BOMBARDIER RECREATIONAL PRODUCTS INC. and the Guarantors Signatories Hereto 8 3/8% SENIOR SUBORDINATED NOTES DUE 2013 INDENTUREIndenture • June 17th, 2004 • BRP (Luxembourg) 4 S.a.r.l. • New York
INDENTURE dated as of December 18, 2003 among Bombardier Recreational Products Inc., a Canadian corporation (the “Company”), the Guarantors signatories hereto and U.S. Bank National Association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT Dated as of December 18, 2003 by and among BOMBARDIER RECREATIONAL PRODUCTS INC. and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO and MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as...Registration Rights Agreement • June 17th, 2004 • BRP (Luxembourg) 4 S.a.r.l.
This Agreement is made pursuant to the Purchase Agreement dated as of December 11, 2003 by and among the Company, the Guarantors and the Initial Purchasers (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of an aggregate of $200,000,000 principal amount of the Company’s 8 3/8% Senior Subordinated Notes due 2013 (the “Notes”) which are to be unconditionally guaranteed by the Guarantors on a senior subordinated basis (the “Guarantees” and together with the Notes, the “Securities”) as described in the Purchase Agreement. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement. All references to “$” herein refer to U.S. dollars.
SUPPLEMENTAL INDENTURESupplemental Indenture • June 17th, 2004 • BRP (Luxembourg) 4 S.a.r.l. • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of March 12, 2004 among Bombardier Recreational Products Australia Pty Ltd. (ACN 097 370 100) (the “Guaranteeing Subsidiary”), a subsidiary of Bombardier Recreational Products Inc. (or its permitted successor), a Canadian corporation (the “Company”), the Company, the other 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”).
BOMBARDIER RECREATIONAL PRODUCTS INC. (a Canadian corporation) 8-3/8% Senior Subordinated Notes due 2013 PURCHASE AGREEMENTPurchase Agreement • June 17th, 2004 • BRP (Luxembourg) 4 S.a.r.l.
CREDIT AGREEMENT Cdn$250,000,000 Revolving Facilities US$280,000,000 Term Facilities Dated as of December 18, 2003 Among Bombardier Recreational Products Inc., as Canadian Borrower, BRP (USA) Inc., as U.S. Revolving Borrower, BRP Holding LP, as U.S....Credit Agreement • June 17th, 2004 • BRP (Luxembourg) 4 S.a.r.l. • New York
THIS CREDIT AGREEMENT (this “Agreement”) is dated as of December 18, 2003 among Bombardier Recreational Products Inc., a corporation existing under the laws of Canada (the “Canadian Borrower”), as Canadian Borrower, BRP (USA) Inc., a corporation formed under the laws of Delaware (the “U.S. Revolving Borrower”), as U.S. Revolving Borrower, BRP Holding LP, a limited partnership formed under the laws of Delaware (the “U.S. Term Borrower” and, together with the Canadian Borrower and the U.S. Revolving Borrower, the “Borrowers”), as U.S. Term Borrower, the Guarantors (as defined) party hereto from time to time, each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereto or that shall become a “Lender” hereunder (individually, a “Lender” and, collectively, the “Lenders”), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as Global Transaction Coordinator, Royal Bank of Canada, as Canadian Transac
CANADIAN SECURITY AGREEMENT By BOMBARDIER RECREATIONAL PRODUCTS INC., as Canadian Borrower and THE GUARANTORS PARTY HERETO and BANK OF MONTREAL as Administrative AgentCanadian Security Agreement • June 17th, 2004 • BRP (Luxembourg) 4 S.a.r.l. • Ontario
CANADIAN SECURITY AGREEMENT dated as of December 18, 2003 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, the “Agreement”) made by Bombardier Recreational Products Inc., a corporation existing under the federal laws of Canada (the “Canadian Borrower”) and THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO (the “Original Guarantors”) OR FROM TIME TO TIME PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the “Additional Guarantors,” and together with the “Original Guarantors,” the “Guarantors”), as pledgors, assignors and debtors (the Canadian Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of Bank of Montreal, in its capacity as administrative agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any success
U.S. SECURITY AGREEMENT By BRP (USA) Inc., as U.S. Revolving Borrower and BRP Holding LP, as U.S. Term Borrower and THE GUARANTORS PARTY HERETO FROM TIME TO TIME and BANK OF MONTREAL, as Administrative AgentSecurity Agreement • June 17th, 2004 • BRP (Luxembourg) 4 S.a.r.l. • New York
NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Administrative Agent hereby agree as follows:
LIMITED LIABILITY COMPANY AGREEMENT OF BRP LLCLimited Liability Company Agreement • June 17th, 2004 • BRP (Luxembourg) 4 S.a.r.l. • Delaware
This Limited Liability Company Agreement (this “Agreement”) of BRP LLC, a Delaware limited liability company (the “Company”), is entered into and effective as of the 5th day of December 2003 by BRP Nova Scotia ULC as the sole initial member (the “Initial Member”) of the Company.
JOINDER AGREEMENTJoinder Agreement • June 17th, 2004 • BRP (Luxembourg) 4 S.a.r.l. • New York
JOINDER AGREEMENTJoinder Agreement • June 17th, 2004 • BRP (Luxembourg) 4 S.a.r.l. • New York
BOMBARDIER RECREATIONAL PRODUCTS INC. (a Canadian corporation) $200,000,000 Senior Subordinated Notes due 2013Purchase Agreement • June 17th, 2004 • BRP (Luxembourg) 4 S.a.r.l. • New York
AGREEMENT OF LIMITED PARTNERSHIP OF BRP HOLDING LPLimited Partnership Agreement • June 17th, 2004 • BRP (Luxembourg) 4 S.a.r.l. • Delaware
This Agreement of Limited Partnership of BRP HOLDING LP (this “Agreement”) is entered into as of the 4th day of December 2003 by and between, Bombardier Produits Récréatifs Inc./Bombardier Recreational Products Inc. as general partner (the “General Partner”), and 4186524 Canada Inc., as limited partner (the “Limited Partner”).
AMENDED AND RESTATED PURCHASE AGREEMENT DATED AS OF DECEMBER 2, 2003Purchase Agreement • June 17th, 2004 • BRP (Luxembourg) 4 S.a.r.l.
WHEREAS BMCA (as defined herein) desires to sell and the Purchaser desires to purchase, or cause one or more of its Subsidiaries to purchase, all of the U.S. Patents and Trade-marks (as defined herein) prior to the completion of the purchase and sale of the outstanding shares of BMCA (as defined herein) pursuant to a U.S. IP Assignment (as defined herein) as set forth herein and therein;
JOINDER AGREEMENTJoinder Agreement • June 17th, 2004 • BRP (Luxembourg) 4 S.a.r.l. • New York
