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Exhibit 4.1




HARBINGER GROUP INC.




and



WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee



 





SUPPLEMENTAL INDENTURE




Dated as of June 22, 2011



to



INDENTURE



Dated as of November 15, 2010



Between



HARBINGER GROUP INC.



and



WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee



 





10.625% Senior Secured Notes Due 2015




 









 





     SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated
as of June 22, 2011, by and
between HARBINGER GROUP INC., a Delaware corporation (the “Company”), and WELLS FARGO BANK,
NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).



WITNESSETH:




     WHEREAS, the Company executed and delivered to the Trustee an Indenture, dated as of November
15, 2010 (the “Indenture”), by and between the Company and the Trustee, pursuant to which the
Company’s 10.625% Senior Secured Notes Due 2015 (the “Notes”) were issued;



     WHEREAS, the Company has solicited (the “Consent Solicitation”) the holders of record of its
Notes (each, a “Holder” and, collectively, the “Holders”) to direct the Trustee to execute and
deliver an amendment to the Indenture to amend the definition of “Contribution Debt” in Article I
of the Indenture (the “Amendment”);



     WHEREAS, Section 9.02 of the Indenture provides that, subject to certain inapplicable
exceptions, the Company and the Trustee may amend or supplement the Indenture and the Notes with
the consent of the Holders of at least a majority in principal amount of the Notes then outstanding
(the “Requisite Consents”);



     WHEREAS, if the conditions to the Consent Solicitation are met, Holders that delivered and
have not prior withdrawn a valid consent on a timely basis (the “Consenting Holders”) are entitled
to receive a consent fee (the “Consent Fee”) with respect to the Notes in respect of which they
have validly consented;



     WHEREAS, the Holders that have approved this Supplemental Indenture (as evidenced by their
execution of a Consent Form) constitute Holders of at least a majority in aggregate principal
amount of the Notes now outstanding and are willing to direct the Trustee to execute and deliver
the Supplemental Indenture;



     WHEREAS, consistent with the practice of The Depository Trust Company (“DTC”), DTC has
authorized direct participants in DTC set forth in the position listing of DTC as of the date
hereof to approve this Supplemental Indenture as if they were Holders of the Notes held of record
in the name of DTC or the name of its nominee;



     WHEREAS, the Trustee has been directed by the Holders of the requisite principal amount of
Notes to execute and deliver the Supplemental Indenture in its capacity as Trustee;



     WHEREAS, the execution and delivery of this Supplemental Indenture has been duly authorized by
the Company and all conditions and requirements necessary to make this instrument a valid and
binding agreement have been duly performed and complied with;



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     WHEREAS, the Company has agreed to indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Supplemental Indenture, except to the extent any such loss,
liability or expense may be attributable to its negligence, bad faith or willful misconduct; and



     NOW, THEREFORE, in consideration of the above premises, and for the purpose of memorializing
the amendments to the Indenture consented to by the Holders, each party agrees, for the benefit of
the others and for the equal and ratable benefit of the Holders, as follows:



ARTICLE I




AMENDMENT OF INDENTURE



     Section 1.1 (a) Amendment to Definitions. The first paragraph of the definition of
“Contribution Debt” in Section 1.01 of the Indenture is hereby amended to (i) delete the words
“with a Stated Maturity after the Stated Maturity of the Notes”, and insert the words “with a
Stated Maturity (a) in the case of clause (1) below on or after, or (b) in the case of clause (2)
below, after the Stated Maturity of the Notes” in place of the deleted text; (ii) delete the word
“half” and insert the words “$150 million (which amount is in respect of the cash proceeds of the
issuance of Qualified Equity Interests of the Company on May 12, 2011 in an aggregate amount of
$280 million)”; and (iii) delete the words “the aggregate amount of cash received”, and insert the
words “the aggregate gross amount of cash proceeds received” in place of the deleted text.


                         (b) Amendment to Section 4.06. Paragraph (b)(1) of Section 4.06 is hereby deleted in
its entirety and replaced with “[Reserved]”.


                         (c) Amendment to Section 4.07. Paragraph (a)(2) of Section 4.07 is hereby amended to
delete such paragraph (a)(2) in its entirety and to replace it with the following:




                    “(2) the Company’s Collateral Coverage Reserve would be not less than the ratio specified in
Section 4.18 that is then applicable, and”.



ARTICLE II




MISCELLANEOUS PROVISIONS



     Section 2.1 Effect of Supplemental Indenture.



     Prior to the Supplemental Indenture becoming effective, the Company shall deliver to the
Trustee an Officers’ Certificate certifying that all conditions precedent provided for in the
Indenture relating to the Supplemental Indenture have been satisfied. The Trustee may conclusively
rely upon such certificate to establish that such Requisite



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Consents have been obtained. Upon the execution and delivery of this Supplemental Indenture by
the Company and the Trustee, the Indenture shall be modified in accordance herewith, and this
Supplemental Indenture shall form a part of the Indenture for all purposes; and every Holder of the
Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound
thereby.




     Notwithstanding the foregoing, the Amendment set forth herein will have no effect, and this
Supplemental Indenture shall be null and void, if the Consent Fee is not paid to the Consenting
Holders in accordance with the terms and conditions of the Consent Solicitation.



     Section 2.2 Indenture Remains in Full Force and Effect.



     Except as supplemented and amended hereby, all provisions in the Indenture shall remain in
full force and effect.



     Section 2.3 Indenture and Supplemental Indenture Construed Together.



     This Supplemental Indenture is an indenture supplemental to and in implementation of the
Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed
together.



     Section 2.4 Confirmation of Indenture.



     The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects
confirmed and ratified.



     Section 2.5 Conflict with Trust Indenture Act.



     If any provision of this Supplemental Indenture limits, qualifies or conflicts with another
provision hereof which is required to be included in this Supplemental Indenture by any of the
provisions of the Trust Indenture Act of 1939, such required provision shall control.



     Section 2.6 Separability.



     In case any one or more of the provisions contained in this Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.



     Section 2.7 Successors and Assigns.



     All agreements in this Supplemental Indenture shall be binding upon and inure to the benefit
of the respective successors and assigns of the Company and the Trustee.



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     Section 2.8 Certain Duties and Responsibilities of the Trustee.



     In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of
every provision of the Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee, whether or not elsewhere herein so provided. The Trustee, for itself and
its successor or successors, accepts the terms of the Indenture as amended by this Supplemental
Indenture, and agrees to perform the same, but only upon the terms and provisions defining and
limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in
like manner define and limit its liabilities and responsibilities in the performance of the trust
created by the Indenture. The Trustee makes no representations as to the validity or sufficiency of
this Supplemental Indenture other than as to the validity of its execution and delivery by the
Trustee.



     Section 2.9 Governing Law.



     THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY OTHER CONFLICTS OF LAW PROVISIONS.



     Section 2.10 Duplicate Originals.



     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. The exchange of
copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall
constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto
and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the
parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for
all purposes.



[Signature Page Follows]






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SIGNATURES




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



	 	 	 	 	 
	 	HARBINGER GROUP INC.

as Issuer

 	 
	 	By:  	/S/ Francis T. McCarron
	 
	 	 	Name:  Francis T. McCarron
	 	 	Title:  Executive Vice President and

            Chief Financial Officer
	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

 	 
	 	By:  	/S/ Richard Prokosch
	 
	 	 	Name:  Richard Prokosch
	 	 	Title:  Vice President
	 




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