0001204459-05-000247 Sample Contracts

AMENDED AND RESTATED CREDIT AGREEMENT Cdn$250,000,000 Revolving Facilities US$50,000,000 Term Facility
Credit Agreement • April 29th, 2005 • Bombardier Recreational Products Inc. • Miscellaneous transportation equipment • New York

This AMENDED AND RESTATED 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 US Inc. (formerly known as Bombardier Motor Corporation of America), a Delaware corporation (the "U.S. Revolving Borrower" and, together with the Canadian Borrower, the "Borrowers"), as U.S. Revolving 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 Transaction Coordinator, Merrill Lynch and UBS Securities LLC, as Joint Book Runners and Lead Arrangers of th

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AMENDED AND RESTATED U.S. SECURITY AGREEMENT By
u.s. Security Agreement • April 29th, 2005 • Bombardier Recreational Products Inc. • Miscellaneous transportation equipment • New York

This AMENDED AND RESTATED U.S. 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supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) was originally made by BRP Holdings (USA) Inc. (formerly known as BRP (USA) Inc.), a corporation existing under the laws of Delaware (the “Original U.S. Revolving Borrower”), BRP Holdings LP, a limited partnership formed under the laws of Delaware (the “Original U.S. Term Borrower” and, together with the Original U.S. Revolving Borrower, the “Original U.S. Borrowers”), and the Guarantors listed on the signature pages hereto at such date (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 “U.S. Guarantors”), as pledgors, assignors and debtors (the Original U.S. Borrowers, together with the U.S. Guarantors, in such capacities and in the capaci

SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 29th, 2005 • Bombardier Recreational Products Inc. • Miscellaneous transportation equipment • New York

Supplemental Indenture (this "Supplemental Indenture"), dated as of February 9, 2005 among Aircraft Engine Services (AES) Inc., 4279174 Canada Inc. and BRP Holdings (Hungary) Asset Management Limited Liability Company, (each a "Guaranteeing Subsidiary, and together as the "Guaranteeing Subsidiaries"), each 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").

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