SUPPLEMENTAL INDENTURE
Exhibit 4.3
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 Xxxxxx-Xxxx 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”).
WITNESSETH
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated
as of September 30, 2004, as supplemented by that Supplemental Indenture, dated as of April 11,
2005 (the “Indenture”) providing for the issuance of 8.375% Senior Subordinated Notes due 2012 (the
“Notes”);
WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which each
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.
2. Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee
and in the Indenture including but not limited to Article 11 thereof.
3. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator, stockholder or agent of any Guaranteeing Subsidiary, as such, shall have
any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes,
any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.
5. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.
6. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.
7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by each Guaranteeing
Subsidiary and the Company.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.
XXXXXX-XXXX SPORTS, INC. |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Secretary | |||
Gu | aranteeing Subsidiaries EASTON SPORTS, INC. |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Secretary | |||
EASTON SPORTS ASIA, INC. |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Secretary | |||
CDT NEVADA, INC. |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Secretary | |||
Ex | isting Guarantors ALL AMERICAN SPORTS CORPORATION |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Secretary | |||
Signature Page to Supplemental Indenture
XXXX RACING COMPANY |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Secretary | |||
XXXX SPORTS, INC. |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Secretary | |||
XXXX SPORTS CORP. |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Secretary | |||
EQUILINK LICENSING, LLC |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Secretary | |||
MACMARK CORPORATION |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Secretary | |||
XXXXXXX, INC. |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Secretary | |||
Signature Page to Supplemental Indenture
XXXXXXX SPORTS GROUP, INC. |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Secretary | |||
RIDMARK CORPORATION |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Secretary | |||
Signature Page to Supplemental Indenture
U.S. BANK NATIONAL ASSOCIATION, as Trustee |
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By: | /s/ Xxxxxxx Xxxxxxxx | |||
Name: | ||||
Title: | ||||
Signature Page to Supplemental Indenture
Schedule I
Easton Sports, Inc.
Easton Sports Asia, Inc.
CDT Nevada, Inc.
Easton Sports Asia, Inc.
CDT Nevada, Inc.
Signature Page to Supplemental Indenture