AGREEMENTEmployment Agreement • March 25th, 2008 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • California
AGREEMENT made and entered into by and between Easton-Bell Sports, Inc. (the “Company” ) and Anthony D’Onofrio (the “Executive”), as of the 9th day of July, 2007 (the “Effective Date”).
ASSET PURCHASE AGREEMENT among BPS GREENLAND INC., BPS GREENLAND CORP., EASTON SPORTS, INC., EASTON SPORTS CANADA, INC., EASTON-BELL SPORTS, LLC, EASTON-BELL SPORTS, INC. and BAUER HOCKEY, INC. Dated as of February 13, 2014Asset Purchase Agreement • February 19th, 2014 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • New York
This Asset Purchase Agreement (this “Agreement”) is entered into as of February 13, 2014 by and among BPS Greenland Inc., a Delaware corporation (the “U.S. Buyer”), BPS Greenland Corp., a corporation governed by the Canada Business Corporations Act (the “Canadian Buyer”, and together with the U.S. Buyer, the “Buyers”), Easton Sports, Inc., a California corporation (“ESI”), Easton Sports Canada, Inc., a Canadian corporation (“ESC” and, together with ESI, the “Sellers”), Easton-Bell Sports, LLC, a Delaware limited liability company and Easton-Bell Sports, Inc., a Delaware corporation (each, a “Seller Guarantor” and collectively, the “Sellers’ Guarantors”), and, solely with respect to Section 8.19, Bauer Hockey, Inc., a Vermont corporation (the “Buyers’ Guarantor”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2013 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • Delaware
This Employment Agreement (hereinafter referred to as this “Agreement”) is made and entered into by and between Easton-Bell Sports, Inc. (the “Company”) and Timothy P. Mayhew (the “Executive”) as of the 19th day of April, 2013 (the “Effective Date”).
SECOND AMENDED AND RESTATED AGREEMENTEmployment Agreement • March 27th, 2012 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • California
This Amended and Restated Agreement (hereinafter referred to as this “Agreement”) is made and entered into by and between Easton-Bell Sports, Inc. (the “Company”) and Paul E. Harrington (the “ Executive”) as of the 5th day of March, 2012 (the “Effective Date”) amending in part and restating that certain Amended and Restated Agreement between the parties dated as of the 3rd day of December, 2009 (the “Prior Agreement”) which amended and restated that certain Agreement between the parties dated as of the fifth day of March, 2008 (the “Original Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2012 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Easton-Bell Sports, Inc. (the “Company”) and Jackelyn E. Werblo (the “Executive”), dated as of the 31st of January, 2012.
AGREEMENTEmployment Agreement • November 4th, 2005 • Riddell Bell Holdings, Inc. • Sporting & athletic goods, nec • Texas
AGREEMENT made and entered into by and between Riddell Bell Holdings, Inc. (“Holdings” or the “Company”), which has a principal place of business in Irving, Texas, and Jeffrey Gregg of Dallas, Texas (the “Executive”), effective as of the 1st day of April, 2005.
INTERCREDITOR AGREEMENTIntercreditor Agreement • March 16th, 2010 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • New York
Intercreditor Agreement (this “Agreement”), dated as of December 3, 2009, among JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Representative”) for the ABL Secured Parties (as defined below), U.S. Bank National Association (“U.S. Bank”), as collateral agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Note Representative”) for the Note Secured Parties (as defined below) and each of the Loan Parties (as defined below) party hereto.
AMENDED AND RESTATED AGREEMENTEmployment Agreement • March 16th, 2010 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • California
This Amended and Restated Agreement (hereinafter referred to as this “Agreement”) is made and entered into by and between Easton-Bell Sports, Inc. (the “Company”) and Paul E. Harrington (the “ Executive”) as of the 3rd day of December, 2009 (the “Effective Date”), amending in part and restating that certain Agreement between the parties dated as of the fifth day of March, 2008 (the “Original Agreement”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 30th, 2006 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of March 16, 2006, among the entities listed on Schedule I hereto (each, a “Guaranteeing Subsidiary”), each of which is a subsidiary of Easton-Bell Sports, Inc. (or its permitted successor), a Delaware 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”).
CREDIT AND GUARANTY AGREEMENT dated as of March 16, 2006 among EASTON-BELL SPORTS, INC., as U.S. Borrower, CERTAIN CANADIAN SUBSIDIARIES OF EASTON BELL SPORTS, INC., as Canadian Borrowers, RBG HOLDINGS CORP., and CERTAIN SUBSIDIARIES OF EASTON BELL...Credit and Guaranty Agreement • March 30th, 2006 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • Ontario
This CREDIT AND GUARANTY AGREEMENT, dated as of March 16, 2006, is entered into by and among EASTON-BELL SPORTS, INC. f/k/a Riddell-Bell Holdings, Inc., as U.S. Borrower (the “Company”), a Delaware corporation, CERTAIN CANADIAN SUBSIDIARIES OF THE COMPANY, as Canadian borrowers (the “Canadian Borrowers”, and together with the Company, the “Borrowers”), RBG HOLDINGS CORP. (“Holdings”), a Delaware corporation, CERTAIN SUBSIDIARIES OF THE COMPANY (together with Holdings, the U.S. Guarantors), CERTAIN SUBSIDIARIES OF THE COMPANY (together with the Company, Holdings and the U.S. Guarantors, collectively, the “Canadian Guarantors”), the Lenders party thereto from time to time, and WACHOVIA BANK, NATIONAL ASSOCIATION, as 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 Arra
Easton-Bell Sports, Inc.Consulting Agreement • March 28th, 2013 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec
Reference is hereby made to that letter agreement between you and Easton-Bell Sports, Inc. (f/k/a/ Riddell Bell Holdings, Inc.) (the “Company”) concerning the consulting services you provide to the Company and its Affiliates, dated October 1, 2004 (the “Consulting Letter”). This letter agreement hereby amends and restates the Consulting Letter in its entirety.
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2008 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • California
AGREEMENT made and entered into by and between Easton-Bell Sports, Inc. (the “Company”) and Donna L. Flood (the “Executive” and, with the Company, the “Parties”), dated as of November 10, 2008.
EASTON-BELL SPORTS, INC., THE GUARANTORS PARTIES HERETO AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 9.750% Senior Secured Notes due 2016 INDENTURE Dated as of December 3, 2009Indenture • December 9th, 2009 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • New York
INDENTURE dated as of December 3, 2009, among EASTON-BELL SPORTS, INC., a Delaware corporation (the “Company”), THE GUARANTORS (as defined herein) parties hereto and U.S. BANK NATIONAL ASSOCIATION (the “Trustee”), as Trustee.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • March 30th, 2006 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of April 11, 2005, among Bell Racing Company, a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Riddell Bell Holdings, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to below) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2011 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Easton-Bell Sports, Inc. (the “Company”) and Donna L. Flood (the “Executive”), dated as of the 13th Day of April amending in part and restating that certain Employment Agreement between the parties dated as of November 10, 2008 (the “Original Agreement”).
PLEDGE AND SECURITY AGREEMENT dated as of March 16, 2006 between EACH OF THE GRANTORS PARTY HERETO and WACHOVIA BANK, NATIONAL ASSOCIATION, as the Collateral AgentPledge and Security Agreement • March 30th, 2006 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of March 16, 2006 (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 WACHOVIA BANK, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (as herein defined) (together with its permitted successors in such capacity, the “Collateral Agent”).
FACE OF NOTE]Security Agreement • December 9th, 2009 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION S
Stock Purchase AgreementStock Purchase Agreement • February 7th, 2006 • Riddell Bell Holdings, Inc. • Sporting & athletic goods, nec • California
This Stock Purchase Agreement (this “Agreement”) is made and entered into as of February 1, 2006 (the “Agreement Date”), by and between Riddell Bell Holdings, Inc., a Delaware corporation (“Purchaser”), and Jas. D. Easton, Inc., a California corporation (“Seller”).
AMENDMENT NO. 1Revolving Credit Agreement • August 13th, 2013 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • New York
AMENDMENT No. 1, dated as of April 30, 2013 (this “Amendment”), to the Revolving Credit Agreement, dated as of December 3, 2009 (as amended and restated pursuant to the Amendment and Restatement, dated as of May 13, 2011, among the Borrowers (as defined below), the subsidiary guarantors party thereto, the lenders party thereto, the Administrative Agent and the Collateral Agent (each as defined below), and as further amended, supplemented or otherwise modified from time to time and in effect as of the date hereof, the “Credit Agreement”), among Easton-Bell Sports, Inc., a Delaware corporation (the “Company”), 4078624 Canada Inc., All-American Sports (Canada) Ltd., Bell Sports Canada Inc., and Easton Sports Canada, Inc., each organized under the laws of Canada (collectively, the “Canadian Borrowers”, and together with the Company, the “Borrowers”), the subsidiary guarantors from time to time party thereto, the lenders from time to time party thereto (the “Lenders”), JPMorgan Chase Bank,
January 9, 2012 Mr. Steve Bigelow Dear Steve:Separation Agreement • March 27th, 2012 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec
Easton-Bell Sports, Inc. (the “Company”) has determined that, given the nature of your position, the interests of the Company will be best served by providing you the assurance of separation benefits, as described below, in the event that your employment is terminated by the Company other than for cause. Therefore, the purpose of this letter is to confirm the agreement between you and the Company concerning termination of your employment and certain ancillary matters, as follows and is hereafter referred to as “Agreement”:
AGREEMENTEmployment Agreement • April 13th, 2006 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec
This Agreement is made by and between William N. Fry (the “Executive”) and Easton-Bell Sports, Inc. (the “Company”) concerning the terms and conditions of his employment as of the Closing Date, as such term is defined in the Stock Purchase Agreement dated as of February 1, 2006, by and between Riddell Bell Holdings, Inc. and Jas. D. Easton, Inc. (the “Easton Agreement”), until such time as this Agreement is replaced by a formal employment contract incorporating the terms set forth below and such further detail and other terms, not inconsistent herewith, as are common to Fenway Partners agreements for comparable executive positions. This Agreement supercedes the employment agreement between Executive and the Company that was effective September 30, 2004 (the “Prior Agreement”) in accordance with the terms hereof.
CANADIAN PLEDGE AND SECURITY AGREEMENT dated as of March 16, 2006 between EACH OF THE GRANTORS PARTY HERETO and WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as the Canadian AgentPledge and Security Agreement • March 30th, 2006 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • Quebec
This CANADIAN PLEDGE AND SECURITY AGREEMENT, dated as of March 16, 2006 (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 WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as Canadian Agent for the Canadian Secured Parties (as herein defined) (together with its permitted successors in such capacity, the “Canadian Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2009 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • New York
This REGISTRATION RIGHTS AGREEMENT dated December 3, 2009 (the “Agreement”) is entered into by and among Easton-Bell Sports, Inc., a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Guarantors”), J.P. Morgan Securities Inc. (“JPMorgan”) and Wells Fargo Securities, LLC (the “Initial Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2014 • Easton-Bell Sports, Inc. • Sporting & athletic goods, nec • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Easton-Bell Sports, Inc. (the “Company”) and Michael Zlaket (the “Executive”), effective as of April 1, 2013.
AGREEMENTEmployment Agreement • June 6th, 2005 • Riddell Bell Holdings, Inc. • Sporting & athletic goods, nec
This Agreement amends the agreement between Riddell, Inc. (the “Company”) and Eric Brenk (“Executive”) captioned “Employment Agreement” and dated as of May 4, 2004 (the “Employment Agreement”). All capitalized terms used in this Agreement shall have the meaning ascribed to them in the Employment Agreement, unless otherwise expressly provided herein.
