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, 2009Pledge and Security Agreement • 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.
FACE OF NOTE]Easton-Bell Sports, Inc. • December 9th, 2009 • 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
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”).
