SRAM International Corporation [—] Shares of Class A Common Stock Underwriting AgreementSRAM International Corp • September 30th, 2011 • Motorcycles, bicycles & parts • New York
SRAM International Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [—] shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [—] shares of Class A Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [—] shares of Class A Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares, including, for the avoidance of doubt, any such shares offered under the Directed Share Program (as defined below) are herein referred to as the “Shares.” T
INTERCREDITOR AGREEMENTIntercreditor Agreement • June 24th, 2011 • SRAM International Corp • Motorcycles, bicycles & parts • New York
Intercreditor Agreement (this “Agreement”), dated as of June 7, 2011, among JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below), SRAM, LLC (the “Borrower”), SRAM Holdings, LLC (“Holdings”) and each of the other Loan Parties (as defined below) party hereto.
FIRST LIEN CREDIT AGREEMENT Dated as of June 7, 2011 among SRAM, LLC, AS BORROWER SRAM HOLDINGS, LLC, AS ONE OF THE GUARANTORS THE LENDERS AND L/C ISSUERS PARTY HERETO and JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT J.P....Credit Agreement • June 24th, 2011 • SRAM International Corp • Motorcycles, bicycles & parts • New York
THIS FIRST LIEN CREDIT AGREEMENT, DATED AS OF JUNE 7, 2011, IS ENTERED INTO AMONG SRAM, LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “BORROWER”), SRAM HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY (“HOLDINGS”), THE LENDERS (AS DEFINED BELOW), THE L/C ISSUERS (AS DEFINED BELOW) AND JPMORGAN CHASE BANK, N.A. (“JPMORGAN CHASE BANK”), AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE LENDERS AND THE L/C ISSUERS (IN SUCH CAPACITY, AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “ADMINISTRATIVE AGENT”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2011 • SRAM International Corp • Motorcycles, bicycles & parts • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2011, is by and among SRAM INTERNATIONAL CORPORATION, a Delaware corporation (the “Company”), the Day Family Holders designated as such on the signature pages hereto and the Non-Day Family Holders designated as such on the signature pages hereto (together with the Day Family Holders, the “Holders”).
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • June 24th, 2011 • SRAM International Corp • Motorcycles, bicycles & parts • New York
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of SRAM HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated as of June 7, 2011 (the “Effective Date”), is entered into by and among the Persons listed on Schedule 1 hereto (as that Schedule may be amended from time to time).
DAY FAMILY VOTING TRUST AGREEMENTVoting Trust Agreement • September 30th, 2011 • SRAM International Corp • Motorcycles, bicycles & parts • Delaware
This Voting Trust Agreement (this “Agreement”) is made as of , 2011, between the persons whose signatures are hereunto affixed as Beneficiaries, such other qualified persons as shall become parties hereto from time to time as Beneficiaries, and Stanley R. Day, Jr., not individually, but solely in his capacity as the initial trustee hereunder (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT (SRAM, LLC)Limited Liability Company Agreement • June 24th, 2011 • SRAM International Corp • Motorcycles, bicycles & parts
This Limited Liability Company Agreement is adopted this 22nd day of September, 2008 by SRAM Holdings, LLC, a Delaware limited liability company (“Original Member”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SRAM HOLDINGS, LLCCompany Operating Agreement • September 30th, 2011 • SRAM International Corp • Motorcycles, bicycles & parts • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of SRAM HOLDINGS, LLC, a Delaware limited liability company (the “Company”), dated as of , 2011 (the “Effective Date”), is entered into by and among the Members listed on Schedule 1 hereto (as that Schedule may be amended from time to time).
