CODERE FINANCE 2 (LUXEMBOURG) S.A., as Issuer. CODERE, S.A., as Parent Guarantor. GLAS TRUST CORPORATION LIMITED, as Trustee and Security Agent

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Julie Posy Mosley
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1 EXECUTION VERSION CODERE FINANCE 2 (LUXEMBOURG) S.A., as Issuer CODERE, S.A., as Parent Guarantor GLAS TRUST CORPORATION LIMITED, as Trustee and Security Agent GLAS AMERICAS LLC, as Registrar and Transfer Agent and BANCO BILBAO VIZCAYA ARGENTARIA, S.A., as Paying Agent First Supplemental Indenture Dated as of September 20, 2017

2 FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture ), dated as of September 20, 2017, among Codere Finance 2 (Luxembourg) S.A., a public limited liability company (société anonyme) incorporated under the laws of Luxembourg and having its registered office at 6c, rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg, and registered with the Luxembourg Trade and Companies Register under number B (the Issuer ), Codere, S.A. (the Parent Guarantor ), Glas Trust Company Limited, as trustee and security agent (the Trustee ) and as representative (rappresentante) pursuant to and for the purposes set forth under Article 2414-bis, paragraph 3 of the Italian Civil Code, Glas Americas LLC, as registrar and transfer agent (the Transfer Agent ), and Banco Bilbao Vizcaya Argentaria, S.A., as paying agent ( Paying Agent ). Any capitalized terms not defined herein shall have the meaning specified in the Indenture (as defined below). WHEREAS, the Issuer, the Parent Guarantor, the Subsidiary Guarantors, the Trustee, the Transfer Agent and the Paying Agent have heretofore executed and delivered an indenture (the Indenture ), dated as of November 8, 2016, providing, among other things, for the issuance of the Issuer s dollar denominated 7.625% Senior Secured Notes due 2021 and the Issuer s euro denominated 6.750% Senior Secured Notes due 2021; WHEREAS, Section 9.01(a) of the Indenture permits the Issuer, the Guarantors, the Trustee and the other parties thereto to amend or supplement the Indenture to cure any ambiguity, defect or inconsistency; WHEREAS, the penultimate paragraph of Section 9.01 provides that the Subsidiary Guarantors need not be a party to any amendment to the Indenture referred to in Section 9.01(a); WHEREAS, Section 4.10(a)(i) of the Indenture regarding the limitation on Liens contains the words provided that instead of or unless, and the use of the phrase provided that constitutes an ambiguity, defect or inconsistency; WHEREAS, certain references in the Indenture refer to sections that do not exist, refer to numbers instead of romanettes or contain references that are manifestly defective, and each such reference constitutes an ambiguity, defect or inconsistency; WHEREAS, pursuant to Section 9.08 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Issuer and the Guarantors, in accordance with its terms, have been done. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors, the Trustee, the Transfer Agent and the Paying Agent mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: Section 1. Limitation on Liens. Section 4.10(a)(i) of the Indenture is hereby amended by deleting the phrase provided that in Section 4.10(a)(i) in its entirety and replacing it with or unless. 2

3 by: Section 2. Other Amendments and Supplements. The Indenture is hereby amended (a) Amending the defined term Permitted Liens in Section 1.01 by: (i) (ii) (iii) in clause (1) thereof, deleting the reference to clause (1) and replacing it with the phrase clause (i) ; in clause (9) thereof, deleting the reference to clause (11) and replacing it with the phrase clause (xi) ; and in clause (18) thereof, deleting the reference to clauses (8) or (14) and replacing it with the phrase clauses (viii) or (xiv). (b) Amending the third paragraph of Section 2.03 by replacing, in each place where it appears, the phrase Section 14.02(a) with Section (c) Amending the first paragraph of Section 3.04 by replacing the phrase Section 14.02(b) with Section (d) Amending the first paragraph of Section 4.05 by replacing the phrase Section 4.05(a) with Section (e) Amending Section 4.06(b)(xix) by replacing the phrase clause (b)(3)(b) of Section 4.07 with clause (b)(iii)(b) of Section (f) Amending Section 4.21(a) by replacing the phrase Sections 4.21 (a) with the first paragraph of this Section (g) Amending Section 6.01 by inserting the reference (a) prior to the phrase Each of the following. (h) Amending the penultimate paragraph of Section 9.01 by inserting the symbol ) immediately following the word above. (i) Amending Sections 9.07 and by replacing the phrase Section 14.02(b) in each place where it appears with Section 14.02(a). Section 3. Effect of this Supplemental Indenture. This Supplemental Indenture supplements the Indenture and shall be a part, and subject to all the terms, thereof. Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all terms, provisions and conditions thereof shall be and remain in full force and effect. Section 4. References to Indenture. All references to the Indenture in the Indenture or in any other document executed or delivered in connection therewith shall, from and after the execution and delivery of this Supplemental Indenture, be deemed a reference to the Indenture as amended hereby, unless the context expressly requires otherwise. 3

4 Section 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF. FOR THE AVOIDANCE OF DOUBT, ARTICLES 84 TO 94-8 OF THE LUXEMBOURG AMENDED COMPANIES LAW DATED AUGUST 10, 1915 DO NOT APPLY. Section 6. Effect of Headings. The headings of the Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. Section 7. Counterparts. This Supplemental Indenture may be signed in any number of counterparts (which may include counterparts delivered by any standard form of telecommunication, including, without limitation, electronic transmission), each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Supplemental Indenture. [Signature page follows.] 4

REMINGTON OUTDOOR COMPANY, INC. (Exact name of company as specified in its charter)

REMINGTON OUTDOOR COMPANY, INC. (Exact name of company as specified in its charter) Also known as Freedom Group, Inc. Delaware 26-0174491 (State or other jurisdiction of incorporation or organization)