RIDDELL BELL HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 8.375% SENIOR SUBORDINATED NOTES DUE 2012Indenture • April 7th, 2005 • Bell Powersports, Inc. • Sporting & athletic goods, nec • New York
INDENTURE dated as of September 30, 2004 among Riddell Bell Holdings, Inc., a Delaware corporation, the Guarantors (as defined) and U.S. Bank National Association, as trustee.
Exchange and Registration Rights AgreementBell Powersports, Inc. • April 7th, 2005 • Sporting & athletic goods, nec • New York
Riddell Bell Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $140,000,000 principal amount of its 8.375% Senior Subordinated Notes due 2012, which are unconditionally guaranteed by the Guarantors named in Schedule I hereto. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
RHC LICENSING, LLC LIMITED LIABILITY COMPANY AGREEMENT RECITALSLimited Liability Company Agreement • April 7th, 2005 • Bell Powersports, Inc. • Sporting & athletic goods, nec • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of RHC Licensing, LLC (the “Company”) is entered into as of November 20, 2003 by Riddell Sports Group, Inc., a Delaware corporation (the “Member”).
RIDDELL BELL HOLDINGS, INC.Bell Powersports, Inc. • April 7th, 2005 • Sporting & athletic goods, nec
This letter confirms the agreement between you and Riddell Bell Holdings, Inc. (the “Company”) concerning the consulting services you will provide to the Company and its Affiliates Bell Sports, Inc. and Bell Power Sports (together, “Bell Sports”).
AMENDED AND RESTATED BY-LAWS OF RIDDELL SPORTS GROUP, INC.Bell Powersports, Inc. • April 7th, 2005 • Sporting & athletic goods, nec
FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2005 • Bell Powersports, Inc. • Sporting & athletic goods, nec • Illinois
This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is entered into by and between Riddell, Inc., an Illinois corporation, with its principal office located at 3670 North Milwaukee Avenue, Chicago, Illinois 60641 (the “Company”) and William Sherman, residing at 504 South Cumberland Avenue, Park Ridge, Illinois 60068 (the “Executive”), as of September 30, 2004.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2005 • Bell Powersports, Inc. • Sporting & athletic goods, nec • Illinois
which the Company or any of its subsidiaries is, from time to time, a party, (ii) cash used to pay the Parent’s operating expenses, including without limitation, current trade or other accounts payable, taxes, and legal, audit and other advisor fees, or (ii) the proceeds from any sale of Units or other securities of the Parent; and
EMPLOYMENT AGREEMENTEmployment Agreement • April 29th, 2005 • Bell Powersports, Inc. • Sporting & athletic goods, nec • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is between WILLIAM N. FRY (the “Executive”) and RIDDELL BELL HOLDINGS, INC., a Delaware corporation (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 7th, 2005 • Bell Powersports, Inc. • Sporting & athletic goods, nec • Illinois
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of May 3, 2004 by and between Riddell, Inc., an Illinois corporation, with its principal office located at 3670 North Milwaukee Avenue, Chicago, Illinois 60641 (“Riddell” or the “Company”), and Eric Brenk, residing at 11675 Candy Rose Way, San Diego, CA 92131 (“Executive”).
CREDIT AND GUARANTY AGREEMENT dated as of September 30, 2004 among RIDDELL BELL HOLDINGS, INC., RBG HOLDINGS CORP., CERTAIN SUBSIDIARIES OF RIDDELL BELL HOLDINGS, INC., as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Lead...Credit and Guaranty Agreement • April 7th, 2005 • Bell Powersports, Inc. • Sporting & athletic goods, nec • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of September 30, 2004, is entered into by and among RIDDELL BELL HOLDINGS, INC. (the “Company”), a Delaware corporation, RBG HOLDINGS CORP. (“Holdings”), a Delaware corporation, CERTAIN SUBSIDIARIES OF RIDDELL BELL HOLDINGS, INC., as Guarantors, the Lenders party thereto from time to time, and GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Joint Lead Arranger, Joint Bookrunner, Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”), WACHOVIA CAPITAL MARKETS, LLC (“Wachovia Securities”), as Joint Lead Arranger and Joint Bookrunner, WACHOVIA BANK, NATIONAL ASSOCIATION (“WBNA”), as the Sole Syndication Agent (in such capacity, “Syndication Agent”), and ANTARES CAPITAL CORPORATION (“Antares”), as a Co-Documentation Agent, GMAC COMMERCIAL FINANCE LLC (“GMAC”), as a Co-Documentation Agent and UBS SECUR
PLEDGE AND SECURITY AGREEMENT dated as of September 30, 2004 between EACH OF THE GRANTORS PARTY HERETO and GOLDMAN SACHS CREDIT PARTNERS L.P., as the Collateral AgentPledge and Security Agreement • April 7th, 2005 • Bell Powersports, Inc. • Sporting & athletic goods, nec • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of September 30, 2004 (this “Agreement”), between EACH OF THE UNDERSIGNED, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and Goldman Sachs Credit Partners L.P., as collateral agent for the Secured Parties (as herein defined) (together with its permitted successors in such capacity, the “Collateral Agent”).
