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”).
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).
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”).
