Exhibit 4.3
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of August 9, 2016, among VISTA OUTDOOR INC., a Delaware corporation (the “Company”), ADVANCED ARROW S.DE R.L. DE C.V., a Mexican limited liability company with variable stock and an indirect wholly-owned subsidiary of the Company (“Advanced Arrow”), and HYDROSPORT, S. DE R.L. DE C.V., a Mexican limited liability company with variable stock and an indirect wholly-owned subsidiary of the Company (together with Advanced Arrow, the “Guaranteeing Subsidiaries”), the other Subsidiary Guarantors (as defined in the Indenture referred to herein), and U.S. BANK NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
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 August 11, 2015 (as supplemented by the First Supplemental Indenture dated as of August 11, 2015, the “Indenture”), among the Company, the Guarantors named therein and the Trustee, providing for the issuance from time to time of notes of the company (the “Notes”);
WHEREAS, the Company desires to add the Guaranteeing Subsidiaries as Guarantors under the Indenture;
WHEREAS, pursuant to Section 9.01(10) of the Indenture, the Trustee, the Company and the Subsidiary Guarantors are authorized to execute and deliver this Second Supplemental Indenture without the consent of any Holder;
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Unless otherwise defined in this Second Supplemental Indenture, capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreement to be Bound; Guarantee. Each Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Subsidiary Guarantor and as such agrees that it will have all of the rights and will be subject to all of the obligations (including the Guaranteed Obligations) and agreements of a Subsidiary Guarantor under the Indenture. In furtherance of the foregoing, each Guaranteeing Subsidiary shall be deemed a Subsidiary Guarantor for purposes of Article X of the Indenture, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
4. 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. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Second 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.
5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Second 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 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.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| ADVANCED ARROW S.DE R.L. DE C.V. | |
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| By: | /s/ Scott D. Chaplin |
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| Name: Scott D. Chaplin |
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| Title: Secretary |
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| HYDROSPORT, S. DE R.L. DE C.V. | |
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| By: | /s/ Scott D. Chaplin |
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| Name: Scott D. Chaplin |
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| Title: Secretary |
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| VISTA OUTDOOR INC. | |
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| By: | /s/ Stephen M. Nolan |
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| Name: Stephen M. Nolan |
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| Title: Chief Financial Officer |
| BEE STINGER, LLC | |
| BOLLÉ AMERICA, INC. | |
| BOLLÉ INC. | |
| BUSHNELL GROUP HOLDINGS, INC. | |
| BUSHNELL HOLDINGS, INC. | |
| BUSHNELL, INC. | |
| CALIBER COMPANY | |
| CAMELBAK ACQUISITION CORP. | |
| CAMELBAK PRODUCTS LLC | |
| DOUBLE BULL ARCHERY, INC. | |
| EAGLE INDUSTRIES UNLIMITED, INC. | |
| EAGLE MAYAGUEZ, LLC | |
| EAGLE NEW BEDFORD, INC. | |
| FEDERAL CARTRIDGE COMPANY | |
| GOLD TIP, LLC | |
| JIMMY STYKS, LLC | |
| MICHAELS OF OREGON CO. | |
| MIKE’S HOLDING COMPANY | |
| MILLETT INDUSTRIES | |
| NIGHT OPTICS USA, INC. | |
| OLD WSR, INC. | |
| OPT HOLDINGS INC. | |
| PRIMOS INC. | |
| SAVAGE ARMS, INC. | |
| SAVAGE RANGE SYSTEMS, INC. | |
| SAVAGE SPORTS CORPORATION | |
| SAVAGE SPORTS HOLDINGS, INC. | |
| SERENGETI EYEWEAR, INC. | |
| STONEY POINT PRODUCTS INC. | |
| TASCO HOLDINGS, INC. | |
| TASCO OPTICS CORPORATION | |
| VISTA COMMERCIAL AMMUNITION COMPANY INC. | |
| VISTA COMMERCIAL AMMUNITION HOLDINGS COMPANY INC. | |
| VISTA OUTDOOR OPERATIONS LLC | |
| VISTA OUTDOOR SALES LLC | |
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| By: | /s/ Stephen M. Nolan |
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| Name: Stephen M. Nolan |
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| Title: Chief Financial Officer |
| U.S. BANK NATIONAL ASSOCIATION, as Trustee | |
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| By: | /s/ Donald T. Hurrelbrink |
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| Name: Donald T. Hurrelbrink |
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| Title: Vice President |