exv4w3



 









Exhibit 4.3




SUPPLEMENTAL INDENTURE




     Supplemental Indenture (this “Supplemental Indenture”), dated as of March 16, 2006,
among the entities listed on Schedule I hereto (each, a “Guaranteeing Subsidiary”), each of which
is a subsidiary of Easton-Bell Sports, Inc. (or its permitted successor), a Delaware 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”).



WITNESSETH




     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated
as of September 30, 2004, as supplemented by that Supplemental Indenture, dated as of April 11,
2005 (the “Indenture”) providing for the issuance of 8.375% Senior Subordinated Notes due 2012 (the
“Notes”);



     WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which each
Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the
Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and
deliver this Supplemental Indenture.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



     1. Capitalized Terms. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.



     2. Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee
and in the Indenture including but not limited to Article 11 thereof.



     3. No Recourse Against Others. No past, present or future director, officer,
employee, incorporator, stockholder or agent of any Guaranteeing Subsidiary, as such, shall have
any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes,
any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a waiver is against
public policy.



     4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.



     5. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



 









 





     6. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.



     7. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by each Guaranteeing
Subsidiary and the Company.



[Signature Page Follows]





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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.



	 	 	 	 	 
	 	EASTON-BELL SPORTS, INC.

 	 
	 	By:  	/s/ Mark Tripp
 	 
	 	 	Name:  	Mark Tripp 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	Gu	aranteeing Subsidiaries





EASTON SPORTS, INC.

 	 
	 	By:  	/s/ Mark Tripp
 	 
	 	 	Name:  	Mark Tripp 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	EASTON SPORTS ASIA, INC.

 	 
	 	By:  	/s/ Mark Tripp
 	 
	 	 	Name:  	Mark Tripp 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	CDT NEVADA, INC.

 	 
	 	By:  	/s/ Mark Tripp
 	 
	 	 	Name:  	Mark Tripp 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	Ex	 isting Guarantors



ALL AMERICAN SPORTS CORPORATION

 	 
	 	By:  	/s/ Mark Tripp
 	 
	 	 	Name:  	Mark Tripp 	 
	 	 	Title:  	Secretary 	 
	 



Signature Page to Supplemental Indenture




 









 








	 	 	 	 	 
	 	BELL RACING COMPANY 

 	 
	 	By:  	
/s/ Mark Tripp
 	 
	 	 	Name:  	Mark Tripp 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	BELL SPORTS, INC.

 	 
	 	By:  	/s/ Mark Tripp
 	 
	 	 	Name:  	Mark Tripp 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	BELL SPORTS CORP.

 	 
	 	By:  	/s/ Mark Tripp
 	 
	 	 	Name:  	Mark Tripp 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	EQUILINK LICENSING, LLC

 	 
	 	By:  	/s/ Mark Tripp
 	 
	 	 	Name:  	Mark Tripp 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	MACMARK CORPORATION

 	 
	 	By:  	/s/ Mark Tripp
 	 
	 	 	Name:  	Mark Tripp 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	RIDDELL, INC.

 	 
	 	By:  	/s/ Mark Tripp
 	 
	 	 	Name:  	Mark Tripp 	 
	 	 	Title:  	Secretary 	 
	 



Signature Page to Supplemental Indenture




 









 








	 	 	 	 	 
	 	RIDDELL SPORTS GROUP, INC.

 	 
	 	By:  	/s/ Mark Tripp
 	 
	 	 	Name:  	Mark Tripp 	 
	 	 	Title:  	Secretary 	 
	 



	 	 	 	 	 
	 	RIDMARK CORPORATION

 	 
	 	By:  	/s/ Mark Tripp
 	 
	 	 	Name:  	Mark Tripp 	 
	 	 	Title:  	Secretary 	 
	 



Signature Page to Supplemental Indenture





 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to Supplemental Indenture




 









 








Schedule I




Easton Sports, Inc.

Easton Sports Asia, Inc.

CDT Nevada, Inc.




Signature Page to Supplemental Indenture