Exhibit 4.10


 


SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”)
dated as of April 7, 2010, among Freedom Group, Inc., a Delaware
corporation (the “Original Issuer”), FGI Operating Company, Inc., a
Delaware corporation (the “Successor”), Bushmaster Firearms
International, LLC, DPMS Firearms LLC, E-RPC, LLC, RA Brands, L.L.C., Remington
Arms Company, Inc., H&R 1871, LLC and The Marlin Firearms Company
(collectively, the “Guarantors”) and Wilmington Trust FSB, a federal
savings bank, as trustee under the indenture referred to below (the “Trustee”).


 


W I T N E S S E T H :


 


WHEREAS, the Original Issuer and the Guarantors have heretofore
executed and delivered to the Trustee an Indenture (as amended, supplemented or
otherwise modified, the “Indenture”) dated as of July 29, 2009,
providing for the issuance of the Original Issuer’s 101⁄4% Senior Secured Notes
due 2015 (the “Notes”), initially in the aggregate principal amount of
$200,000,000, and providing for the guarantee of the Issuer’s obligations under
the Notes by the Guarantors;


 


WHEREAS, the Original Issuer and the Guarantors have heretofore
executed and delivered to the Trustee a Supplemental Indenture dated as of November 3,
2009, providing for the issuance of an additional $75,000,000 aggregate
principal amount of Notes as Additional Securities under the Indenture;


 


WHEREAS, on the date hereof, the Original Issuer has transferred
certain of its assets and liabilities to the Successor (the “Transfer”);


 


WHEREAS, Section 5.01 of the Indenture provides that in connection
with the Transfer, the Successor is required to execute and deliver to the
Trustee a supplemental indenture pursuant to which the Successor expressly
assumes all of the obligations of the Original Issuer under the Indenture and the
Notes on the terms and conditions set forth herein;


 


WHEREAS, Section 5.01 of the Indenture provides that in connection
with the Transfer, the Successor is required to be a corporation, partnership
or limited liability company organized or existing under the laws of the United
States, any state thereof, the District of Columbia, or any territory thereof;


 


WHEREAS, the Successor is a Delaware corporation;


 


WHEREAS, Section 5.01 of the Indenture provides that in connection
with the Transfer each Guarantor is required to execute and deliver to the
Trustee a supplemental indenture pursuant to which each Guarantor shall confirm
that its guarantee shall apply to the Successor’s obligations under the
Indenture and the Notes;


 


WHEREAS, Section 5.01 of the Indenture provides that in connection
with the Transfer (a) the Successor is required to cause such amendments,
supplements or other instruments to be executed, delivered, filed and recorded,
as applicable, in such jurisdictions as may be required by applicable law to
preserve and protect the Lien of the Security Documents on 


 

















 


the Collateral owned by or transferred to the
Successor and (b) that the Collateral shall (x) continue to
constitute Collateral under the Indenture and the Security Documents, (y) be
subject to the Lien in favor of the Collateral Agent for the benefit of the
Trustee and (z) not be subject to any Lien other than Permitted Liens;


 


WHEREAS, (a) on the date hereof, the Successor has caused such
amendments, supplements or other instruments to be executed, delivered, filed
and recorded, as applicable, to preserve and protect the Lien of the Security
Documents on the Collateral, and (b) as of the date hereof, the Collateral
(x) constitutes Collateral under Indenture and the Security Documents, (y) is
subject to the Lien in favor of the Collateral Agent for the benefit of the
Trustee and (z) is not subject to any Lien other than a Permitted Lien;


 


WHEREAS, Sections 5.01(a)(vi) and 13.04 of the Indenture provide
that in connection with the Transfer, the Original Issuer shall have delivered
to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that the Transfer and this Second Supplemental Indenture comply with the
Indenture and that in the opinion of such officers or of such counsel, as
applicable, all conditions precedent provided for in the Indenture relating to
the Transfer and this Second Supplemental Indenture have been satisfied, and
such Officers’ Certificate and Opinion of Counsel have been delivered to the
Trustee on the date hereof;


 


WHEREAS, pursuant to Section 5.01 of the Indenture, concurrently
with the Transfer in accordance with or permitted by Section 5.01 of the
Indenture, the Successor shall succeed to and be substituted for the Original
Issuer under the Indenture, and the Original Issuer shall thereby be released
of its obligations under the Indenture and the Notes;


 


WHEREAS, in accordance with Section 9.01 of the Indenture, the
parties hereto desire to amend the Indenture as described below; and


 


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


 


NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Original Issuer, the Successor, the Guarantors, and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders of the
Notes as follows:


 


1.             Defined Terms.  As used in this Second Supplemental
Indenture, capitalized terms defined in the Indenture and not otherwise defined
herein have the meanings assigned such terms in the Indenture.  The words “herein,” “hereof” and “hereby” and
other words of similar import used in this Second Supplemental Indenture refer
to this Second Supplemental Indenture as a whole and not to any particular
section hereof.


 


2.             Agreement to
Assume Obligations.  The Successor
hereby assumes the Original Issuer’s obligations under the Indenture and the
Notes on the terms and subject to the conditions set forth in the Indenture and
the Notes, and succeeds to and is substituted for, and may exercise every right
and power of, the Issuer under the Indenture and the Notes with the same effect
as if such Successor has been named as the Issuer in the Indenture and the
Notes, and 


 


2

















 


the Original Issuer shall thereby be released of its
obligations under the Indenture and the Notes as the Issuer.


 


3.             Confirmation of
Guarantee.  Each of the Guarantors
hereby confirms that its guarantee shall apply to the Successor’s obligations
under the Indenture and the Notes on the terms and subject to the conditions
set forth in the Indenture and the Notes.


 


4.             Notices.  All notices or other communications to the
Successor or a Guarantor shall be given and addressed as provided in Section 13.02
of the Indenture.


 


5.             Miscellaneous.  For any periods or dates which the Successor
does not have historical financial statements available, it shall be entitled
to use and rely on the financial statements of its predecessor or successor, as
the case may be.


 


6.             Ratification of
Indenture; Supplemental Indentures 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 Second Supplemental Indenture shall form
a part of the Indenture for all purposes, and every holder of Notes heretofore
or hereafter authenticated and delivered shall be bound hereby.


 


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


 


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


 


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


 


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


 


3

















 


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


 


 


	
   

  	
  FGI
  OPERATING COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fredric E.
  Roth, Jr.

  
	
   

  	
   

  	
  Name: Fredric E.
  Roth, Jr.

  
	
   

  	
   

  	
  Title: Senior Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  FREEDOM
  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ted Torbeck

  
	
   

  	
   

  	
  Name: Ted Torbeck

  
	
   

  	
   

  	
  Title: CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REMINGTON ARMS COMPANY,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ted Torbeck

  
	
   

  	
   

  	
  Name: Ted Torbeck

  
	
   

  	
   

  	
  Title: CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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,
  Secretary and Treasurer

  



 


 


[101⁄4% Senior Secured Notes due 2015 Second
Supplemental Indenture]


 

















 


	
   

  	
  H&R 1871, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julie Sears

  
	
   

  	
   

  	
  Name: Julie Sears

  
	
   

  	
   

  	
  Title: Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BUSHMASTER FIREARMS
  INTERNATIONAL, LLC    

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen P.
  Jackson, Jr.

  
	
   

  	
   

  	
  Name: Stephen P.
  Jackson, Jr.

  
	
   

  	
   

  	
  Title: Executive Vice President, CFO and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DPMS FIREARMS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen P.
  Jackson, Jr.

  
	
   

  	
   

  	
  Name: Stephen P.
  Jackson, Jr.

  
	
   

  	
   

  	
  Title: Executive Vice President, CFO and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  E-RPC, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen P.
  Jackson, Jr.

  
	
   

  	
   

  	
  Name: Stephen P.
  Jackson, Jr.

  
	
   

  	
   

  	
  Title: CFO

  



 


 


[101⁄4% Senior Secured Notes due 2015 Second
Supplemental Indenture]


 

















 


	
   

  	
  WILMINGTON TRUST FSB, AS
  TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph P. O’Donnell

  
	
   

  	
   

  	
  Name: Joseph P. O’Donnell

  
	
   

  	
   

  	
  Title: Vice President

  



 


 


[101⁄4% Senior Secured Notes due 2015 Second
Supplemental Indenture]