may designate from time to time):

__________________________

__________________________

__________________________

ABA No.__________________

For Account of:_____________

Reference: ________________

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed and delivered by their respective duly authorized officers, as of the date first above written.

[NAME OF ASSIGNOR]

(“Assignor”)

By:_________________________________
      Title:_____________________________

[NAME OF ASSIGNEE]

(“Assignee”)

By:_________________________________
      Title:_____________________________

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SCHEDULE A TO ASSIGNMENT AND ACCEPTANCE

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EXHIBIT H

FORM OF NOTICE

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

The Assignor hereby notifies Borrowers and Agent of Assignor’s intent to assign to Assignee pursuant to the Assignment Agreement a principal amount of (i) $________ of the outstanding Revolver Loans held by Assignor, (ii) $___________ of Assignor’s Revolver Commitment (which amount includes the Assignor’s outstanding Revolver Loans being assigned to Assignee pursuant to clause (i) above), (iii) $_______________ of the outstanding Term Loan Advance held by Assignor, and (iv) $_____________ of Assignor’s Term Loan Commitment (which amount includes Assignor’s outstanding portion of the Term Loan Advance being assigned to Assignee pursuant to clause (iii) above), together with an interest in the Credit Documents corresponding to the interest in the Loans and Commitments so assigned. Pursuant to the Assignment Agreement, Assignee has expressly assumed all of Assignor’s obligations under the Credit Agreement to the extent of the Assigned Interest (as defined in the Assignment Agreement).

For purposes of the Credit Agreement, Agent shall deem Assignor’s share of the Revolver Commitment and Term Loan Commitment to be reduced by $_________ and $_________ respectively, and Assignee’s share of the Revolver Commitment and Term Loan Commitment to be increased by $_________ and $_________ respectively.

The address of the Assignee to which notices, information and payments are to be sent under the terms of the Credit Agreement is:

________________________

________________________

________________________

________________________

Assignees LIBOR Lending Office address is as follows:

________________________

________________________

________________________

________________________

This Notice is being delivered to Borrowers and Agent pursuant to the Credit Agreement. Please acknowledge your receipt of this Notice by executing and returning to Assignee and Assignor a copy of this Notice.

IN WITNESS WHEREOF, the undersigned have caused the execution of this Notice, as of _________________, 200_.

[NAME OF ASSIGNOR]

(“Assignor”)

By:_________________________________
      Title:_____________________________

[NAME OF ASSIGNEE]

(“Assignee”)

By:_________________________________
      Title:_____________________________

ACKNOWLEDGED AND AGREED TO

AS OF THE DATE SET FORTH ABOVE:

BORROWERS:

REMINGTON ARMS COMPANY, INC.

By:____________________________

Title:_________________________

RA BRANDS, L.L.C.

By:____________________________

Title:_________________________

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WACHOVIA BANK, NATIONAL ASSOCIATION,

as Agent

By:____________________________

Title:_________________________

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EXHIBIT I

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

Reference is made to the Loan(s) held by the undersigned pursuant to the Amended and Restated Credit Agreement (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), made on March 15, 2006, by and among Remington Arms Company, Inc., a Delaware corporation (“Remington”), the other borrowers named therein (together with Remington, the “Borrowers”), the various financial institutions from time to time parties thereto (the “Lenders”), Wachovia Bank, National Association, a national banking association in its capacity as administrative and collateral agent for the Lenders (the “Agent”), Bank of America, N.A., in its capacity as syndication agent and National City Business Credit, Inc., in its capacity as documentation agent. The undersigned hereby certifies under penalties of perjury that:

(1)	The undersigned is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) registered in its name;
(2)	The income from the Loan(s) held by the undersigned is not effectively connected with the conduct of a trade or business within the United States;
(3)	The undersigned is not a bank (as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the “Code”)), is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any governmental authority, any application made to a rating agency or any qualification for any exemption from any tax, securities law or other legal requirements;
(4)	The undersigned is not a 10-percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code; and
(5)	The undersigned is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(C) of the Code.

The undersigned has furnished you with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall so inform the Borrowers (for the benefit of the Borrowers and the Agent) in writing within thirty days of such change and (2) the undersigned shall furnish the Borrowers (for the benefit of the Borrowers and the Agent) a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrowers to the undersigned, or in either of the two calendar years preceding such payment.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:_______________________

[Address]

Dated:__________________________

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SUPPLEMENTS TO SCHEDULES

FOR BRANDS TO BE ATTACHED BY BORROWERS

Schedule 8.1.1 Business Locations

Schedule 9.1.1 Jurisdictions in Which Each Borrower and Each Subsidiary Is Authorized to Do Business

Schedule 9.1.4	Capital Structure
Schedule 9.1.5	Corporate Names
Schedule 9.1.9	Financial Statements
Schedule 9.1.12	Surety Obligations
Schedule 9.1.13	Tax Identification Numbers of Borrowers and Subsidiaries
Schedule 9.1.18	Contracts Restricting Borrowers’ and Subsidiaries’ Right to Incur Debts
Schedule 9.1.19	Litigation
Schedule 9.1.21	Capitalized and Operating Leases
Schedule 9.1.22	Pension Plans
Schedule 9.1.24	Collective Bargaining Agreements; Labor Controversies
Schedule 9.1.27	Investments
Schedule 9.1.28	Bank Accounts
Schedule 9.1.30	Environmental Matters
Schedule 10.2.5	Permitted Liens
Schedule 10.2.21		Hedging Agreements

EX-10.55

Exhibit 10.55

JOINDER AGREEMENT AND SUPPLEMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS JOINDER AGREEMENT AND SUPPLEMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into this 28th day of January, 2008, by and among REMINGTON ARMS COMPANY, INC., a Delaware corporation and successor by merger to RA Factors, Inc., a Delaware corporation (“Remington”), and RA BRANDS, L.L.C., a Delaware limited liability company (“Brands”), as the existing borrowers, THE MARLIN FIREARMS COMPANY, a Connecticut corporation (“Marlin”), and H&R 1871, LLC, a Connecticut limited liability company (“H&R”; together with Marlin, individually a “New Borrower” and collectively the “New Borrowers”) as the new borrowers (Remington, Bran ds, Marlin and H&R hereafter referred to as “Borrowers”, and each individually as a “Borrower”); WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association with an office at 301 South College Street, Charlotte, North Carolina 28288, in its capacity as administrative and collateral agent (together with its successors in such capacity, “Agent”) for various financial institutions (“Lenders”); and such Lenders.

Recitals:

Agent, Lenders and Remington and Brands are parties to a certain Amended and Restated Credit Agreement dated March 15, 2006, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated May 31, 2007, and that certain Joinder Agreement, Second Amendment and Supplement to Amended and Restated Credit Agreement dated November 13, 2007 (as at any time amended, restated, modified or supplemented, the “Credit Agreement”), pursuant to which Agent and Lenders have made certain revolving credit and term loans to Borrowers.

Borrowers have advised Agent and Lenders of the proposed acquisition by Remington of the capital stock of Marlin pursuant to that certain Stock Purchase Agreement, dated as of December 21, 2007, among Remington, Marlin, the shareholders of Marlin identified on Schedule 1.1 thereto (collectively, the “Sellers”) and Frank Kenna, III, in his capacity as the Shareholders’ Representative (which agreement, together with any and all supplements, additions and amendments thereto, is referred to as the “Purchase Agreement”)(such acquisition hereafter referred to as the “Marlin Acquisition”).

A condition precedent to the Marlin Acquisition constituting a 2007 Permitted Acquisition under (and as defined in) the Credit Agreement is the New Borrowers’execution and delivery of this Agreement.

Marlin, and its wholly-owned subsidiary, H&R, are executing this Agreement to become parties to the Credit Agreement and in order to induce Agent and Lenders to extend credit to Marlin and H&R and to continue to make available credit to the other Borrowers under the Credit Agreement.

The parties now desire to join each of Marlin and H&R as a Borrower and supplement the Credit Agreement as hereinafter set forth.

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

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

2. Joinder of New Borrowers. By their signatures below, and subject to the satisfaction of the other 2007 Permitted Acquisition Conditions, each New Borrower becomes a Borrower under the Credit Agreement with the same force and effect as if originally named therein as a Borrower, and each New Borrower hereby agrees to all the terms and provisions of the Credit Agreement applicable to it as a Borrower thereunder. Each reference to “Borrower” or “Borrowers” in the Credit Agreement shall be deemed to include each New Borrower. Upon the effectiveness of the joinder of each New Borrower to the Credit Agreement, each New Borrower shall be directly and primarily liable as a Borrower for all of the Obligations now or hereafter owing under the Credit Agreement and the other Credit Documents. The Obligations owing by each New Borrower shall be evidenced by the Credit Agreement, the Notes and the other Credit Documents. The parties hereto agree to execute and deliver such instruments, assignments or documents as are necessary under Applicable Law to give effect to or carry out the intent and purposes of the joinder of each New Borrower.

3. Joint and Several Liability; Borrowers’ Representative. Each New Borrower acknowledges that it has requested Agent and Lenders to extend financial accommodations to it and to the other Borrowers in accordance with the provisions of the Credit Agreement, as hereby amended. In accordance with the terms of the Credit Agreement, each New Borrower acknowledges and agrees that it shall be jointly and severally liable for any and all Loans and other Obligations heretofore or hereafter made by Agent and Lenders to any New Borrower or any of the other Borrowers, and for all interest, fees and other charges payable in connection therewith. Each New Borrower shall be liable for, on a joint and several basis, the timely payment by the other Borrowers of, all of the Loans and the other Obligations, regardless of which Borrower actually may have received the proceeds of any Loans or other extensions of credit hereunder or the amount of such Loans received or the manner in which Agent or any Lender accounts for such Loans or other extensions of credit on its books and records, it being acknowledged and agreed that Loans to one Borrower inure to the mutual benefit of all Borrowers and that Agent and Lenders are relying on the joint and several liability of Borrowers in extending the Loans and other financial accommodations under the Credit Agreement. Each New Borrower hereby irrevocably appointsRemington, and Remington agrees to act under the Credit Agreement as, the agent and representative of itself and each New Borrower for all purposes under the Credit Agreement, including requesting Borrowings, selecting whether any Loan or portion thereof is to bear interest as a Base Rate Loan or a Euro-Dollar Loan, and receiving account statements and other notices and communications to Borrowers (or either of them) from Agent. Agent may rely, and shall be fully protected in relying, on any Notice of Borrowing, Notice of Conversion/Continuation, disbursement instructions, reports, information, Borrowing Base Certificate or any other notice or communication made or given by Remington, whether in its own name, on behalf of any Borrower or on behalf of “the Borrowers”.

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

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5. Acknowledgments and Stipulations. Each Borrower acknowledges and stipulates that the Credit Agreement and the other Credit Documents executed by such Borrower are legal, valid and binding obligations of such Borrower that are enforceable against such Borrower in accordance with the terms thereof, except as the enforceability thereof may be limited by laws relating to Insolvency Proceedings or other similar laws of general application affecting the enforcement of creditors’ rights generally or by general equitable principles; all of the Obligations are owing and payable without defense, offset or counterclaim (and to the extent there exists any such defense, offset or counterclaim on the date hereof, the same is hereby waived by each Borrower); the Liens granted by such Borrower in favor of Agent are first priority Liens, subject only to those Permitted Liens which are expressly permitted by the terms of the Credit Documents to have priority over the Liens of Agent; and, as of the close of business on January 25, 2007, the unpaid principal amount of the Revolver Loans totaled $0, the unpaid principal amount of the Term Loan totaled $25,000,000, and the face amount of outstanding Letters of Credit totaled $7,435,000.

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

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

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

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

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

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internal laws of the State of New York (without giving effect to the conflict of laws principles thereof, other than Section 5-1401 of the New York General Obligations Law).

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

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

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

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

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

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

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

[Signatures begin on next page]

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

EXISTING BORROWERS:

REMINGTON ARMS COMPANY , INC.

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

Address:

870 Remington Drive

Madison, North Carolina 27025

Attention: President

Telecopier No.: (336) 548-7801

RA BRANDS, L.L.C.

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

Address:

870 Remington Drive

Madison, North Carolina 27025

Attention: President

Telecopier No.: (336) 548-7801

NEW BORROWERS:

THE MARLIN FIREARMS COMPANY

By:            /s/ Stephen P. Jackson, Jr.                 
Name:      Stephen P. Jackson, Jr.                          
Title:        V.P., Secretary, Treasurer                       

Address:

The Marlin Firearms Company

c/o Remington Arms Company, Inc.

870 Remington Drive

Madison, North Carolina 27025

Attention: Chief Financial Officer

Telecopier No.: (336) 548-7801

Joinder Agreement (Remington)

H&R 1871, LLC

By:            /s/ Stephen P. Jackson, Jr.                 
Name:      Stephen P. Jackson, Jr.                          
Title:        V.P., Secretary, Treasurer                       

Address:

H&R 1871, LLC

c/o Remington Arms Company, Inc.

870 Remington Drive

Madison, North Carolina 27025

Attention: Chief Financial Officer

Telecopier No.: (336) 548-7801

Joinder Agreement (Remington)

AGENT:

WACHOVIA BANK, NATIONAL

ASSOCIATION, as Agent

By:           /s/ Bruce Rhodes                          

Name:     Bruce Rhodes                                 Title:       Director                                           

LENDERS:

WACHOVIA BANK, NATIONAL

ASSOCIATION

By:           /s/ Bruce Rhodes                          

Name:     Bruce Rhodes                                 Title:       Director                                           

BANK OF AMERICA, N.A.

By:          /s/ Lawrence P. Garni                   

Name:     Lawrence P. Garni                          Title:       Sr. Vice President                          

NATIONAL CITY BUSINESS

CREDIT, INC.

By:          /s/ Tom Buda                                 

Name:     Tom Buda                                       Title:       Vice President                               

Joinder Agreement (Remington)

CONSENT AND REAFFIRMATION

(PLEDGOR)

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

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

RACI HOLDING, INC.

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

SUPPLEMENTS TO SCHEDULES

FOR MARLIN AND H&R TO BE ATTACHED BY BORROWERS

Schedule 8.1.1 Business Locations

Schedule 9.1.1 Jurisdictions in Which Each Borrower and Each Subsidiary Is Authorized to Do Business

Schedule 9.1.4	Capital Structure
Schedule 9.1.5	Corporate Names
Schedule 9.1.9	Financial Statements
Schedule 9.1.12	Surety Obligations
Schedule 9.1.13	Tax Identification Numbers of Borrowers and Subsidiaries
Schedule 9.1.18	Contracts Restricting Borrowers’ and Subsidiaries’ Right to Incur Debts
Schedule 9.1.19	Litigation
Schedule 9.1.21	Capitalized and Operating Leases
Schedule 9.1.22	Pension Plans
Schedule 9.1.24	Collective Bargaining Agreements; Labor Controversies
Schedule 9.1.27	Investments
Schedule 9.1.28	Bank Accounts
Schedule 9.1.30	Environmental Matters
Schedule 10.2.5	Permitted Liens
Schedule 10.2.21		Hedging Agreements

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 8.1.1

BUSINESS LOCATIONS

The Marlin Firearms Company	100 Kenna Drive North Haven, Connecticut 06473 126 Bailey Road North Haven, Connecticut 140 Elm Street North Haven, Connecticut
H&R 1871, LLC	60 Industrial Rowe Gardner, Massachusetts 01440 *Green Mountain Rifle Barrel Co1 *QiQihar Hawk, China2

* The two locations are processing sites where raw materials are shipped for further processing

_________________________

1  At 12/31/07, there was $148,622 of H&R Inventory located at this site

2  At 12/31/07, there was $80,607 of H&R Inventory located at this site

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 9.1.1

JURISDICTIONS IN WHICH EACH BORROWER AND EACH SUBSIDIARY IS AUTHORIZED TO DO BUSINESS

The Marlin Firearms Company	Connecticut
H&R 1871, LLC	Connecticut, Massachusetts

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 9.1.4

CAPITAL STRUCTURE

(i)/ (iii) Equity Interest

Shareholder	Jurisdiction of Subsidiary	Equity Interest (%)	Subsidiary
Remington Arms Company, Inc.	Connecticut	100	The Marlin Firearms Company
The Marlin Firearms Company	Connecticut	100	H&R 1871, LLC

(ii) Corporate Affiliate

Affiliate of The Marlin Firearms Company	Nature of Affiliation
H&R 1871, LLC	Subsidiary

Affiliate of H&R 1871, LLC	Nature of Affiliation
The Marlin Firearms Company	Shareholder

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 9.1.5

CORPORATE NAMES

1. Corporate Names (during 5 year period preceding the date of the Agreement):

The Marlin Firearms Company

H&R 1871, LLC

The following trade names:

* Harrington & Richardson

* New England Firearms

* L C Smith

2. Mergers, consolidation etc (during 5 year period preceding the date of the Agreement):

On November 10, 2000, H&R 1871, LLC entered into an Asset Purchase Agreement by and among H&R 1871, Inc., James O. Garrison, David A. Garrison and H&R 1871, LLC.

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 9.1.9

FINANCIAL STATEMENTS

[intentionally blank]

(accounts are not consolidated with those of Remington Arms Company, Inc. but have been provided to Agent)

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 9.1.12

SURETY OBLIGATIONS

None

-2-

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 9.1.13

TAX IDENTIFICATION NUMBERS OF BORROWERS AND SUBSIDIARIES

The Marlin Firearms Company	06-0441640
H&R 1871, LLC	22-3762893

-3-

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 9.1.18

CONTRACTS RESTRICTING BORROWERS’ AND SUBSIDIARIES RIGHT TO INCUR DEBTS

None

-4-

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 9.1.19

LITIGATION

Marlin:

1. Hardy vs. H&R 1871, et al: 2007 product liability lawsuit filed in West Virginia State Court arising from a June 1, 2005 accident. Plaintiff claims permanent hand damage, including partial amputation of the left thumb caused by the exploding of the shotgun barrel. Federal Cartridge Company has also been named as a defendant. The suit was served on Marlin on June 11, 2007 so no other information is known at this time.

2. Dichello v. Marlin Firearms: 2006 Connecticut State Court filing by a former employee alleging employment discrimination, negligence and intentional infliction of emotional distress. Plaintiff was out of work for non-work related reasons. After 26 weeks absence and no indication of return plaintiff was notified that she was being placed on inactive status, subject to medical release. She has claimed she was sexually harassed and terminated in retaliation for her complaints. The Court has dismissed the discrimination count for lack of jurisdiction but allowed the other counts to proceed.

3. DMJ Associates v. Capasso, et al/Exxon Mobil, et al v. Quanta, et al: In the 1970s Marlin contracted with a licensed vendor to legally dispose of certain industrial waste. The contractor allegedly disposed of the product improperly. An initial suit (DMJ Associates v. Capasso, et al) resulted in a settlement by several major parties who were then granted third-party offset rights to pursue claims against those not party to the settlement. A second suit (Exxon Mobil, et al v. Quanta, et al) was brought by these third-party plaintiffs asserting contribution claims against third-party defendants. Marlin and approximately fifty other organizations have been named as contributors for remediation and settlement payments made in connection with an industrial landfill site in Long Island City, New York now know as the Capasso Site. This matter is in the initial stages of discovery.

4. Fernandez v. Marlin Firearms: An October 17, 2007 complaint was brought by an employee of a temporary agency allegedly injured while operating a press on the Marlin’s manufacturing line. The employee alleges negligence on the part of Marlin and seeks damages for his injuries. Marlin has set up a reserve of $35,000 for this matter.

5. Mississippi Products Liability: On December 18, 2007, Marlin was contacted by a Jackson, MS attorney alleging that the barrel of his client’s 1997 Model 30AW split during firing three years ago. The client claims that he has suffered a hearing loss that interferes with his job as a pharmacist. Marlin sent the attorney its standard inquiry and is awaiting details and documentation. Marlin has set up a reserve of $35,000 for this matter.

-5-

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 9.1.21

CAPITALIZED AND OPERATING LEASES

None

-6-

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 9.1.22

PENSION PLANS

The Marlin Firearms Company Employees’ Pension Plan

H&R 1871, LLC and The Marlin Firearms Company each have defined contribution plan (401k) plan

-7-

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 9.1.24

COLLECTIVE BARGAINING AGREEMENTS; LABOR CONTROVERSIES

None

-8-

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 9.1.27

INVESTMENTS

Borrower	Equity Interest (%)
The Marlin Firearms Company	H&R 1871, LLC (100%) Churchill Casualty, Ltd (0.87%)3
H&R 1871, LLC	Sporting Activities Insurance, Ltd (2.56%)4

_________________________

3  Workers’ compensation insurance captive (as of 2/28/06, the last finalized fiscal year end).

4  Product liability insurance captive (as of 11/30/06, the last finalized fiscal year end).

-9-

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 9.1.28

BANK ACCOUNTS

MARLIN
Bank	Location	Account No.	Account Name
Webster Bank	80 Elm Street	0009140510	Marlin-Operating
	New Haven, CT 06510
Webster Bank	80 Elm Street	0009140527	Marlin-Payroll
	New Haven, CT 06510
Webster Bank	80 Elm Street	0009140532	Marlin-Gun Service
	New Haven, CT 06510
Webster Bank	80 Elm Street	0178001803	Marlin-Business Money Market
	New Haven, CT 06510
Webster Bank	80 Elm Street New Haven, CT 06510	0000000371	Commercial Loan Acct-Facility 159
Merrill Lynch	157 Church Street, 21st Floor	812-07U09
	New Haven, CT 06510
The Advertising Checking Bureau, Inc.	1610 Century Center Parkway	00-0842052	ACB Acct. No. 9864
	Suite 104
	Memphis, TN 38134
Bank of America	P.O. Box 100289 Columbia, SC 29202-3289	582-40429	Freight Payment Acct. No. 2042-2
H&R 1871, LLC
Bank	Location	Account No.	Account Name
Webster Bank	80 Elm Street	0009103065	H&R-Operating
	New Haven, CT 06510
GFA Federal Credit Union	P.O. Box 468	01-20-0000002183	Checking
	Gardner, MA 01440
GFA Federal Credit Union	P.O. Box 468	01-02-78629	Savings
	Gardner, MA 01440

-10-

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 9.1.30

ENVIRONMENTAL MATTERS

1.          Information disclosed in the documents listed below is incorporated herein by reference and deemed disclosed on this Schedule 9.1.30.

• Environmental Assessment Report of Marlin Firearms Facility, North Haven, CT, prepared by ATC Associates, Inc., dated September 25, 2007

• Environmental Assessment Report of H&R 1871 Firearms Facility, Gardner, MA, prepared by ATC Associates, Inc., dated September 28, 2007

2.           The sale transaction will trigger the requirements of the Connecticut Transfer Act (Section 22a-134 et seq. of the Connecticut General Statutes) (“Transfer Act”) with respect to the Marlin’s operations in North Haven, CT (the “North Haven Facility”). The environmental due diligence conducted by ATC Associates Inc. (“ATC”), as reported in the ATC report entitled Phase I Environmental Site Assessment of Marlin Firearms Company, 100 McKenna Drive, North Haven, Connecticut 06473, dated September 25, 2007, copies of which have been provided to the Agent, identified 24 separate areas of concern (“AOCs”) at the North Haven Facility that the Borrower will need to investigate, and if necessary, remediate to state of Connecticut standards under the Transfer Act.

-11-

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 10.2.5

PERMITTED LIENS

None

-12-

THE MARLIN FIREARMS COMPANY; H&R 1871, LLC

SUPPLEMENT TO SCHEDULE 10.2.21

HEDGING AGREEMENTS

None

-13-

EX-10.56

Exhibit 10.56

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 4^th day of February, 2008, between REMINGTON ARMS COMPANY, INC., a Delaware corporation (“Employer”), and Theodore H. Torbeck (“Executive”).

R E C I T A L S:

1.          Employer is engaged in the business of designing, manufacturing, marketing, and selling (a) sporting goods products, including, by way of illustration, firearms and ammunition, as well as hunting and gun care accessories and clay targets, for the global hunting and shooting sports marketplace, and (b) products with law enforcement, military and government applications, including, by way of illustration, surveillance technology products and powdered metal products (the “Business”).

2.          Employer desires to employ Executive as the Chief Operating Officer of Employer, and Executive desires to be employed by Employer in that capacity.

NOW, THEREFORE, in consideration of the mutual covenants and obligations herein and the compensation and benefits Employer agrees herein to pay Executive, and of other good and valuable consideration, the receipt of which is hereby acknowledged, Employer and Executive agree as follows:

1.          Agreement to Employ. Upon the terms and subject to the conditions of this Agreement, Employer hereby employs Executive, and Executive hereby accepts employment by Employer.

2.          Term; Position and Responsibilities; Location.

(a)        Term of Employment. Subject to earlier termination pursuant to Section 7, the term of Executive’s employment under this Agreement shall be for a period beginning on the date hereof (the “Commencement Date”) and continuing until the second (2^nd) anniversary of the Commencement Date, and shall be extended automatically for twelve (12) month periods thereafter, unless either party gives the other at least sixty (60) days written notice in advance of the expiration of the then current term of his or its intention not to renew (the initial term and any extensions, together, the “Employment Period”).

(b)        Position and Responsibilities. During the Employment Period, Executive will serve in the executive position specified in Section 1 of Attachment A or in such other executive position as the Board of Directors of Employer (the “Board”) may determine from time to time. Executive shall have such duties and responsibilities as are customarily assigned to individuals serving in the position to which he is assigned, and such other duties consistent with Executive’s position as the Board or Chief Executive Officer may specify from time to time. Executive will devote all of his skill, knowledge and working time to the conscientious performance of the duties of such position or positions (except for (i) vacation time as set forth in

Page 1 of 17

Section 6(b) hereof and absence for sickness or similar disability and (ii) to the extent that it does not interfere with the performance of Executive’s duties hereunder, (A) such reasonable time as may be devoted to service on outside charitable boards of directors and the fulfillment of civic responsibilities or to service on the boards of such corporations as Executive is serving on the date hereof or which he may hereafter join with the consent of the Board and (B) such reasonable time as may be necessary from time to time for personal financial matters).

(c)        Location. Executive’s primary work location shall be at Employer’s headquarters in Madison, North Carolina; provided, however, that in the first twenty-four (24) months of his employment hereunder, Executive shall not be required to relocate his primary residence to such location; and provided, further, that Employer may, at its option, provide Executive with the use of a corporate apartment in Madison, North Carolina, during the first twenty-four (24) months of his employment.

3.          Base Salary. As compensation for the services to be performed by Executive during the Employment Period, Employer will pay Executive the annual base salary specified in Section 2 of Attachment A. The Board will review Executive’s base salary annually during the Employment Period and, in the discretion of the Board, may increase (but may not decrease) such base salary from time to time based upon the performance of Executive, the financial condition of Employer, prevailing industry salary levels and such other factors as the Board shall consider relevant. The annual base salary payable to Executive under this Section 3, as the same may be increased from time to time and without regard to any reduction therefrom in accordance with the next sentence, shall hereinafter be referred to as the “Base Salary”. The Base Salary payable under this Section 3 shall be reduced to the extent that Executive elects to defer such Base Salary under the terms of any deferred compensation, savings plan or other voluntary deferral arrangement maintained or established by Employer. The pay period under this Agreement shall equal one (1) month, and Employer shall pay Executive the Base Salary for each pay period in semi-monthly installments or in such other installments as are paid to other executives of Employer.

4.          Incentive Compensation.

(a)        Annual Incentive Compensation. During the Employment Period, Executive shall be eligible to participate in Employer’s annual incentive compensation plan for its executive officers as in effect from time to time (the “Annual Incentive Compensation Plan”), at a targeted level specified in Section 3 of Attachment A, and commensurate with his position and duties with Employer based on reasonable performance targets established from time to time by the Board or a committee thereof.

(b)        Equity. During the Employment Period, Executive shall be eligible to participate in the 2008 American Heritage Arms, Inc. Stock Incentive Plan. Subject to the terms of the plan and an Award Agreement entered into pursuant thereto, Executive shall be awarded a two percent (2%) interest inAmerican Heritage Arms on a fully diluted basis, which shall vest in four (4) annual installments of fifteen (15%) on the first (1^st) anniversary of the effective date hereof and twenty percent (20), twenty-five percent (25) and forty percent (40), respectively on each anniversary thereafter.

Page 2 of 17

(c)        Other Incentive Plans. During the Employment Period, Executive shall be eligible to participate in any other bonus or incentive plans which Employer may hereafter establish in which other senior executive officers of Employer are eligible to participate.

5.          Employee Benefits. During the Employment Period (and thereafter to the extent provided under the terms of Employer’s employee benefit plans or programs), Executive shall be eligible to participate in any employee benefit plans and programs as in effect from time to time generally made available to similarly situated executives of Employer, in a manner consistent with the terms and conditions of each such plan or program and on a basis that is commensurate with Executive^’s position and duties with Employer hereunder. In the event of a conflict between any benefit plan or program and this Agreement, the terms of this Agreement shall govern.

6.          Expenses.

(a)        Business Travel. During the Employment Period, Employer shall reimburse Executive for reasonable travel, lodging, meal and other reasonable expenses incurred by him in connection with his performance of services hereunder upon submission of evidence, satisfactory to Employer, to support the existence and purpose of the incurred expense and otherwise in accordance with Employer’s business travel reimbursement policy applicable to senior executives as in effect from time to time. In the event Executive’s employment hereunder terminates for any reason, Employer shall reimburse Executive (or in the event of death, his personal representative) for expenses incurred by Executive on behalf of Employer prior to the date of his termination of employment to the extent such expenses have not been previously reimbursed by Employer pursuant to this Section 6(a).

(b)        Vacation and Sick Leave. During the Employment Period, Executive shall be entitled to vacation and sick leave as determined in accordance with the prevailing policies of Employer applicable to senior executives.

7. Termination of Employment.

(a)        Termination Due to Death or Disability. In the event that Executive’s employment hereunder terminates due to death or is terminated by Employer due to Executive’s Disability (as defined below), no termination benefits shall be payable to or in respect of Executive except as provided in Section 7(f)(ii). If Employer desires to terminate Executive’s employment due to Executive’s Disability, it shall give notice to Executive as provided in Section 7(e). For purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents the performance by Executive of his duties hereunder lasting for a period of one hundred eighty (180) days or longer, whether or not consecutive, in any twelve (12) month period. The determination of Executive’s Disability shall be made by the Board after receiving an evaluation from an independent physician selected by Employer and reasonably acceptable to Executive and shall be final and binding on the parties hereto.

(b)        Termination by Employer for Cause. Employer may terminate Executive for Cause. If Employer desires to terminate Executive’s employment for Cause, it shall give notice to Executive as provided in Section 7(e). For purposes of this Agreement, “Cause” shall

Page 3 of 17

mean (i) the failure of Executive substantially to perform his duties hereunder (other than any such failure due to physical or mental illness) or other material breach by Executive of any of his obligations hereunder, after a demand for substantial performance or demand for cure of such breach is delivered, and a reasonable opportunity to cure is given, to Executive by Employer, which demand identifies the manner in which Employer believes that Executive has not substantially performed his duties or breached his obligations, (ii) Executive’s gross negligence or serious misconduct that has caused or would reasonably be expected to result in material injury to Employer or any of its affiliates, (iii) Executive’s conviction of, or entering a plea of nolocontendere to, a crime that constitutes a felony, or (iv) Executive’s violation of any provision of Employer’s business ethics policy that has resulted or would reasonably be expected to result in material injury to Employer or any of its affiliates, but only after a demand for cure of such violation is delivered, and a reasonable opportunity to cure is given, to Executive by Employer, which demand identifies the manner in which Employer believes that Executive has violated a material provision of Employer’s business ethics policy.

(c)        Termination Without Cause. Employer may terminate Executive’s employment at any time “Without Cause”. If Employer desires to terminate Executive’s employment Without Cause, it shall give notice to Executive as provided in Section 7(e). For purposes of this Agreement, a termination “Without Cause” shall mean a termination of Executive’s employment by Employer other than as described in Section 7(a) or for Cause as defined in Section 7(b).

(d)        Termination by Executive. Executive may terminate his employment at any time. If Executive desires to terminate for Good Reason, he shall give notice to Employer as provided in Section 7(e). Notwithstanding the foregoing, Executive may not terminate his employment for Good Reason if Employer has, within fifteen (15) days of the receipt of Executive’s written notice of his desire to terminate for Good Reason, cured the conduct alleged to give rise to the basis for the Good Reason termination. For purposes of this Agreement, “Good Reason” shall mean a termination of employment by Executive within thirty (30) days following the occurrence of any of the following events without Executive’s consent: (i) the assignment of Executive to a position the duties of which are a material diminution of the duties contemplated by Section 2(b) hereof, (ii) a reduction of Executive’s Base Salary or his Incentive Compensation Target Opportunity pursuant to Section 4 and as set forth on Attachment A, or (iii) a material breach by Employer of any of its obligations hereunder. In addition, Executive shall have the right to terminate his employment for Good Reason pursuant to this Section 7(d) if Employer requires him to relocate his primary residence at any time during the first twenty-four (24) months of his employment.

(e)        Notice of Termination. Any termination of Executive’s employment by Employer pursuant to Section 7(a), 7(b) or 7(c), or by Executive pursuant to Section 7(d), shall be communicated by a written “Notice of Termination” addressed to the other party to this Agreement. A “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) subject to the provisions of Section 7(h), specifies the effective date of termination. The failure by Executive or Employer to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of the reason given for the

Page 4 of 17

termination of Executive’s employment shall not waive any right of Executive or Employer hereunder or preclude Executive or Employer from asserting such fact or circumstance in enforcing Executive’s or Employer’s rights hereunder.

(f) Payments Upon Certain Terminations.

(i)         If Executive’s employment is terminated by Employer Without Cause or Executive terminates his employment for Good Reason, Employer shall pay or provide to Executive as severance payments and benefits the following:

A. Executive shall receive his Base Salary for the period from the Date of Termination (as defined in Section 7(h) below) through the expiration of the Severance Period as set forth on Section 4 of Attachment A, paid in semi-monthly installments as provided in Section 3;

B. Executive shall receive the product of

(i)	the amount of incentive compensation that would have been payable to Executive pursuant to Sections 4(a), 4(c) and the Annual Incentive Compensation Plan for the calendar year in which his employment terminates with achievement of performance objectives determined as of the Date of Termination, multiplied by
(ii)	a fraction, the numerator of which is equal to the number of days in such calendar year that precede the Date of Termination and the denominator of which is 365;

C. continuation of participation in Employer’s group medical plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at Employer’s expense until the earlier of the conclusion of the Severance Period and the date on which Executive first becomes eligible for substantially equivalent insurance coverage provided by any other entity following termination; provided, however, that in the event Employer cannot reasonably provide Executive and his dependents with coverage under Employer’s Group Benefits Plan for the full Severance Period, Employer may provide coverage under one or more alternative plans or arrangements providing substantially equivalent coverage to the coverage then being provided to active employees and their dependants under Employer’s group benefits plan; and

D. a pro-rated acceleration of the next installment in the equity vesting schedule set forth in Section 4(b) following termination based on the number of days Executive worked in the applicable twelve (12) month vesting period in which termination occurs. By way of example, if Executive is terminated by Employer without Cause or Executive terminates his employment for Good Reason and the Date of Termination is half way through the second twelve (12) month vesting period,

Page 5 of 17

Executive will previously have vested in 15% on the first anniversary and will be vested in 50% (representing the half-year worked) of the 20% vesting amount for the second year.

(ii)         Upon his death or Disability or if Employer terminates Executive’s employment for Cause, Employer shall pay Executive his Base Salary through the Date of Termination, plus, in the case of termination upon Executive’s death or Disability, a pro-rata amount of incentive compensation pursuant to the Annual Incentive Compensation Plan calculated in the same manner as Section 7(f)(i)(B) above (but excluding any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination). Executive shall not be entitled to severance compensation under any severance compensation plan of Employer; provided, however, that other than severance compensation, any benefits payable to or in respect of Executive under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. Any payments required to be made on account of Executive’s death or Disability shall be made to Executive or his designated beneficiary in the case of death no later than two and one-half (2½) months following the end of the calendar year in which Executive’s employment terminates on account of death or Disability. Finally, Executive or his designated beneficiary in the case of death shall be entitled to the equity vested pursuant to Section 4(b).

(iii)        Notwithstanding anything to the contrary in this Agreement, in the event of Employee’s voluntary termination without Good Reason or his termination for Cause, Employer shall have the right to continue to pay Employee’s Base Salary for a period of up to twelve (12) months following the Date of Termination (which period shall also be referred to as the Severance Period), paid in semi-monthly installments as provided in Section 3, in exchange for Employee’s compliance with the covenants contained in Sections 9, 10 and 11. Finally, Executive shall be entitled to the equity vested pursuant to Section 4(b).

(g) Conditions to Receipt of Payments Upon Certain Terminations

(i)         In consideration of the severance payments and benefits provided in Section 7(f), Employee agrees to (A) waive all rights to post termination benefits, other than vested equity awards and vested benefits under Employer’s tax-qualified and non-qualified deferred compensation plans, if any, after the Date of Termination, (B) waive any claims to other severance or termination payments or benefits, and (C) execute a general release releasing Employer from all claims, including but not limited to claims under the Age Discrimination in Employment Act or for wrongful discrimination and wrongful discharge from Employer, which release shall be in substantially the form attached hereto as Attachment B. Prior to Executive’s termination of employment, the release of claims may be revised by Employer. Employer may in any event modify the release of claims to conform it to the laws of the local jurisdiction applicable to Executive.

(ii)         Executive shall not have a duty to mitigate the costs to Employer under Section 7(f).

Page 6 of 17

(h)        Date of Termination. As used in this Agreement, the term “Date of Termination” shall mean (A) if Executive’s employment is terminated by his death, the date of his death, (B) if Executive’s employment is terminated by Employer for Cause, the date on which Notice of Termination is given or, if later, the date of termination specified in such Notice, as contemplated by Section 7(e), and (C) if Executive’s employment is terminated by Employer Without Cause, due to Executive’s Disability or by Executive for Good Reason, thirty (30) days after the date on which Notice of Termination is given as contemplated by Section 7(e) or, if no such Notice is given, the actual date of termination of Executive’s employment; provided, however, that Employer may discontinue Executive’s services hereunder during any notice period as long as Executive continues to receive his Base Salary and benefits as if he were continuing to provide such services.

8. Unauthorized Disclosure.

(a)        Without the prior written consent of the Board or its authorized representative, except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, in which event, Executive will use his best efforts to consult with Employer’s Chief Executive Officer prior to responding to any such order or subpoena, and except as required in the performance of his duties hereunder, Executive shall not disclose any confidential or proprietary trade secrets, customer lists, drawings, designs, information regarding product development, marketing plans, sales plans, manufacturing plans, any information covered by the Uniform Trade Secrets Act of Delaware or any other similar legal protections that may be applicable (or any successor thereto), management organization information (including data and other information relating to members of the Board, the Board of Directors of RACI Holding, Inc. (“Holding”) and management of Employer or Holding), operating policies or manuals, business plans, financial records, packaging design or other financial, commercial, business or technical information relating to Holding, Employer or any of their respective subsidiaries or affiliates or that Holding, Employer or any of their respective subsidiaries or affiliates may receive belonging to suppliers, customers or others who do business with Holding, Employer or any of their respective subsidiaries or affiliates (collectively, “Confidential Information”) to any third person unless such Confidential Information has been previously disclosed to the public or is in the public domain (other than by reason of Executive’s breach of this Section 8). The parties expressly agree that Confidential Information does not exist in written form only.

(b)        Executive acknowledges and agrees that he will have broad access to Confidential Information, that Confidential Information will in fact be developed by him in the course of his employment with Employer, and that Confidential Information furnishes a competitive advantage in many situations and constitutes, separately and in the aggregate, a valuable, special and unique asset of Employer. Executive shall use his best efforts to prevent the disclosure of or removal of any Confidential Information from the premises of Employer, except as required in connection with the performance of his duties as an executive of Employer. Executive agrees that all Confidential Information (whether now or hereafter existing) conceived, discovered or developed by him during the Employment Period belongs exclusively to Employer and not to him.

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9. Non-Competition.

(a)        During the Employment Period and thereafter during the Restriction Period (as defined in this Section 9), Executive shall not, directly or indirectly, engage in, become employed by, serve as an agent or consultant to, or become a partner, principal or stockholder (other than a holder of less than one percent (1%) of the outstanding voting shares of any publicly held company) of, or otherwise support, any business within the Restricted Area (as defined in this Section 9) which engages in the Business or which is competitive with the Business. For purposes of this Agreement, the “Restriction Period” shall be equal to any Severance Period, and “Restricted Area” means any geographical area in which Employer and its affiliates are engaged in the Business.

(b)        Executive agrees and acknowledges that Employer and its affiliates are engaged in the Business and sell and distribute their products throughout the United States and other jurisdictions throughout the world, and that it would not be reasonable to limit the geographic scope of this covenant to any particular geographic location.

10.        Non-Solicitation of Employees. During the Employment Period and thereafter during the Restriction Period, Executive shall not, directly or indirectly, for his own account or for the account of any other person or entity with which he is or shall become associated in any capacity, (a) solicit for employment, employ or otherwise interfere with the relationship of Employer with any person who at any time during the six (6) months preceding such solicitation, employment or interference is or was employed by or otherwise engaged to perform services for Employer other than any such solicitation or employment during Executive’s employment with Employer on behalf of Employer, or (b) induce or attempt to induce any employee of Employer who is a member of management to engage in any activity which Executive is prohibited from engaging in under any of Sections 8, 9, 10, 11, 12 or 13 hereof or to terminate his or her employment with Employer.

11.        Non-Solicitation of Customers. During the Employment Period and thereafter during the Restriction Period, Executive shall not, directly or indirectly, solicit, divert or otherwise attempt to establish for himself or any other person, firm or entity (other than Employer or its subsidiaries or affiliates) any business relationship of a nature that is competitive with the Business or any relationship of Employer with any person, firm or corporation which during the twelve (12) month period preceding the prohibited conduct was a customer, client or distributor of Employer or any of its subsidiaries or affiliates.

12.        Return of Property. In the event of the termination of Executive’s employment for any reason, or such earlier time as Employer may request, Executive will deliver to Employer all of Employer’s property and documents and data of any nature and in whatever medium pertaining to Executive’s employment with Employer (except for that which is personal to Executive), and he will not take with him any such property, documents or data of any description or any reproduction thereof, or any documents containing or pertaining to any Confidential Information.

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13.        Non-Disparagement. During the Employment Period and thereafter during the Restriction Period, Executive will not make any statement, written or oral, whether expressed as a fact, opinion or otherwise, to any person (or induce any third party to make any such statement) which disparages, impugns, maligns, defames, libels, slanders or otherwise casts in an unfavorable light Employer or any officer, director, shareholder or employee of Employer.

14. Failure to Comply with Covenants.

(a)        Without limiting the damages available to Employer, in the event that Executive fails to comply with any of the covenants in Sections 8, 9, 10, 11, 12 or 13, to the extent applicable, following his termination of employment, and such failure continues following delivery of notice thereof by Employer to Executive, all rights of Executive and any person claiming under or through him to the payments and benefits described in Sections 7(f) shall thereupon terminate and no person shall be entitled thereafter to receive any payments or benefits hereunder; provided,however, that Executive shall not have the option of foregoing such payments and benefits in order to be relieved of compliance with such covenants.

(b)        Executive acknowledges and agrees that the covenants and obligations of Executive described in Sections 8, 9, 10, 11, 12 and 13 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants and obligations will cause Employer irreparable injury for which adequate remedies are not available at law. Therefore, Executive agrees that Employer shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of the covenants and obligations referred to in this Section 14. These injunctive remedies are cumulative and in addition to any other rights and remedies Employer may have at law or in equity. If Employer does not prevail in obtaining any such injunctive relief, Employer shall reimburse Executive for any legal expenses incurred by him in defending against the imposition of such injunctive relief.

15.        Intellectual Property. During the Employment Period, Executive will disclose to Employer all ideas, inventions and business plans developed by him during such period which relate directly or indirectly to the Business of Employer or any of its subsidiaries or affiliates, including without limitation, any process, operation, product or improvement which may be proprietary, patentable or copyrightable. Executive agrees that all of the foregoing will be the property of Employer and that he will at Employer’s request and cost do whatever is necessary to secure the rights thereto by patent, copyright or otherwise for Employer.

16. Assignability; Merger or Consolidation; Assumption of Agreement.

(a)        The obligations of Executive hereunder may not be delegated, and Executive may not, without Employer’s written consent, assign, transfer, convey, pledge, encumber, hypothecate or otherwise dispose of this Agreement or any interest herein. Any such attempted delegation or disposition shall be null and void and without effect.

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(b)        Employer and Executive agree that this Agreement and all of Employer’s rights and obligations hereunder may be assigned or transferred by Employer. Employer will require any successor (by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Employer, by agreement in form and substance reasonably satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession had taken place. Failure of Employer to obtain such agreement prior to the effectiveness of any such succession shall entitle Executive to compensation from Employer in the same amount and on the same terms as Executive would be entitled hereunder if Employer terminated his employment Without Cause as contemplated by Section 7(c), except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed both the date of the Notice of Termination and the Date of Termination.

17.        Entire Agreement. Except as otherwise expressly provided herein, this Agreement (including the Attachments hereto) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and all promises, representations, understandings, arrangements and prior agreements relating to such subject matter (including, without limitation, those between Executive and any other person or entity) are merged into and superseded by this Agreement, and the terms of any prior employment agreement or arrangement shall, from and after the date of this Agreement, be of no further force or effect.

18.        Indemnification. Employer agrees that it shall indemnify, defend and hold harmless Executive to the fullest extent permitted by law from and against any and all liabilities, costs, claims and expenses, including without limitation all costs and expenses incurred in defense of litigation, including attorneys’ fees, arising out of the employment of Executive hereunder, except to the extent arising out of or based upon the gross negligence or willful misconduct of Executive. Costs and expenses incurred by Executive in defense of litigation, including attorneys’ fees, shall be paid by Employer in advance of the final disposition of such litigation upon receipt of an undertaking by or on behalf of Executive to repay such amount if it shall ultimately be determined that Executive is not entitled to be indemnified by Employer under this Agreement.

19.        Compliance with Code Section 409A. To the extent applicable, the parties hereto intend that this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and all rules, regulations and other similar guidance issued thereunder (“Code Section 409A”). The parties agree that this Agreement shall at all times be interpreted and construed in a manner to comply with Code Section 409A and that should any provision be found not in compliance with Code Section 409A, the parties are contractually obligated to execute any and all amendments to this Agreement deemed necessary and required by Employer’s legal counsel to achieve compliance with Code Section 409A unless such action results in substantial additional costs to Employer. By execution and delivery of this Agreement, Executive irrevocably waives any objections he may have to the amendments required by Code Section 409A. The parties also agree that in no event shall any payment required to be made pursuant to this Agreement be made to Employee unless compliant with Code Section 409A. In the event amendments are required to make this Agreement compliant with Code Section 409A, Employer shall use its best efforts to provide Executive with substantially the same benefits and

Page 10 of 17

payments he would have been entitled to pursuant to this Agreement had Code Section 409A not applied, but in a manner that is compliant with Code Section 409A and does not result in substantial additional costs to Employer. The manner in which the immediately preceding sentence shall be implemented shall be the subject of good faith negotiations between the parties.

20. Miscellaneous.

(a)        Arbitration. Any dispute or controversy arising under or in connection with this Agreement shall be resolved by binding arbitration. The arbitration shall be held within the State of Delaware, and except to the extent inconsistent with this Agreement, shall be conducted in accordance with the Employment Arbitration Rules of the American Arbitration Association then in effect at the time of the arbitration, and otherwise in accordance with principles which would be applied by a court of law or equity. The arbitrator shall be acceptable to both Employer and Executive. If the parties cannot agree on an acceptable arbitrator, the dispute shall be heard by a panel of three arbitrators, one appointed by each of the parties and the third appointed by the other two arbitrators. All expenses of arbitration shall be borne by the party who incurs the expense or, in the case of joint expenses, by both parties in equal portions, except that, in the event Executive substantially prevails on the principal issues of such dispute or controversy, all such expenses shall be borne by Employer. Notwithstanding the above, however, because time is of the essence, whenever a violation or threatened violation of the covenants contained in Sections 8, 9, 10, 11, 12 or 13 is alleged, then the parties agree that the enforcement of such covenants and any request for injunctive relief pursuant to Section 14 shall be excepted from the provisions of this Section 20(a).

(b) Governing Law; Consent to Jurisdiction.

(i)         This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflict of law principles thereof) applicable to contracts made and to be performed therein, and in any action or other proceeding that may be brought arising out of, in connection with or by reason of this Agreement, the laws of the State of Delaware shall be applicable and shall govern to the exclusion of the laws of any other forum.

(ii)         Any action to enforce any of the provisions of this Agreement, except as provided in Section 20(a), shall be brought exclusively in a court of the State of Delaware or in a Federal court located within the State of Delaware, and by execution and delivery of this Agreement, Executive and Employer irrevocably consent to the exclusive jurisdiction of those courts and Executive hereby submits to personal jurisdiction in the State of Delaware. Executive and Employer irrevocably waive any objection, including any objection based on lack of jurisdiction, improper venue or forum non conveniens, which either may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect to this Agreement or any transaction related hereto. Executive and Employer acknowledge and agree that any service of legal process by mail in the manner provided for notices under this Agreement constitutes proper legal service of process under applicable law in any action or proceeding under or in respect to this Agreement.

(c)        Taxes. Employer may withhold from any payments made under this Agreement all federal, state, city or other applicable taxes as shall be required by law.

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(d)        Amendments. Except as otherwise provided in Section 19, no provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by the Board or a duly authorized committee thereof. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No waiver of any provision of this Agreement shall be implied from any course of dealing between the parties hereto or from any failure by any party hereto to assert his or its rights hereunder on any occasion or series of occasions.

(e)        Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. Specifically, in the event any part of the covenants set forth in Sections 8, 9, 10, 11, 12 or 13 is held to be invalid or unenforceable, the remaining parts thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts had not been included therein. In the event that any provision of Sections 8, 9, 10 or 11 is declared by a court of competent jurisdiction to be overbroad as written, Executive specifically agrees that the court should modify such provision in order to make it enforceable, and that a court should view each such provision as severable and enforce those severable provisions deemed reasonable by such court.

(f)         Notices. Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in writing, (ii) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or on the third business day after the mailing thereof, and (iv) addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

(i) If to Employer, to it at:

Remington Arms Company, Inc.

Post Office Box 700

Madison, North Carolina 27025

Attention: Secretary

(ii) If to Executive, to him at the address listed in Section 5 of Attachment A.

(g)        Survival. Sections8, 9, 10, 11, 12, 13, 14, 15, 17, 18, 19, 20(a), (b), (c) and (f) and, if Executive’s employment terminates in a manner giving rise to a payment under Section 7(f), Section 7(f) shall survive the termination of Executive’s employment hereunder.

(h)        No Conflicts. Executive and Employer each represent that they are entering into this Agreement voluntarily and that Executive’s employment hereunder and each party’s compliance with the terms and conditions of this Agreement will not conflict with or result in the breach by such party of any agreement to which he or it is a party or by which he or it may be bound.

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(i)         Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

(j)         Headings. The sections and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.

(k)        Recitals. The Recitals to this Agreement are incorporated herein and shall constitute an integral part of this Agreement.

21.        Legal Fees. Employer will pay for or reimburse Executive for his costs reasonably incurred in retaining legal counsel to review this Agreement and advise him in connection therewith prior to execution to a maximum amount of fifteen thousand dollars ($15,000), subject to the Executive’s submission of appropriate documentation of such expenses.

22.        Acknowledgement. Executive (a) has had a reasonable amount of time in which to review and consider this Agreement prior to signature, (b) has in fact read the terms of this Agreement, (c) has the full legal capacity to enter into this Agreement and has had the opportunity to consult with legal counsel before signing this Agreement, (d) fully and completely understands the meaning, intent and legal effect of this Agreement, and (e) has knowingly and voluntarily executed this Agreement.

[Signatures on following page.]

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IN WITNESS WHEREOF, Employer has duly executed this Agreement by its authorized representative and Executive has hereunto set his hand, in each case effective as of the date first above written.

REMINGTON ARMS COMPANY, INC.

By:        /s/ Paul. A. Miller                       

Name:  Paul A. Miller
Title:    Chairman of the Board

EXECUTIVE:

             /s/ Theodore H. Torbeck             

            Theodore H. Torbeck

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ATTACHMENT A – THEODORE H. TORBECK

1.	POSITION:	Chief Operating Officer
2.	ANNUAL BASE SALARY:				$600,000
3.	INCENTIVE COMPENSATION TARGET OPPORTUNITY:					100%
4.	SEVERANCE PERIOD:		12 months
5.	EXECUTIVE’S ADDRESS:			11253 Terwilligers Valley Lane, Cincinnati, Ohio 45249

Page 15 of 17

ATTACHMENT B

REMINGTON ARMS COMPANY, INC.

GENERAL RELEASE AND WAIVER OF CLAIMS

In consideration of the payment by Remington Arms Company, Inc. (“Remington”) of the severance payments and benefits to me pursuant to that certain 2008 Executive Employment Agreement dated February 4, 2008 (the “Agreement”), I, Theodore Torbeck, agree to and do finally and completely release and forever discharge Remington and its parents, subsidiaries and affiliates, and their employees, shareholders, officers, directors or agents (collectively, the “Releasees”) from any and all liabilities, claims, obligations, demands and causes of action of any and every kind or nature whatsoever, in law, equity or otherwise, known or unknown, suspected or unsuspected, disclosed and undisclosed, which I now have, own or hold, or claim to have, own or hold, or which I may have, own or hold, or claim to have, own or hold, against each or any of the Releasees arising from or relating to my employment with Remington and termination of that employment.

This General Release and Waiver of Claims (this “Release”) includes, without limiting the generality of the foregoing, claims arising under any provision of federal, state or local law, any federal, state or local anti-discrimination statute, ordinance or regulation, the Age Discrimination in Employment Act of 1967 (the “ADEA”), the Americans with Disabilities Act, the Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964 and the Civil Rights Act 1991, or the Employee Retirement Income Security Act of 1974, all as amended, or any similar federal, state or local statutes, ordinances or regulations, or claims in the nature of a breach of contract, claims for wrongful discharge, emotional distress, defamation, fraud or breach of the covenant of good faith and fair dealing, tort and wage or benefit claims (other than the payments to which I am entitled under the Agreement); provided, however, that this Release does not include actions brought to enforce the terms of this Release, including any right to the termination payments and benefits described in the Agreement, or to secure benefits under any other employee benefit plan or program of Remington of which I am a participant unless expressly excluded by the Agreement. If I violate the terms of this Release, I agree to pay the Releasees’ costs and reasonable attorneys’ fees.

I acknowledge that, among other rights subject to this Release, I am hereby waiving and releasing any rights I may have under the ADEA, that this Release is knowing and voluntary, and that the consideration given for this Release is in addition to anything of value to which I was already entitled as an employee of Remington.

As provided by law, I have been advised by Remington to carefully consider the matters outlined in this Release and to consult with such professional advisors as I deem appropriate, including a lawyer of my own choice. I acknowledge I have had at least twenty-one (21) days from my receipt of this Release to consider the terms and conditions set forth herein, and I understand that I have seven (7) days following my execution of this Release to revoke my signature, in which event this Release shall not be effective or binding on the parties, and I will not receive any of the payments or benefits set forth in Section 7(f) of the Agreement. I further

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understand fully and acknowledge the terms and consequences of this Release, and I voluntarily accept them.

ACKNOWLEDGED AND AGREED TO,

INTENDING TO BE LEGALLY BOUND HEREBY:

/s/ Theodore H. Torbeck

_____________________________

Theodore H. Torbeck

Dated:		February 4, 2008
	________________________

Page 17 of 17

EX-10.57

Exhibit 10.57

Description of 2008 Annual Incentive Compensation Plan

The Compensation Committee of the Board of Directors of Remington Arms Company, Inc. (the “Company”) approved the 2008 Annual Incentive Compensation Plan (the “2008 Plan”) on February 5, 2008. The 2008 Plan is a cash bonus plan in which the Company’s named executive officers and certain other employees are eligible to participate. Under the 2008 Plan, participants are generally entitled to receive a cash bonus if the Company’s Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), as adjusted for certain non-recurring or unusual transactions, exceeds certain target thresholds for the fiscal year ending December 31, 2008. Each participant is generally entitled to receive 50% of his target bonus of Adjusted EBITDA beginning at 90% of the Adjusted EBITDA threshold up to a maximum of 150% of his target bonus at 110% of Adjusted EBITDA.

148

EX-12.1

Exhibit 12.1

REMINGTON ARMS COMPANY AND SUBSIDIARIES
Statement Re: Computation of Ratio of Earnings to Fixed Charges
(Dollars in Millions)

	Successor			Predecessor						Predecessor
	Jun 1-Dec 31 2007			Jan 1-May 31 2007			Combined 2007			2006			2005			2004			2003
Earnings:
Net Income (Loss) from Continuing Operations	$	(10.5	)	$	9.0		$	(1.5	)	$	1.4		$	(16.8	)	$	(17.7	)	$	(4.6	)
Add:
Income Taxes (Benefit) on Continuing Operations		(5.8	)		1.3			(4.5	)		0.9			0.4			14.0			(2.9	)
Interest Expense (a)		14.6			10.9			25.5			28.0			26.4			24.6			23.0
Portion of Rents Representative of Interest Factor		0.3			0.2			0.5			0.5			0.6			0.6			0.5
	$	(1.4	)	$	21.4		$	20.0		$	30.8		$	10.6		$	21.5		$	16.0
Fixed Charges:
Interest Expense (a)	$	14.6		$	10.9		$	25.5		$	28.0		$	26.4		$	24.6		$	23.0
Capitalized Interest		—			—			—			—			—			—			—
Portion of Rents Representative of Interest Factor		0.3			0.2			0.5			0.5			0.6			0.6			0.5
	$	14.9		$	11.1		$	26.0		$	28.5		$	27.0		$	25.2		$	23.5
Ratio of Earnings to Fixed Charges		(b)			1.9	x		0.8	x		1.1	x		(c)			(d)			(e)

(a)	Includes amortization of discount on indebtedness and excludes capitalized interest.
(b)	Due to our net loss in the successor period of 2007, this ratio was less than 1:1. Additional earnings of $16.3 million would have been required to achieve a ratio of 1:1.
(c)	Due to our net loss in 2005, this ratio was less than 1:1. Additional earnings of $16.4 million would have been required to achieve a ratio of 1:1.
(d)	Due to our net loss in 2004, this ratio was less than 1:1. Additional earnings of $3.7 million would have been required to achieve a ratio of 1:1.
(e)	Due to our net loss in 2003, this ratio was less than 1:1. Additional earnings of $7.5 million would have been required to achieve a ratio of 1:1.

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF REGISTRANT AS OF DECEMBER 31, 2007

Subsidiary	Jurisdiction of Organization
RA Brands, L.L.C.	Delaware
Remington Steam, LLC	New York

EX-31.1

Exhibit 31.1

CERTIFICATION
Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act,
As Adopted Pursuant to Section 302 of the SARBANES-OXLEY ACT OF 2002

I, Thomas L. Millner, certify that:

1.	I have reviewed this annual report on Form 10-K of Remington Arms Company, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 28, 2008	/s/ Thomas L. Millner
	Thomas L. Millner
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION
Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act,
As Adopted Pursuant to Section 302 of the SARBANES-OXLEY ACT OF 2002

I, Stephen P. Jackson, Jr., certify that:

1.	I have reviewed this annual report on Form 10-K of Remington Arms Company, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 28, 2008	/s/ Stephen P. Jackson, Jr.
	Stephen P. Jackson, Jr.
	Chief Financial Officer, Treasurer and Corporate Secretary   (Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION
Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the SARBANES-OXLEY ACT OF 2002

I, Thomas L. Millner, certify that this annual report on Form 10-K of Remington Arms Company, Inc., to my knowledge, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this annual report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Date: March 28, 2008	/s/ Thomas L. Millner
	Thomas L. Millner
	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION
Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the SARBANES-OXLEY ACT OF 2002

I, Stephen P. Jackson, Jr., certify that this annual report on Form 10-K of Remington Arms Company, Inc., to my knowledge, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in this annual report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Date: March 28, 2008	/s/ Stephen P. Jackson, Jr.
	Stephen P. Jackson, Jr.
	Chief Financial Officer,
	Treasurer and Corporate Secretary
	(Principal Financial Officer)