Exhibit
4.4


 


EXECUTION
VERSION


 


SUPPLEMENTAL
INDENTURE


 


SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”) dated as of  November 3, 2009, among
FREEDOM GROUP, INC., a Delaware corporation (the  “Company”), the
subsidiary guarantors listed on the signature pages hereto (the “Guarantors”)  and WILMINGTON
TRUST FSB, as trustee under the indenture referred to below (the  “Trustee”).


 


W
I T N E S S E T H:


 


WHEREAS the Company and the
Guarantors have heretofore executed and  delivered to the Trustee an
Indenture (the “Indenture”) dated as of July 29, 2009;


 


WHEREAS the Company
initially issued $200,000,000 aggregate principal  amount of 101/4% Senior Secured Notes due 2015 (the “Existing
Securities”) under the Indenture  on July 29, 2009;


 


WHEREAS Section 2.01 of
the Indenture provides that the Company, when  authorized by a resolution
of the Board of Directors of the Company, may issue Additional  Securities
under the Indenture subject to certain conditions set forth in Section 2.01
of the  Indenture;


 


WHEREAS the Company wishes
to issue an additional $75,000,000 aggregate  principal amount of its 101/4% Senior Secured Notes due 2015 as Additional
Securities under the  Indenture (the “New Securities”);


 


WHEREAS pursuant to Section 9.01
of the Indenture, the Trustee, the Company  and the Guarantors are
authorized to execute and deliver this Supplemental Indenture;


 


NOW THEREFORE, in
consideration of the foregoing and for other good and  valuable
consideration, the receipt of which is hereby acknowledged, the Company, the  Guarantors and
the Trustee covenant and agree as follows:


 


1.             Defined Terms.  As used in this Supplemental Indenture, terms
defined in  the Indenture or in the preamble or recital hereto are used herein as
therein defined. The words  “herein,” “hereof” and “hereby”
and other words of similar import used in this Supplemental  Indenture refer
to this Supplemental Indenture as a whole and not to any particular section  hereof.


 


2.             Amount of New
Securities.  The
aggregate principal amount of New  Securities to be authenticated
and delivered under this Supplemental Indenture on or about  November 3,
2009 is $75,000,000.


 


3.             Terms of New
Securities.  The New
Securities to be issued as Additional  Securities under the
Indenture and pursuant to this Supplemental Indenture will:


 


(a)           be issued as part of the
existing series of Existing Securities previously issued under the Indenture
and the New Securities and the Existing


 


1

















 


Securities
shall be a single class for all purposes under the Indenture,  including,
without limitation, waivers, amendments, redemptions and  offers to
purchase;


 


(b)           be issued on November 3,
2009 at a purchase price of 106.25% of the  principal amount and will
accrue interest from July 29, 2009; and


 


(c)           be issuable in whole in the
form of one or more Global Securities to be  held by the Depository and
in the form, including appropriate legends,  provided in Exhibit A
to the Indenture (except that the New Securities  shall bear a different CUSIP
number and ISIN than those set forth in  Exhibit A to the
Indenture.


 


4.             Ratification of
Indenture; Supplemental Indenture Part of Indenture.  Except as expressly amended
hereby, the Indenture is in all respects ratified and confirmed and  all the terms,
conditions and provisions thereof shall remain in full force and effect. This  Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder
of  Securities heretofore or hereafter authenticated and delivered shall be
bound hereby.


 


5.             Governing Law.  THIS SUPPLEMENTAL
INDENTURE SHALL BE  GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE  STATE
OF NEW YORK.


 


6.             Trustee Makes
No Representation.  The Trustee
makes no representation  as to the validity or sufficiency of this
Supplemental Indenture.


 


7.             Counterparts.  The parties may sign any number of copies of
this  Supplemental Indenture. Each signed copy shall be an original, but all
of them together  represent the same agreement.


 


8.             Effect of
Headings.  The Section headings
herein are for convenience only  and shall not affect the
construction thereof.


 


2

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to
be duly executed as of the date first above written.


 


 


	
   

  	
  FREEDOM GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen P. Jackson, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Stephen P. Jackson, Jr.

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  REMINGTON ARMS COMPANY,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen P. Jackson, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Stephen P. Jackson, Jr.

  
	
   

  	
   

  	
  Title:

  	
  CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RA
  BRANDS, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen P. Jackson, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Stephen P. Jackson, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE MARLIN FIREARMS
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen P. Jackson, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Stephen P. Jackson, Jr.

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  H&R 1871, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julie Sears

  
	
   

  	
   

  	
  Name:

  	
  Julie Sears

  
	
   

  	
   

  	
  Title:

  	
  Assistant Secretary

  



 


Supplemental
Indenture Signature Page


 

















 


	
   

  	
  BUSHMASTER FIREARMS
  INTERNATIONAL, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A. DeSantis

  
	
   

  	
   

  	
  Name:

  	
  John A. DeSantis

  
	
   

  	
   

  	
  Title:

  	
  President & GM

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DPMS FIREARMS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Randy Luth

  
	
   

  	
   

  	
  Name:

  	
  Randy Luth

  
	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  E-RPC, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen P. Jackson, Jr.

  
	
   

  	
   

  	
  Name:

  	
  Stephen P. Jackson, Jr.

  
	
   

  	
   

  	
  Title:

  	
  CFO

  



 


Supplemental
Indenture Signature Page


 

















 


	
   

  	
  WILMINGTON TRUST FSB, as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph P O’Donnell

  
	
   

  	
   

  	
  Name:

  	
  Joseph P O’Donnell

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


Supplemental
Indenture Signature Page