0001193125-10-057425 Sample Contracts

INTERCREDITOR AGREEMENT
Intercreditor 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.

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AMENDED AND RESTATED AGREEMENT
Amended and Restated 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”).

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