##### 



Exhibit 10.1
  CREDIT AND GUARANTY AGREEMENT
 dated as of March 16, 2006
 among
 EASTON-BELL SPORTS, INC.,
as U.S. Borrower,
 CERTAIN CANADIAN SUBSIDIARIES OF EASTON BELL SPORTS, INC.,
as Canadian Borrowers,
 RBG HOLDINGS CORP.,
 and
 CERTAIN SUBSIDIARIES OF EASTON BELL SPORTS, INC.,
as U.S. Guarantors,
 CERTAIN SUBSIDIARIES OF EASTON BELL SPORTS, INC.,
as Canadian Guarantors,
 WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent and Collateral Agent,
 WACHOVIA CAPITAL FINANCE CORPORATION (CANADA),
as Canadian Agent,
 VARIOUS LENDERS,
 WACHOVIA CAPITAL MARKETS, LLC,
as Joint Lead Arranger and Joint Bookrunner,
 and
 GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Syndication Agent, Joint Lead Arranger and Joint Bookrunner,
 
 $405,000,000 U.S. Senior Secured Credit Facilities
C$12,000,000 Canadian Senior Secured Credit Facility




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##### 



TABLE OF CONTENTS
 PageSECTION 1 DEFINITIONS AND INTERPRETATION
    
    
    2Section 1.1
    
    Definitions
    
    
    2Section 1.2
    
    Accounting Terms
    
    
    44Section 1.3
    
    Interpretation, etc.
    
    
    44Section 1.4
    
    Exchange Rates; Currency Equivalents
    
    
    44SECTION 2 LOANS AND LETTERS OF CREDIT
    
    
    45Section 2.1
    
    Term Loans
    
    
    45Section 2.2
    
    U.S. Revolving Loans
    
    
    46Section 2.3
    
    Canadian Revolving Loans
    
    
    47Section 2.4
    
    Swingline Loans
    
    
    52Section 2.5
    
    Issuance of Letters of Credit and Purchase of Participations Therein
    
    
    59Section 2.6
    
    Pro Rata Shares; Availability of Funds
    
    
    63Section 2.7
    
    Use of Proceeds
    
    
    64Section 2.8
    
    Evidence of Debt; Register; Lenders Books and Records; Notes
    
    
    64Section 2.9
    
    Interest on Loans
    
    
    65Section 2.10
    
    Conversion/Continuation
    
    
    69Section 2.11
    
    Default Interest
    
    
    70Section 2.12
    
    Fees
    
    
    71Section 2.13
    
    Scheduled Payments/Commitment Reductions
    
    
    72Section 2.14
    
    Voluntary Prepayments/Commitment Reductions
    
    
    73Section 2.15
    
    Mandatory Prepayments/Commitment Reductions
    
    
    75Section 2.16
    
    Application of Prepayments/Reductions
    
    
    77Section 2.17
    
    General Provisions Regarding Payments
    
    
    78Section 2.18
    
    Ratable Sharing
    
    
    79Section 2.19
    
    Making or Maintaining Eurodollar Rate Loans
    
    
    80Section 2.20
    
    Increased Costs; Capital Adequacy
    
    
    82Section 2.21
    
    Taxes; Withholding, etc.
    
    
    84Section 2.22
    
    Obligation to Mitigate
    
    
    87Section 2.23
    
    Defaulting Lenders
    
    
    87Section 2.24
    
    Removal or Replacement of a Lender
    
    
    88Section 2.25
    
    Incremental Facilities
    
    
    89Section 2.26
    
    Relationship between the Agents
    
    
    90Section 2.27
    
    Joint and Several Liability of the Canadian Borrowers
    
    
    90SECTION 3 CONDITIONS PRECEDENT
    
    
    91Section 3.1
    
    Closing Date
    
    
    91Section 3.2
    
    Conditions to Each Credit Extension
    
    
    97SECTION 4 REPRESENTATIONS AND WARRANTIES
    
    
    98Section 4.1
    
    Organization; Requisite Power and Authority; Qualification
    
    
    98Section 4.2
    
    Capital Stock and Ownership
    
    
    98Section 4.3
    
    Due Authorization
    
    
    99Section 4.4
    
    No Conflict
    
    
    99Section 4.5
    
    Governmental Consents
    
    
    99Section 4.6
    
    Binding Obligation
    
    
    99
 i




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Section 4.7
    
    Historical Financial Statements
    
    
    99Section 4.8
    
    Projections
    
    
    100Section 4.9
    
    No Material Adverse Change
    
    
    100Section 4.10
    
    Insurance
    
    
    100Section 4.11
    
    Adverse Proceedings, etc.
    
    
    100Section 4.12
    
    Payment of Taxes
    
    
    101Section 4.13
    
    Properties
    
    
    101Section 4.14
    
    Environmental Matters
    
    
    101Section 4.15
    
    No Defaults
    
    
    102Section 4.16
    
    Material Contracts
    
    
    102Section 4.17
    
    Governmental Regulation
    
    
    102Section 4.18
    
    Margin Stock
    
    
    103Section 4.19
    
    Employee Matters
    
    
    103Section 4.20
    
    Employee Benefit Plans
    
    
    103Section 4.21
    
    Certain Fees
    
    
    104Section 4.22
    
    Solvency
    
    
    104Section 4.23
    
    Compliance with Statutes, etc.
    
    
    104Section 4.24
    
    Disclosure
    
    
    104Section 4.25
    
    Subordination. Designation of the Credit Documents
as Designated Senior
Debt; Etc.
    
    
    105SECTION 5 AFFIRMATIVE COVENANTS
    
    
    105Section 5.1
    
    Financial Statements and Other Reports
    
    
    105Section 5.2
    
    Existence
    
    
    110Section 5.3
    
    Payment of Taxes and Claims
    
    
    110Section 5.4
    
    Maintenance of Properties
    
    
    110Section 5.5
    
    Insurance
    
    
    111Section 5.6
    
    Inspections
    
    
    111Section 5.7
    
    Compliance with Laws
    
    
    111Section 5.8
    
    Environmental
    
    
    112Section 5.9
    
    Subsidiaries
    
    
    113Section 5.10
    
    Additional Material Real Estate Assets
    
    
    114Section 5.11
    
    Interest Rate Protection
    
    
    115Section 5.12
    
    Further Assurances
    
    
    115Section 5.13
    
    Cash Management Systems
    
    
    115Section 5.14
    
    Certain Post Closing Obligations
    
    
    116SECTION 6 NEGATIVE COVENANTS
    
    
    116Section 6.1
    
    Indebtedness
    
    
    117Section 6.2
    
    Liens
    
    
    120Section 6.3
    
    Equitable Lien
    
    
    122Section 6.4
    
    No Further Negative Pledges
    
    
    123Section 6.5
    
    Restricted Junior Payments
    
    
    123Section 6.6
    
    Restrictions on Subsidiary Distributions
    
    
    125Section 6.7
    
    Investments
    
    
    125Section 6.8
    
    Financial Covenants
    
    
    127Section 6.9
    
    Fundamental Changes; Disposition of Assets; Acquisitions
    
    
    129Section 6.10
    
    Disposal of Subsidiary Interests
    
    
    130




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##### 



Section 6.11
    
    Sales and Lease Backs
    
    
    130Section 6.12
    
    Transactions with Shareholders and Affiliates
    
    
    131Section 6.13
    
    Conduct of Business
    
    
    131Section 6.14
    
    Permitted Activities of Holdings
    
    
    131Section 6.15
    
    Amendments or Waivers of Certain Related Agreements
    
    
    132Section 6.16
    
    Amendments or Waivers of with respect to Subordinated Indebtedness
    
    
    132Section 6.17
    
    Fiscal Year; Accounting Policies; Corporate Changes
    
    
    132Section 6.18
    
    No Other Designated Senior Indebtedness
    
    
    133SECTION 7 U.S. GUARANTY
    
    
    133Section 7.1
    
    U.S. Guaranty of the Obligations
    
    
    133Section 7.2
    
    Contribution by Guarantors
    
    
    133Section 7.3
    
    Payment by Guarantors
    
    
    134Section 7.4
    
    Liability of Guarantors Absolute
    
    
    134Section 7.5
    
    Waivers by U.S. Guarantors
    
    
    137Section 7.6
    
    U.S. Guarantors Rights of Subrogation, Contribution, etc.
    
    
    137Section 7.7
    
    Continuing Guaranty
    
    
    138Section 7.8
    
    Authority of U.S. Guarantors or the Credit Parties
    
    
    138Section 7.9
    
    Financial Condition of the Credit Parties and U.S. Guarantors
    
    
    138Section 7.10
    
    Bankruptcy, etc.
    
    
    139Section 7.11
    
    Discharge of Guaranty Upon Sale of U.S. Guarantor
    
    
    140SECTION 7A GUARANTY OF CANADIAN OBLIGATIONS
    
    
    140Section 7A.1
    
    The Guaranty
    
    
    140Section 7A.2
    
    Bankruptcy
    
    
    141Section 7A.3
    
    Nature of Liability
    
    
    141Section 7A.4
    
    Independent Obligation
    
    
    141Section 7A.5
    
    Authorization
    
    
    142Section 7A.6
    
    Reliance
    
    
    142Section 7A.7
    
    Waiver
    
    
    142Section 7A.8
    
    Limitation on Enforcement
    
    
    143Section 7A.9
    
    Confirmation of Payment
    
    
    143SECTION 8 EVENTS OF DEFAULT
    
    
    144Section 8.1
    
    Events of Default
    
    
    144Section 8.2
    
    Acceleration; Remedies
    
    
    146Section 8.3
    
    Allocation of Payments After Exercise of Remedies
    
    
    147SECTION 9 AGENTS
    
    
    149Section 9.1
    
    Appointment of Agents
    
    
    149Section 9.2
    
    Powers and Duties
    
    
    150Section 9.3
    
    General Immunity
    
    
    150Section 9.4
    
    Agents Entitled to Act as Lender
    
    
    151Section 9.5
    
    Lenders Representations, Warranties and Acknowledgment
    
    
    152Section 9.6
    
    Right to Indemnity
    
    
    152Section 9.7
    
    Successor Administrative Agent, Collateral Agent. Swingline Lender,
Canadian Agent and Canadian Swingline Lender
    
    
    152Section 9.8
    
    Collateral Documents and Guaranty
    
    
    154SECTION 10 MISCELLANEOUS
    
    
    155Section 10.1
    
    Notices
    
    
    155




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##### 



Section 10.2
    
    Expenses
    
    
    156Section 10.3
    
    Indemnity
    
    
    156Section 10.4
    
    Set Off
    
    
    157Section 10.5
    
    Amendments and Waivers
    
    
    157Section 10.6
    
    Successors and Assigns; Participations
    
    
    160Section 10.7
    
    Independence of Covenants
    
    
    163Section 10.8
    
    Survival of Representations, Warranties and Agreements
    
    
    163Section 10.9
    
    No Waiver; Remedies Cumulative
    
    
    164Section 10.10
    
    Marshalling; Payments Set Aside
    
    
    164Section 10.11
    
    Severability
    
    
    164Section 10.12
    
    Obligations Several; Independent Nature of Lenders Rights
    
    
    164Section 10.13
    
    Headings
    
    
    165Section 10.14
    
    APPLICABLE LAW
    
    
    165Section 10.15
    
    CONSENT TO JURISDICTION
    
    
    165Section 10.16
    
    WAIVER OF JURY TRIAL
    
    
    166Section 10.17
    
    Confidentiality
    
    
    166Section 10.18
    
    Usury Savings Clause
    
    
    167Section 10.19
    
    Counterparts
    
    
    167Section 10.20
    
    Effectiveness
    
    
    167Section 10.21
    
    USA Patriot Act
    
    
    168Section 10.22
    
    Judgment Currency
    
    
    168SECTION 11 SPECIAL PROVISIONS APPLICABLE TO LENDERS UPON THE OCCURRENCE OF A SHARING EVENT
    
    
    168Section 11.1
    
    Participations
    
    
    168Section 11.2
    
    Administrative Agents Determinations Binding
    
    
    169Section 11.3
    
    Participation Payments in U.S. Dollars
    
    
    169Section 11.4
    
    Delinquent Participation Payments
    
    
    170Section 11.5
    
    Settlement of Participation Payments
    
    
    170Section 11.6
    
    Participation Obligations Absolute
    
    
    170Section 11.7
    
    Increased Costs; Indemnities
    
    
    170Section 11.8
    
    Provisions Solely to Effect Intercreditor Agreement
    
    
    171




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##### 



APPENDIX:
    
    
    A
    
    
    Notice AddressesSCHEDULES:
    
    
    1.1
    (a)
    
    Certain Adjustments to Financial Covenant Definitions1.1
    (b)
    
    Existing Letters of Credit1.1
    (c)
    
    Existing Capital Leases3.1
    (i)
    
    Closing Date Mortgaged and Leasehold Properties3.1
    (k)
    
    Environmental Reports4.1
    
    
    Jurisdictions of Organization4.2
    
    
    Capital Stock and Ownership4.10
    
    
    Insurance4.13
    
    
    Real Estate Assets4.16
    
    
    Material Contracts4.20
    
    
    Employee Benefits Plans5.14
    
    
    Cash Management Systems6.1
    
    
    Certain Indebtedness6.2
    
    
    Certain Liens6.7
    
    
    Certain Investments6.12
    
    
    Certain Affiliate TransactionsEXHIBITS:
    
    
    A-1
    
    
    Funding NoticeA-2
    
    
    Conversion/Continuation NoticeA-3
    
    
    Issuance NoticeB-1
    
    
    Tranche B Term Loan NoteB-2
    
    
    U.S. Revolving Loan NoteB-3
    
    
    Canadian Revolving Loan NoteB-4
    
    
    U.S. Swingline NoteB-5
    
    
    Canadian Swingline NoteC
    
    
    Compliance CertificateD
    
    
    Opinions of CounselE
    
    
    Assignment AgreementF
    
    
    Certificate Re: Non-Bank StatusG-1
    
    
    Closing Date CertificateG-2
    
    
    Solvency CertificateH
    
    
    Counterpart AgreementI
    
    
    MortgageJ
    
    
    Landlord Waiver and Consent Agreement




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##### 



CREDIT AND GUARANTY AGREEMENT
 CREDIT AND GUARANTY AGREEMENT EASTON-BELL SPORTS, INC. Company CERTAIN CANADIAN SUBSIDIARIES OF THE COMPANY, Canadian Borrowers Borrowers RBG HOLDINGS CORP. Holdings CERTAIN
SUBSIDIARIES OF THE COMPANY CERTAIN SUBSIDIARIES OF
THE COMPANY Canadian Guarantors WACHOVIA BANK,
NATIONAL ASSOCIATION Administrative Agent Collateral Agent WACHOVIA CAPITAL MARKETS LLC Wachovia Securities GOLDMAN SACHS CREDIT
PARTNERS L.P. GSCP Syndication Agent WACHOVIA CAPITAL FINANCE CORPORATION
(CANADA Canadian Agent
  WHEREAS
 WHEREAS, Easton
Acquisition Acquired Company
 WHEREAS,
 WHEREAS,
 WHEREAS,




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##### 



WHEREAS,
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 SECTION 1
 DEFINITIONS AND INTERPRETATION
 Section 1 1 Definitions .
  Acceptance Lender
 Acceptance Notes
 Acquired Company
 Additional Senior Subordinated Notes
 Additional Senior Subordinated Note Indenture
 2




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##### 



Adjusted Eurodollar Rate minus
 Administrative Agent
 Adverse Proceeding
 Affected Lender
 Affected Loans
 Affiliate
 3




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##### 



Agents Agent
 Aggregate Amounts Due
 Aggregate Payments
 Agreement
 Applicable Margin
  Applicable Margin forRevolving Loans
    
    
    Applicable MarginApplicable Margin
    
    
    and Swingline
    
    
    for Revolving Loansfor Revolving Loans
    
    
    Loans
    
    
    which are BankersLeverage Ratio
    
    (Eurodollar Loans)
    
    
    (Base Rate Loans)
    
    
    Acceptance Advances3 5.50:1.00
    
    
    2.25
    %
    
    
    1.25
    %
    
    
    2.25
    %< 5.50:1.003  4.50:1.00
    
    
    2.00
    %
    
    
    1.00
    %
    
    
    2.00
    %< 4.50:1.003  4.00:1.00
    
    
    1.75
    %
    
    
    0.75
    %
    
    
    1.75
    %< 4.00:1.00
    
    
    1.50
    %
    
    
    0.50
    %
    
    
    1.50
    %
 provided
 4




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##### 



Applicable Reserve Requirement
 Asset Sale
 5




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##### 



Assignment Agreement
 Authorized Officer
 Available Amount
 plus
 plus
 minus
  BA Lender
 BA Period
    6




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##### 



BA Rate
 Bankers Acceptance Bills of Exchange Act Depository Bills and Notes
Act
 Bankers Acceptance Advance
 Bankruptcy Code  Bankruptcy and Insolvency Act Companies Creditors
Arrangement Act Winding-Up and Restructuring Act
 Base Rate 1 2
 Base Rate Loan
 Beneficiary
 BSC
 Borrowers
 Business Day provided however
 7




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##### 



Canadian Agent
 Canadian Base Rate plus
 Canadian Borrower Canadian Borrowers
 Canadian Collateral
 Canadian Collateral Documents
 Canadian Credit Parties
 Canadian Dollar Base Rate Loan
 Canadian Dollar Equivalent
 Canadian Dollars CAD C$
 Canadian Guarantors
 8




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##### 



Canadian Lenders Income Tax Act Bank Act Income Tax Act Income Tax Act
 Canadian Lending Office
 Canadian Mortgage Instrument
 Canadian Obligations
 Canadian Prime Rate
 Canadian Reference Bank
 Canadian Revolving Commitment
 Canadian Revolving Commitment Percentage
 9




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##### 



Canadian Revolving Committed Amount
 Canadian Revolving Lender
 Canadian Revolving Loans
 Canadian Revolving Note Canadian Revolving Notes
 Canadian Secured Parties
 Canadian Security Agreement
 Canadian Subsidiary
 Canadian Swingline Lender
 Canadian Swingline Loan Canadian Swingline Loans
 Canadian Swingline Note
 Canadian Swingline Sublimit
 Capital Lease
 Capital Stock
 10




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##### 



Cash
 Cash Equivalents provided
 CDOR Rate th
 Certificate Re: Non-Bank Status
 Change of Control
 11




---



##### 



Chicago Real Property
 Class
 Closing Date
 Closing Date Certificate
 12




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##### 



Closing Date Mortgaged Property
 Collateral
 Collateral Agent
 Collateral Documents
 Collateral Questionnaire
 Commitment
 Commitment Fee Percentage provided provided
 Commodities Account
 Company
 Compliance Certificate
 Consolidated Adjusted EBITDA
 13




---



##### 



provided minus provided that
 Consolidated Capital Expenditures
 Consolidated Cash Interest Expense provided that
 14




---



##### 



Consolidated Current Assets
 Consolidated Current Liabilities
 Consolidated Excess Cash Flow minus
 Consolidated Interest Expense
 Consolidated Net Income minus
 15




---



##### 



Consolidated Total Debt minus
 Consolidated Working Capital Adjustment .
 Consolidated Working Capital
 Contractual Obligation
 Contributing Guarantors
 Control
 Control Agreements
 Conversion/Continuation Date
 Conversion/Continuation Notice
 16




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##### 



Counterpart Agreement
 Credit Date
 Credit Document
 Credit Extension
 Credit Party
 Currency Agreement
 Default
 Default Excess
 Default Period
 Defaulted Loan
 17




---



##### 



Defaulting Lender
 Deposit Account
 Determination Date
        Dollar Amount
 Domestic Subsidiary
 Easton Acquisition
 Easton Acquisition Agreement
 Easton Acquisition Documents
 18




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##### 



Eligible Assignee provided
 Employee Benefit Plan
 Environmental Claim
 Environmental Laws
 Equity Cure Period
 Equity Investors
 Equityholders Agreement
 ERISA
 19




---



##### 



ERISA Affiliate
 ERISA Event
 20




---



##### 



Eurodollar Rate Loan
 Event of Default
 Exchange Act
 Exchange Percentage
 Existing Letters of Credit
 Existing Capital Leases
 Existing Credit Agreement
 Existing Indebtedness
 Face Amount
 Facility
 Fair Share Contribution Amount
 21




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##### 



Fair Share
 Federal Funds Effective Rate provided
 Fenway
 Financial Officer Certification
 Financial Plan
 First Priority
 Fiscal Quarter
 Fiscal Year
 Flood Hazard Property
 Foreign Subsidiary
 Funding Default
 Funding Guarantors
 22




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##### 



Funding Notice
 GAAP
 Governmental Acts
 Governmental Authority
 Governmental Authorization
 Grantor
 GSCP
 Guaranteed Obligations
 Guarantor
 Guarantor Subsidiary
 Guaranty
 Hazardous Materials
 Hazardous Materials Activity
 23




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##### 



Hedge Agreement
 Highest Lawful Rate
 Historical Financial Statements
 Holdings
 Immaterial Subsidiary
 Increased Amount Date
 Increased-Cost Lenders
 Indebtedness
 24




---



##### 



provided
 Indemnified Liabilities
 25




---



##### 



Indemnitee
 Installment
 Installment Date
 Interest Coverage Ratio
 Interest Payment Date provided
 Interest Period provided
 Interest Rate Agreement
 26




---



##### 



Interest Rate Determination Date
 Internal Revenue Code
 Investment
 IP Security Agreement
 Issuance Notice
 Issuing Bank
 Joint Venture provided
 Landlord Waiver and Consent Agreement
 Leasehold Property
 27




---



##### 



Lender
 Lender Commitment Letter
 Lender Counterparty
 Letter of Credit
 Letter of Credit Sublimit
 Letter of Credit Usage
 Leverage Ratio provided however provided
 Lien
 28




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##### 



Loan
 Management Investors
 Margin Stock
 Material Adverse Effect
 Material Asset Sale
 Material Contract
 Material Real Estate Asset
 Minimum Liquidity Exclusion
 Moodys
 Mortgage
 Multiemployer Plan
 NAIC
 Narrative Report
 29




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##### 



Net Asset Sale Proceeds minus
 Net Insurance/Condemnation Proceeds minus
 New Loan Commitments
 New Loan Exposure
 New Loan Lender
 New Loan Maturity Date
 New Loans
 30




---



##### 



Non-US Lender
 Note
 Notice
 Notional BA Proceeds
   Obligations
 Obligee Guarantor
 Organizational Documents
 31




---



##### 



Parent
 PBGC
 Pension Plan
 Permitted Acquisition provided
       32




---



##### 



Permitted Liens
 Person
 Phase I Report
 33




---



##### 



PPSA Personal Property Security Act
 Prime Rate The Wall Street Journal
 Principal Office
 Projections
 Pro Rata Share
 34




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##### 



Real Estate Asset
 Refinancing Note Indenture
 Refinancing Notes
 Refunded Canadian Swingline Loans
 Refunded U.S. Swingline Loans
 Register
 Regulation D
 Reimbursement Date
 Related Agreements
 Related Fund
 Release
 Replacement Lender
 Requisite Lenders
 35




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##### 



Restricted Junior Payment
 Revaluation Date
 Revolving Commitment
 Revolving Commitment Percentage
 Revolving Commitment Period
 Revolving Commitment Termination Date
 Revolving Exposure
 36




---



##### 



Revolving Loan
 Riddell
 S&P
 Secured Hedge Agreement
 Secured Parties
 Securities
 Securities Account
 Securities Act
 Senior Subordinated Note Indenture
 37




---



##### 



Senior Subordinated Notes
 Series
 Sharing Event
 Solvency Certificate
 Solvent
 Sponsor Agreement
 38




---



##### 



Sponsor Equity provided
 Sponsor Fees plus plus provided provided that
 Sponsors
 Spot Rate
 Subject Transaction
 Subsidiary provided
 Swingline Loan
 39




---



##### 



Swingline Note
 Syndication Agent
 Tax provided
 Term Loan
 Term Loan Commitment
 Term Loan Maturity Date
 Terminated Lender
 Termination Fee
 Title Policy
 Total Utilization of Canadian Revolving Commitments
 Total Utilization of U.S. Revolving Commitments
 40




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##### 



Tranche B Term Lender
 Tranche B Term Loan
 Tranche B Term Loan Commitment
 Tranche B Term Loan Exposure provided
 Tranche B Term Loan Maturity Date th
 Tranche B Term Loan Note
 Transaction Costs
 Transactions
 Type of Loan
 UCC
 41




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##### 



Unadjusted Eurodollar Rate Component
 U.S. Collateral
 U.S. Collateral Documents
 U.S. Credit Parties
 U.S. Dollar Canadian Base Rate Loans
 U.S. Dollars
 U.S. Lenders
 U.S. Loans
 U.S. Guarantor
 U.S. Obligations
 U.S. Pledge and Security Agreement
 U.S. Revolving Lender
 U.S. Revolving Loan Note
 U.S. Revolving Commitment
 42




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##### 



U.S. Revolving Commitment Percentage
 U.S. Revolving Committed Amount
 U.S. Revolving Loans
 U.S. Revolving Note U.S. Revolving Notes
 U.S. Secured Parties
 U.S. Swingline Lender
 U.S. Swingline Loan
 U.S. Swingline Note
 U.S. Swingline Sublimit
 Wachovia Securities
 Wachovia
 wholly-owned
 York Real Property
 43




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##### 



Section 1.2 Accounting Terms .
 provided
 Section 1.3 Interpretation, etc .
  Section 1.4 Exchange Rates; Currency Equivalents .
  44




---



##### 



SECTION 2
 LOANS AND LETTERS OF CREDIT
 Section 2.1 Term Loans .
 Loan Commitments
 Borrowing Mechanics for Term Loans
   45




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##### 



Section 2.2 U.S. Revolving Loans .
 U.S. Revolving Commitments U.S. Revolving Loans SEVENTY MILLION DOLLARS ($70,000,000) U.S. Revolving Committed Amount provided
 Borrowing Mechanics for U.S. Revolving Loans
    46




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##### 



Section 2.3 Canadian Revolving Loans .
 Canadian Revolving Commitments Canadian Revolving Loans TWELVE MILLION DOLLARS (C$12,000,000) Canadian Revolving Committed
Amount provided provided however
 Borrowing Mechanics for Canadian Revolving Loans
  47




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##### 



48




---



##### 



Funding of Bankers Acceptances
  Acceptance Fees
 49




---



##### 



Safekeeping of Drafts and Power of Attorney
  provided
 50




---



##### 



Term and BA Periods
 Payment on Maturity
 Waiver of Days of Grace
 Special Provisions Relating to Acceptance Notes
  51




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##### 



Acceptance Note
  No Market
 Section 2.4 Swingline Loans.
 U.S. Swingline Loans
 U.S. Swingline Loan Commitments provided
 52




---



##### 



Borrowing Mechanics for U.S. Swingline Loans
    Refunded U.S. Swingline Loans
 53




---



##### 



54




---



##### 



provided
  Canadian Swingline Loans
 Canadian Swingline Loan Commitments provided
 55




---



##### 



Borrowing Mechanics for Canadian Swingline Loans
    Refunded Canadian Swingline Loans
 56




---



##### 



57




---



##### 



provided
  58




---



##### 



Section 2.5 Issuance of Letters of Credit and Purchase of Participations Therein .
 Letters of Credit th provided th th provided provided further
 Notice of Issuance
 59




---



##### 



Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments
 60




---



##### 



Reimbursement by the Company of Amounts Drawn or Paid Under Letters of Credit Reimbursement Date provided provided further
 Lenders Purchase of Participations in Letters of Credit
 61




---



##### 



Obligations Absolute provided
 Indemnification
 62




---



##### 



Section 2.6 Pro Rata Shares; Availability of Funds .
 Pro Rata Shares
 Availability of Funds provided
 63




---



##### 



Section 2.7 Use of Proceeds .
  Section 2.8 Evidence of Debt; Register; Lenders Books and Records; Notes .
 Lenders Evidence of Debt provided provided further
 Register Register provided
 64




---



##### 



Notes
 Section 2.9 Interest on Loans .
   (A)
    
    if a Base Rate Loan, at the Base Rate
plus the Applicable Margin; or(B)
    
    if a Eurodollar Rate Loan, at the Adjusted
Eurodollar Rate plus the Applicable Margin;
  U.S. Dollar Canadian Base Rate Loans plus
 Canadian Dollar Base Rate Loans plus
 Eurodollar Rate Loans plus
 65




---



##### 



Bankers Acceptance Advances
 (iii)
    
    in the case of U.S. Swingline Loans, at the Base Rate
plus the Applicable Margin;(iv)
    
    in the case of Canadian Swingline Loans, Canadian Swingline
Loans that are denominated in (A) U.S. Dollars shall bear interest at a per
annum rate equal to the Base Rate plus the Applicable Margin for Base
Rate Loans and (B) Canadian Dollars shall bear interest, at the Canadian Base
Rate plus Applicable Margin for Base Rate Loans; and(v)
    
    in the case of Tranche B Term Loans:
 (A)
    
    if a Base Rate Loan, at the Base Rate
plus the Applicable Margin; or(B)
    
    if a Eurodollar Rate Loan, at the Adjusted
Eurodollar Rate plus the Applicable Margin;
 provided
  66




---



##### 



provided
 provided
  67




---



##### 



Interest Act(Canada) Interest Act Interest Act
 Criminal Code Interest Act
 68




---



##### 



Section 2.10 Conversion/Continuation.
  provided
  provided
 69




---



##### 



Section 2.11 Default Interest .
 provided
 70




---



##### 



Section 2.12 Fees.
           71




---



##### 



Section 2.13 Scheduled Payments/Commitment Reductions .
 Scheduled Installments Installment Installment Date
 Fiscal Quarter
    
    Tranche B Term Loan InstallmentsJune 30, 2006
    
    $837,500September 30, 2006
    
    $837,500December 31, 2006
    
    $837,500March 31, 2007
    
    $837,500June 30, 2007
    
    $837,500September 30, 2007
    
    $837,500December 31, 2007
    
    $837,500March 31, 2008
    
    $837,500June 30, 2008
    
    $837,500September 30, 2008
    
    $837,500December 31, 2008
    
    $837,500March 31, 2009
    
    $837,500June 30, 2009
    
    $837,500September 30, 2009
    
    $837,500December 31, 2009
    
    $837,500March 31, 2010
    
    $837,500June 30, 2010
    
    $837,500September 30, 2010
    
    $837,500December 31, 2010
    
    $837,500March 31, 2011
    
    $837,500June 30, 2011
    
    $837,500September 30, 2011
    
    $837,500December 31, 2011
    
    $837,500Tranche B Term Loan Maturity Date
    
    $315,737,500 or the then outstanding principal amount
 provided
  72




---



##### 



Section 2.14 Voluntary Prepayments/Commitment Reductions.
 Voluntary Prepayments.
        73




---



##### 



Voluntary Commitment Reductions
 provided
  74




---



##### 



Section 2.15 Mandatory Prepayments/Commitment Reductions .
 Asset Sales provided provided
 Insurance/Condemnation Proceeds provided provided further
 75




---



##### 



Issuance of Equity Securities provided
 Issuance of Debt
 Consolidated Excess Cash Flow provided
 76




---



##### 



Minimum Liquidity Exclusion
 Revolving Loans and Swingline Loans first second first second
 Prepayment Certificate
 Subordinated Indebtedness
 Section 2.16 Application of Prepayments/Reductions .
 Application of Voluntary Prepayments by Type of Loans
 Application of Mandatory Prepayments by Type of Loans
 77




---



##### 



Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans
 Application of Prepayments upon Exercise of Remedies
 Hedge Obligations Unaffected
 Section 2.17 General Provisions Regarding Payments .
    78




---



##### 



Section 2.18 Ratable Sharing .
  79




---



##### 



Aggregate Amounts Due provided provided further
 Section 2.19 Making or Maintaining Eurodollar Rate Loans .
 Inability to Determine Applicable Interest Rate
 Illegality or Impracticability of Eurodollar Rate Loans
 80




---



##### 



Affected Lender Affected Loans
 Compensation for Breakage or Non-Commencement of Interest Periods
 81




---



##### 



Booking of Eurodollar Rate Loans
 Assumptions Concerning Funding of Eurodollar Rate Loans provided however
 Section 2.20 Increased Costs; Capital Adequacy .
 Compensation For Increased Costs and Taxes
 82




---



##### 



provided
 Capital Adequacy Adjustment
 83




---



##### 



Section 2.21 Taxes; Withholding, etc .
 Payments to Be Free and Clear
 Withholding of Taxes
 84




---



##### 



Income Tax Act
 Evidence of Exemption From U.S. Withholding Tax Non-US Lender
 85




---



##### 



provided
   86




---



##### 



Section 2.22 Obligation to Mitigate .
 provided
 Section 2.23 Defaulting Lenders .
 Defaulting Lender Funding Default Defaulted Loan
 87




---



##### 



Section 2.24 Removal or Replacement of a Lender .
 Increased-Cost Lender Non-Consenting Lender Terminated Lender Replacement Lender provided
 88




---



##### 



provided provided
 Section 2.25 Incremental Facilities .
 New Loan Commitments Increased Amount Date New Loan Lender provided provided
 Series New Loan
 89




---



##### 



Section 2.26 Relationship between the Agents .
  Joint and Several Liability of the Canadian Borrowers
     90




---



##### 



SECTION 3
 CONDITIONS PRECEDENT
 Section 3.1 Closing Date .
  Credit Documents
 Organizational Documents; Incumbency
 91




---



##### 



Organizational and Capital Structure
 Capitalization of Holdings and the Company
 Consummation of Transactions
    92




---



##### 



Existing Indebtedness
 Transaction Costs
 Governmental Authorizations and Consents
 Real Estate Assets
 Closing Date Mortgaged Property
  93




---



##### 



Title Policy
   Personal Property Collateral
   94




---



##### 



Environmental Reports
 Evidence of Insurance
 Opinions of Counsel to Credit Parties
 95




---



##### 



Fees
 Solvency Certificate
 Closing Date Certificate
 Chief Financial Officer Certificate
 Material Adverse Effect
 Completion of Proceedings
  96




---



##### 



Section 3.2 Conditions to Each Credit Extension .
 Conditions Precedent
       Notices provided
 97




---



##### 



SECTION 4
 REPRESENTATIONS AND WARRANTIES
  Section 4.1 Organization; Requisite Power and Authority; Qualification .
  Section 4.2 Capital Stock and Ownership .
  98




---



##### 



Section 4.3 Due Authorization .
  Section 4.4 No Conflict .
  Section 4.5 Governmental Consents .
  Section 4.6 Binding Obligation .
  Section 4.7 Historical Financial Statements .
  99




---



##### 



Section 4.8 Projections .
 Projections provided provided further
 Section 4.9 No Material Adverse Change .
  Section 4.10 Insurance .
  Section 4.11 Adverse Proceedings, etc .
  100




---



##### 



Section 4.12 Payment of Taxes .
  Section 4.13 Properties .
 Title
 Real Estate
 Section 4.14 Environmental Matters .
  101




---



##### 



Section 4.15 No Defaults .
  Section 4.16 Material Contracts .
  Section 4.17 Governmental Regulation .
  102




---



##### 



Section 4.18 Margin Stock .
  Section 4.19 Employee Matters .
  Section 4.20 Employee Benefit Plans .
  103




---



##### 



Section 4.21 Certain Fees .
  Section 4.22 Solvency .
  Section 4.23 Compliance with Statutes, etc .
  Section 4.24 Disclosure .
  104




---



##### 



Section 4.25 Subordination. Designation of the Credit Documents as Designated
Senior Debt; Etc .
   SECTION 5
 AFFIRMATIVE COVENANTS
  Section 5.1 Financial Statements and Other Reports .
  Monthly Reports
 105




---



##### 



Quarterly Financial Statements
 Annual Financial Statements
 106




---



##### 



Compliance Certificate
 Statements of Reconciliation after Change in Accounting Principles
 Notice of Default
 Notice of Litigation provided that
 ERISA
 107




---



##### 



Financial Plan Financial Plan
 Insurance Report
 Notice of Change in Board of Directors
 Notice Regarding Material Contracts
 108




---



##### 



Information Regarding Collateral
 Annual Collateral Verification
 Other Information
 provided however
 109




---



##### 



Section 5.2 Existence .
 provided
 Section 5.3 Payment of Taxes and Claims .
 provided
 Section 5.4 Maintenance of Properties .
 provided
 110




---



##### 



Section 5.5 Insurance .
  Section 5.6 Inspections .
 provided however
 Section 5.7 Compliance with Laws .
  111




---



##### 



Section 5.8 Environmental.
 Environmental Disclosure.
     112




---



##### 



Hazardous Materials Activities
 Environmental Covenants
 Section 5.9 Subsidiaries .
  113




---



##### 



provided
 provided
 Section 5.10 Additional Material Real Estate Assets .
  114




---



##### 



Section 5.11 Interest Rate Protection .
  Section 5.12 Further Assurances .
  Section 5.13 Cash Management Systems .
 Non-Excluded Accounts provided
 115




---



##### 



Section 5.14 Certain Post-Closing Obligations .
 Landlord Waiver and Consent Agreements
 Intellectual Property
 Pledged Common Stock
 Zoning Letter
 SECTION 6
 NEGATIVE COVENANTS
  116




---



##### 



Section 6.1 Indebtedness .
   provided provided further
     117




---



##### 



provided
 provided
  provided
 Refinancing Notes provided provided further
 118




---



##### 



provided
  Additional
Senior Subordinated Notes provided further
 119




---



##### 



less
 Section 6.2 Liens .
     120




---



##### 



provided that
  121




---



##### 



provided
     pari passu
    Section 6.3 Equitable Lien .
 provided
 122




---



##### 



Section 6.4 No Further Negative Pledges .
  Section 6.5 Restricted Junior Payments .
  123




---



##### 



provided provided
 124




---



##### 



Section 6.6 Restrictions on Subsidiary Distributions .
  Section 6.7 Investments .
   provided
 125




---



##### 



provided
     provided
 126




---



##### 



provided
  Section 6.8 Financial Covenants .
 Interest Coverage Ratio
 Fiscal Quarter
    
    InterestCoverage RatioSecond Quarter of 2006 through Third Quarter of 2007
    
    
    2.00:1.00Fourth Quarter of 2007 through Third Quarter of 2008
    
    
    2.25:1.00Fourth Quarter of 2008 through Third Quarter of 2009
    
    
    2.50:1.00Fourth Quarter of 2009 through Third Quarter of 2010
    
    
    2.75:1.00Thereafter
    
    
    3.00:1.00
 Leverage Ratio
 Fiscal Quarter Ending
    
    LeverageRatioSecond Quarter of 2006 through Third Quarter of 2006
    
    
    6.25:1.00Fourth Quarter of 2006 through Third Quarter of 2007
    
    
    6.00:1.00Fourth Quarter of 2007 through Third Quarter of 2008
    
    
    5.25:1.00Fourth Quarter of 2008 through Third Quarter of 2009
    
    
    4.50:1.00Fourth Quarter of 2009 through Third Quarter of 2010
    
    
    3.75:1.00Thereafter
    
    
    3.50:1.00
 Maximum Consolidated Capital Expenditures provided
 127




---



##### 



provided further first
 Period
    
    ConsolidatedCapitalExpenditures2006
    
    $
    13,000,0002007
    
    $
    13,000,0002008
    
    $
    13,000,0002009
    
    $
    13,000,000Thereafter
    
    $
    13,000,000
  Certain Calculations Subject Transaction
 128




---



##### 



Equity Cure Equity Cure Period
 Section 6.9 Fundamental Changes; Disposition of Assets; Acquisitions .
  provided
   129




---



##### 



provided provided
       Section 6.10 Disposal of Subsidiary Interests.
  Section 6.11 Sales and Lease-Backs .
  130




---



##### 



Section 6.12 Transactions with Shareholders and Affiliates .
 provided Schedule 6.12
 Section 6.13 Conduct of Business .
  Section 6.14 Permitted Activities of Holdings .
  131




---



##### 



Section 6.15 Amendments or Waivers of Certain Related Agreements .
  Section 6.16 Amendments or Waivers of with respect to Subordinated Indebtedness .
  Section 6.17 Fiscal Year; Accounting Policies; Corporate Changes .
  provided
 132




---



##### 



Section 6.18 No Other Designated Senior Indebtedness .
  SECTION 7
 U.S. GUARANTY
 Section 7.1 U.S. Guaranty of the Obligations .
 Guaranteed Obligations
 Section 7.2 Contribution by Guarantors .
 Contributing
Guarantors Funding Guarantor Fair Share Fair Share
 133




---



##### 



Contribution Amount provided Fair Share Contribution Amount Aggregate Payments
 Section 7.3 Payment by Guarantors .
  Section 7.4 Liability of Guarantors Absolute .
  134




---



##### 



135




---



##### 



136




---



##### 



Section 7.5 Waivers by U.S. Guarantors .
  Section 7.6 U.S. Guarantors Rights of Subrogation, Contribution, etc .
  137




---



##### 



Section 7.7 Continuing Guaranty .
  Section 7.8 Authority of U.S. Guarantors or the Credit Parties .
  Section 7.9 Financial Condition of the Credit Parties and U.S. Guarantors .
  138




---



##### 



Section 7.10 Bankruptcy, etc .
    139




---



##### 



Section 7.11 Discharge of Guaranty Upon Sale of U.S. Guarantor .
  SECTION 7A
 GUARANTY OF CANADIAN OBLIGATIONS
 Section 7A.1 The Guaranty .
   140




---



##### 



Section 7A.2 Bankruptcy .
  Section 7A.3 Nature of Liability .
  Section 7A.4 Independent Obligation .
  141




---



##### 



Section 7A.5 Authorization .
  Section 7A.6 Reliance .
  Section 7A.7 Waiver .
  142




---



##### 



Other Parties
 Section 7A.8 Limitation on Enforcement .
  Section 7A.9 Confirmation of Payment .
  143




---



##### 



SECTION 8
 EVENTS OF DEFAULT
 Section 8.1 Events of Default .
  Failure to Make Payments When Due
 Default in Other Agreements
 Breach of Certain Covenants
 144




---



##### 



Breach of Representations, etc.
 Other Defaults Under Credit Documents
 Involuntary Bankruptcy; Appointment of Receiver, etc
 Voluntary Bankruptcy; Appointment of Receiver, etc.
 145




---



##### 



Judgments and Attachments
 Dissolution
 Employee Benefit Plans
 Change of Control
 Guaranties, Collateral Documents and other Credit Documents
 Failure to Effect the Easton Acquisition
 Section 8.2 Acceleration; Remedies .
  146




---



##### 



provided
  Section 8.3 Allocation of Payments After Exercise of Remedies .
  147




---



##### 



148




---



##### 



SECTION 9
 AGENTS
 Section 9.1 Appointment of Agents .
  fondé de pouvoir Civil Code of Quebec Deed of
Hypothec
 149




---



##### 



Bond Act respecting the Special Powers of Legal Persons Pledge inter alia pro rata mutatis mutandis
 Section 9.2 Powers and Duties .
  Section 9.3 General Immunity .
 No Responsibility for Certain Matters
 150




---



##### 



Exculpatory Provisions
 Section 9.4 Agents Entitled to Act as Lender .
  151




---



##### 



Section 9.5 Lenders Representations, Warranties and Acknowledgment .
   Section 9.6 Right to Indemnity .
 provided provided provided further
 Section 9.7 Successor Administrative Agent, Collateral Agent. Swingline Lender, Canadian
Agent and Canadian Swingline Lender .
  152




---



##### 



153




---



##### 



Income
Tax Act
 Section 9.8 Collateral Documents and Guaranty .
 Agents under Collateral Documents and Guaranty
 154




---



##### 



Right to Realize on Collateral and Enforce Guaranty
 SECTION 10
 MISCELLANEOUS
 Section 10.1 Notices .
 provided
 155




---



##### 



Section 10.2 Expenses .
 after
 Section 10.3 Indemnity .
 Indemnitee provided
 156




---



##### 



Section 10.4 Set-Off .
  Section 10.5 Amendments and Waivers .
 Requisite Lenders Consent
 157




---



##### 



Affected Lenders Consent
          Requisite Lenders Pro Rata Share provided Requisite Lenders Pro Rata Share
   158




---



##### 



Other Consents
 provided
      Execution of Amendments, etc
 159




---



##### 



Section 10.6 Successors and Assigns; Participations .
 Generally
 Register
 Right to Assign provided however
 provided
 provided
 160




---



##### 



Mechanics
 Assignment Fee
 Representations and Warranties of Assignee
 161




---



##### 



Effect of Assignment provided
 Participations provided
 162




---



##### 



Certain Other Assignments provided provided further
 Canadian Assignments
 Section 10.7 Independence of Covenants .
  Section 10.8 Survival of Representations, Warranties and Agreements .
  163




---



##### 



Section 10.9 No Waiver; Remedies Cumulative .
  Section 10.10 Marshalling; Payments Set Aside .
  Section 10.11 Severability .
  Section 10.12 Obligations Several; Independent Nature of Lenders Rights .
  164




---



##### 



Section 10.13 Headings .
  Section 10.14 APPLICABLE LAW .
 THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK; PROVIDED , HOWEVER , THAT EACH MORTGAGE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE JURISDICTION IN WHICH THE MORTGAGED PROPERTY IS
LOCATED AND EACH OF THE CANADIAN COLLATERAL DOCUMENTS SHALL, EXCEPT AS OTHERWISE PROVIDED THEREIN,
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE PROVINCE OF
ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.
 Section 10.15 CONSENT TO JURISDICTION .
 ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR
ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT
OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING
THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY
(a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;
(b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED,
TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (d) AGREES
THAT SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE
APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (e) AGREES AGENTS AND LENDERS RETAIN THE RIGHT
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT
PARTY IN THE COURTS OF ANY OTHER JURISDICTION.
 165




---



##### 



Section 10.16 WAIVER OF JURY TRIAL .
 EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS
OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS
AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS
A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS
RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED
THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE
OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE
HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL
BY THE COURT.
 Section 10.17 Confidentiality .
  166




---



##### 



provided provided
 Section 10.18 Usury Savings Clause .
  Section 10.19 Counterparts .
  Section 10.20 Effectiveness .
  167




---



##### 



Section 10.21 USA Patriot Act .
  Section 10.22 Judgment Currency .
 Judgment Currency Agreement Currency
 SECTION 11
 SPECIAL PROVISIONS APPLICABLE TO LENDERS UPON THE OCCURRENCE OF A SHARING EVENT
 Section 11.1 Participations .
  168




---



##### 



Section 11.2 Administrative Agents Determinations Binding .
  Section 11.3 Participation Payments in U.S. Dollars .
  169




---



##### 



Section 11.4 Delinquent Participation Payments .
 provided
 Section 11.5 Settlement of Participation Payments .
 provided however
 Section 11.6 Participation Obligations Absolute .
  Section 11.7 Increased Costs; Indemnities .
  170




---



##### 



Section 11.8 Provisions Solely to Effect Intercreditor Agreement .
   171




---



##### 



IN WITNESS WHEREOF
 EASTON-BELL SPORTS, INC.By:
    
    /s/ Mark TrippName:
    
    Mark TrippTitle:
    
    SecretaryEASTON SPORTS CANADA, INC.ALL AMERICAN SPORTS CORPORATIONBELL RACING COMPANYBELL SPORTS CORP.BELL SPORTS, INC.CDT NEVADA, INC.EASTON SPORTS ASIA, INC.EASTON SPORTS, INC.EQUILINK LICENSING, LLCMACMARK CORPORATIONRIDDELL SPORTS GROUP, INC.RIDDELL, INC.RIDMARK CORPORATIONRBG HOLDINGS CORP.4078624 CANADA INC.ALL-AMERICAN SPORTS (CANADA) LTD.BELL SPORTS CANADA INC.By:
    
    /s/ Mark TrippName:
    
    Mark TrippTitle:
    
    Secretary of each of the foregoing




---



##### 



WACHOVIA BANK, NATIONAL ASSOCIATION,as Sole Administrative Agent, Issuing Bank,
Collateral Agent and a LenderBy:
    
    /s/ Jeffrey M. FoleyName:
    
    Jeffrey M. FoleyTitle:
    
    Director




---



##### 



WACHOVIA CAPITAL FINANCE CORPORATION (CANADA),as Canadian AgentBy:
    
    /s/ Enza AgostaName:
    
    Enza AgostaTitle:
    
    Vice President




---



##### 



GOLDMAN SACHS CREDIT PARTNERS L.P.,As Joint Lead Arranger, Joint Bookrunner and
a LenderBy:
    
    /s/ Walter A. JacksonName:
    
    Walter A. JacksonTitle:
    
    Authorized Signatory