EXECUTION COPY
REMINGTON ARMS COMPANY,
INC.
as Issuer,
the NEW GUARANTORS party
hereto
and
U.S. Bank National
Association
as Trustee
______________________________
SECOND SUPPLEMENTAL
INDENTURE
Dated as of May 12,
2008
______________________________
10½% Senior Notes due
2011
This SECOND SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”), is dated as of May 12,
2008, by and among Remington Arms Company, Inc., a Delaware
corporation (the “Company”); U.S. Bank National
Association as Trustee (the “Trustee”); and each of RA
Brands, L.L.C., The Marlin Firearms Company and H&R 1871, LLC
(each, a “New Guarantor”).
W I T N E S S E T
H:
WHEREAS , the Company has heretofore executed and
delivered to the Trustee an indenture dated as of January 24, 2003
(as amended, the “Indenture”), pursuant to which the
Company has issued $200,000,000 principal amount of its 10½%
Senior Notes due 2011 (the “Notes”);
WHEREAS , Section 4.14 of the Indenture provides
that under certain circumstances the Company is required to cause
the New Guarantors to execute and deliver to the Trustee a
supplemental indenture pursuant to which the New Guarantors shall
unconditionally guarantee all of the Company’s obligations
under the Notes pursuant to a Note Guarantee on the terms and
conditions set forth herein; and
WHEREAS , pursuant to Section 9.06 of the
Indenture, the Trustee is 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 New Guarantors and the Trustee mutually
covenant and agree for the equal
