Exhibit 4.11


 


THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”)
dated as of April 7, 2010, among FGI Operating Company, Inc., a
Delaware corporation (the “Issuer”), Freedom Group, Inc. (“FGI”)
and FGI Holding Company, Inc. (together with FGI, the “Parent
Guarantors”) and Wilmington Trust FSB, a federal saving bank, as trustee under
the indenture referred to below (the “Trustee”).


 


W I T N E
S S E T H :


 


WHEREAS, FGI, prior to the Transfer described below, and 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”) 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 101⁄4% Senior Secured Notes due 2015 (the “Notes”) of FGI,
initially in the aggregate principal amount of $200,000,000, and providing for
the guarantee of FGI’s obligations under the Notes by the Guarantors;


 


WHEREAS, FGI 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, prior hereto FGI transferred certain of its assets and
liabilities to the Issuer (the “Transfer”);


 


WHEREAS, the Issuer, FGI and the Guarantors have heretofore executed and
delivered to the Trustee a Second Supplemental Indenture dated as of April 7,
2010, whereby the Issuer assumed all of FGI’s obligations under the Indenture
and the Notes and each Guarantor confirmed that its guarantee applies to the
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;


 


WHEREAS, each of the Parent Guarantors desires to execute and deliver
to the Trustee a supplemental indenture pursuant to which such Parent Guarantor
shall unconditionally guarantee all of the Issuer’s obligations under the
Indenture and the Notes pursuant to a Guarantee on the terms and conditions set
forth herein;


 


WHEREAS, Section 13.04 of the Indenture provides that in
connection with this Third Supplemental Indenture, the Issuer shall have
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that in the opinion of such officers or of such counsel, as
applicable, all conditions precedent provided for in the Indenture relating to
this Third Supplemental Indenture have been satisfied, and such Officers’
Certificate and Opinion of Counsel have been delivered to the Trustee on the
date hereof;


 


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


 

















 


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


 


NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Issuer, the Parent 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 Third 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 Third Supplemental Indenture refer
to this Third Supplemental Indenture as a whole and not to any particular
section hereof.


 


2.             Agreement to
Guarantee.  Each of the Parent
Guarantors hereby agrees, jointly and severally with the existing Guarantors,
to unconditionally guarantee the Issuer’s obligations under the Notes on the
terms and subject to the conditions set forth in Article 10 of the Indenture
and to be bound by all other applicable provisions of the Indenture and the
Notes applying to a Guarantor and to perform all of the obligations and
agreements of a Guarantor under the Indenture; provided, that such
Parent Guarantor may, upon notice to the Trustee, be released and discharged
from all its obligations under Article 10 of the Indenture.


 


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


 


4.             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 Third 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.


 


5.             Governing Law.  THIS THIRD
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 Third Supplemental
Indenture.


 


7.             Counterparts.  The parties may sign any number of copies of
this Third 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 effect the construction thereof.


 


2

















 


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


 


 


	
   

  	
  FREEDOM
  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ted Torbeck

  
	
   

  	
   

  	
  Name: Ted Torbeck

  
	
   

  	
   

  	
  Title: CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FGI
  HOLDING COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fredric E.
  Roth, Jr.

  
	
   

  	
   

  	
  Name: Fredric E.
  Roth, Jr.

  
	
   

  	
   

  	
  Title: Senior Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FGI
  OPERATING COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Fredric E.
  Roth, Jr.

  
	
   

  	
   

  	
  Name: Fredric E.
  Roth, Jr.

  
	
   

  	
   

  	
  Title: Senior Vice President, General Counsel and Secretary

  



 

















 


	
   

  	
  WILMINGTON TRUST FSB, AS
  TRUSTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph P. O’Donnell

  
	
   

  	
   

  	
  Name: Joseph P. O’Donnell

  
	
   

  	
   

  	
  Title: Vice President