exv4w4



 







Exhibit 4.4




FIRST SUPPLEMENTAL INDENTURE




     First Supplemental Indenture (this “Supplemental Indenture”), dated as of April 11,
2005, among Bell Racing Company, a Delaware corporation (the “Guaranteeing Subsidiary”), a
subsidiary of Riddell Bell Holdings, Inc. (or its permitted successor), a Delaware corporation (the
“Company”), the Company, the other Guarantors (as defined in the Indenture referred to below) 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 (the
“Indenture”), dated as of September 30, 2004 providing for the issuance of 8.375% Senior
Subordinated Notes due 2012 (the “Notes”);



     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
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, the 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. The 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 the 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 the Guaranteeing Subsidiary
and the Company.



 









 





     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.



     Dated: April 11, 2005



	 	 	 	 	 
	 	Bell Racing Company

 	 
	 	By:  	/s/ Jeffrey L. Gregg
 	 
	 	 	Name:  	Jeffrey L. Gregg 	 
	 	 	Title:  	CFO 	 
	 



	 	 	 	 	 
	 	Riddell Bell Holdings, Inc.

 	 
	 	By:  	/s/ Jeffrey L. Gregg
 	 
	 	 	Name:  	Jeffrey L. Gregg 	 
	 	 	Title:  	CFO 	 
	 



	 	 	 	 	 
	 	Riddell Sports Group, Inc.

 	 
	 	By:  	/s/ William Sherman
 	 
	 	 	Name:  	William Sherman 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	Riddell, Inc.

 	 
	 	By:  	/s/ William Sherman
 	 
	 	 	Name:  	William Sherman 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	All American Sports Corporation

 	 
	 	By:  	/s/ William Sherman
 	 
	 	 	Name:  	William Sherman 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	MacMark Corporation

 	 
	 	By:  	/s/ William Sherman
 	 
	 	 	Name:  	William Sherman 	 
	 	 	Title:  	President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Ridmark corporation

 	 
	 	By:  	/s/ William Sherman
 	 
	 	 	Name:  	William Sherman 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	Proacq Corp.

 	 
	 	By:  	/s/ William Sherman
 	 
	 	 	Name:  	William Sherman 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	Equilink Licensing, LLC

 	 
	 	By:  	/s/ William Sherman
 	 
	 	 	Name:  	William Sherman 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	RHC Licensing, LLC

 	 
	 	By:  	/s/ William Sherman
 	 
	 	 	Name:  	William Sherman 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	Pro-Line Team Sports, Inc.

 	 
	 	By:  	/s/ William Sherman
 	 
	 	 	Name:  	William Sherman 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	Pro-Line Equipment, Inc.

 	 
	 	By:  	/s/ William Sherman
 	 
	 	 	Name:  	William Sherman 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	Bell Sports Corp.

 	 
	 	By:  	/s/ Jeffrey L. Gregg
 	 
	 	 	Name:  	Jeffrey L. Gregg 	 
	 	 	Title:  	CFO 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Bell Sports, Inc.

 	 
	 	By:  	/s/ Jeffrey L. Gregg
 	 
	 	 	Name:  	Jeffrey L. Gregg 	 
	 	 	Title:  	CFO 	 
	 



	 	 	 	 	 
	 	Giro Sport Design International, Inc.

 	 
	 	By:  	/s/ Jeffrey L. Gregg
 	 
	 	 	Name:  	Jeffrey L. Gregg 	 
	 	 	Title:  	CFO 	 
	 



	 	 	 	 	 
	 	Bell Powersports, Inc.

 	 
	 	By:  	/s/ Jeffrey L. Gregg
 	 
	 	 	Name:  	Jeffrey L. Gregg 	 
	 	 	Title:  	CFO 	 
	 



	 	 	 	 	 
	 	U.S. Bank National Association,

        as Trustee

 	 
	 	By:  	/s/ Richard Prokosch
 	 
	 	 	Name:  	Richard Prokosch 	 
	 	 	Title:  	Vice President