EXHIBIT 10.35


 


AMENDED
AND RESTATED PROMISSORY NOTE


(Term Loan)


 


February 28,
2014


 


	Borrowers:	Black Diamond, Inc., formerly known
    as Clarus Corporation
	 	Black Diamond Equipment, Ltd.
	 	Black Diamond Retail, Inc.
	 	Everest/Sapphire Acquisition, LLC
	 	Gregory Mountain Products, LLC
	 	POC USA, LLC
	 	PIEPS Service, LLC
	 	BD European Holdings, LLC


 


Lender:Zions
First National Bank


 


Amount:$10,000,000


 


Maturity Date:
March 8, 2023


 


For
value received, Borrowers promise to pay to the order of Lender at Zions First National Bank Corporate Banking Group, One South
Main Street, Suite 200, Salt Lake City, Utah 84133, the sum of $10,000,000 or such other principal balance as may be outstanding
hereunder in lawful money of the United States with interest thereon calculated and payable as provided herein.


 


Definitions


 


Terms
used in the singular shall have the same meaning when used in the plural and vice versa. Capitalized terms not otherwise defined
herein shall have the meaning set forth in the Loan Agreement. As used in this Amended and Restated Promissory Note (the “Note”),
the term:


 


“Advance”
means a disbursement under this Note of $10,000,000 made on the Effective Date.


 


“Amortization
Period” means 120 months after March 8, 2013.


 


“Dollars”
and the sign “$” mean lawful money of the United States.


 


“Loan
Agreement” means the Amended and Restated Loan Agreement dated March 8, 2013 between Lender and Borrowers, together with
any exhibits, amendments, addenda, and modifications.


 


“One
Month LIBOR Rate” means the rate per annum quoted by Lender as its One Month LIBOR Rate based upon quotes from the London
Interbank Offered Rate from the British Bankers Association Interest Settlement Rates as quoted for United States Dollars by Bloomberg
or other comparable services selected by Lender. This definition of “One Month LIBOR Rate” is to be strictly interpreted
and is not intended to serve any purpose other than providing an index to determine the interest rate used herein. It is not the
lowest rate at which Lender may make loans to any of its customers, either now or in the future.


 




    	 



    	 



    

 


“Thirty
Day FHLB Rate” means the rate per annum quoted by Lender as Lender’s Thirty Day Federal Home Loan Bank rate based
upon the FHLB Seattle rate as quoted in Bloomberg, or on the FHLB Seattle internet web site at www.FHLBsea.com, or other comparable
service selected by Lender. The definition of “Thirty Day FHLB Rate” is to be strictly interpreted and is not intended
to serve any purpose other than providing an index to determine the interest rate used herein. It is not necessarily the lowest
rate charged by Lender on its loans. If the Thirty Day FHLB Rate becomes unavailable during the term of this Note, Lender may
designate a substitute index after notifying Borrowers.


 


Interest


 


Interest
shall accrue on the outstanding principal balance hereunder from the date of disbursement until paid, both before and after judgment,
on the basis of a 360-day year and actual days elapsed as follows: The One Month LIBOR Rate from time to time in effect, adjusted
as of the last day of each calendar month, plus the Applicable Margin.


 


Notwithstanding
the foregoing, if Lender reasonably determines (which determination shall be conclusive) that (i) quotations of interest rates
referred to in the definition of Lender’s One Month LIBOR Rate are not being provided in the relevant amounts or for the
relevant maturities for purposes of Lender determining the One Month LIBOR Rate, (ii) the adoption of any applicable law, rule,
or regulation or any change therein, or any change in the interpretation or administration thereof by any governmental authority,
central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any
request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency shall
make it unlawful or impossible for Lender to offer loans based on the One Month LIBOR Rate, or (iii) the One Month LIBOR Rate
does not adequately cover the cost of Lender making or maintaining advances based on the One Month LIBOR Rate, then Lender shall
give notice thereof to Borrowers, whereupon until Lender notifies Borrowers that the circumstances giving rise to such suspension
no longer exist, the interest rate hereunder shall be converted to a variable rate computed on the basis of a 360 day year and
actual days elapsed equal to the Thirty Day FHLB Rate plus the Applicable Margin from time to time in effect, adjusted as of the
date of any change in the Thirty Day FHLB Rate.


 


The
foregoing Applicable Margin above the One Month LIBOR Rate or Thirty Day FHLB Rate shall adjust on the first day of each month
following the later of the due date or date of receipt of the quarterly or annual financial statements to be provided by Borrowers
pursuant to the Loan Agreement.


 


Notwithstanding
the foregoing, in no case shall the interest rate hereunder be less than 3.25% per annum, regardless of Borrowers’ Senior
Net Debt to Trailing Twelve Month EBITDA ratio and regardless of the One Month LIBOR Rate or Thirty Day FHLB Rate.


 


Term
Loan


 


This
Note shall be an amortizing term loan. Amounts borrowed and repaid may not be re-advanced or re-borrowed by Borrowers. All amounts
owing under this Note shall be due and payable in full by Borrower upon maturity, whether at the stated maturity date, upon acceleration
thereof, or upon renewal or extension thereof.


 


Lender
acknowledges that as of the date hereof, the outstanding principal amount of this Note is $9,236,596.40.


 


Payment
Terms


 


Principal
and interest on the Advance shall be payable in monthly installments in an amount sufficient to fully amortize the Advance by
the end of the Amortization Period based on a mortgage-style amortization of the principal amount of such Advance, commencing
April 1, 2013, and on the same day of each month thereafter. All principal and unpaid interest shall be paid in full on the Maturity
Date.


 


All
payments shall be applied (a) first, to reimbursable fees, late charges, costs and expenses payable by Borrowers under the Loan
Agreement or any of the other Loan Documents, (b) second, to accrued interest and (c) the remainder, if any, to principal.


 




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Prepayment


 


Borrowers
may prepay all or any portion of this Note at any time. Any prepayments shall reduce or excuse the last installment payments owing.
All scheduled installment payments shall remain due and owing as scheduled until all outstanding principal has been paid in full.


 


In
the event of prepayment, Borrowers shall make Lender whole and Borrowers shall pay to Lender all reasonable and documented out-of-pocket
costs incurred by Lender in connection with such prepayment and compensate Lender for any loss and any breakage costs arising
from the re-employment of funds at rates lower than the rate provided by this Note, cost to Lender of such funds, any interest
or fees payable by Lender to lenders of funds obtained by them in order to make or maintain the loan evidenced by this Note and
any related costs.


 


General


 


This
Note is made in accordance with, governed by, and deemed to be a promissory note under, and subject to all terms and conditions
of, the Loan Agreement and, upon a Collateral Triggering Event, is secured by Collateral identified in and contemplated by the
Loan Agreement.


 


Upon
an Event of Default in payment of any principal or interest when due, whether due at stated maturity, by acceleration, or otherwise,
all outstanding principal shall bear interest at the Default Rate from the date when due until paid, both before and after judgment.


 


If
an Event of Default occurs, time being the essence hereof, then the entire unpaid balance, with interest as aforesaid, shall,
at the election of the holder hereof and without notice of such election, become immediately due and payable in full.


 


If
an Event of Default occurs, Borrowers agree to pay to the holder hereof all collection costs, including reasonable attorney fees
and legal expenses, in addition to all other sums due hereunder.


 


This
Note shall be governed by and construed in accordance with the laws of the State of Utah.


 


Borrowers
acknowledge that by execution and delivery of this Note Borrowers have transacted business in the State of Utah and Borrowers
voluntarily submit to, consent to, and waive any defense to the jurisdiction of courts located in the State of Utah as to all
matters relating to or arising from this Note. EXCEPT AS EXPRESSLY AGREED IN WRITING BY LENDER AND EXCEPT AS PROVIDED IN THE ARBITRATION
PROVISIONS IN THE LOAN AGREEMENT, THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF UTAH SHALL HAVE SOLE AND EXCLUSIVE JURISDICTION
OF ANY AND ALL CLAIMS, DISPUTES, AND CONTROVERSIES, ARISING UNDER OR RELATING TO THIS NOTE. NO LAWSUIT, PROCEEDING, OR ANY OTHER
ACTION RELATING TO OR ARISING UNDER THIS NOTE MAY BE COMMENCED OR PROSECUTED IN ANY OTHER FORUM EXCEPT AS EXPRESSLY AGREED IN
WRITING BY LENDER.


 


All
obligations of Borrowers under this Note shall be joint and several.


 


Borrowers
and all endorsers, sureties and guarantors hereof hereby jointly and severally waive presentment for payment, demand, protest,
notice of protest, notice of protest and of non-payment and of dishonor, and consent to extensions of time, renewal, waivers or
modifications without notice and further consent to the release of any collateral or any part thereof with or without substitution.


 


This
Amended and Restated Promissory Note (Term Loan) amends, restates, replaces and supersedes in its entirety, but does not extinguish
or novate, that certain Promissory Note (Term Loan) dated March 8, 2013, executed by Borrowers, and any previous renewals, modifications
or amendments thereof (the “Prior Note”). All accrued but unpaid interest evidenced by the Prior Note shall
continue to be due and payable until paid.


 


[Signature
Pages Follow]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Promissory Note (Term Loan) and it becomes effective
as of the day and year first set forth above.


  


	 	Borrowers:
	 	 
	 	Black Diamond Equipment, Ltd.
	 	 
	 	By:	/s/ Aaron J. Kuehne
	 	Name: Aaron J. Kuehne
	 	Title: Chief Financial Officer and Secretary
	 	 
	 	Black Diamond Retail, Inc.
	 	 
	 	By: 	/s/ Aaron J. Kuehne
	 	Name:  Aaron J. Kuehne
	 	Title: Chief Financial Officer and Secretary
	 	 
	 	Black Diamond, Inc.
	 	 
	 	By: 	/s/ Aaron J. Kuehne
	 	Name:  Aaron J. Kuehne
	 	Title: Chief Financial Officer, Treasurer and Secretary
	 	 
	 	Everest/Sapphire Acquisition, LLC
	 	 
	 	By: 	/s/ Aaron J. Kuehne
	 	Name: Aaron J. Kuehne
	 	Title: Treasurer and Secretary
	 	 
	 	Gregory Mountain Products, LLC
	 	 
	 	By: 	/s/ Aaron J. Kuehne
	 	Name: Aaron J. Kuehne
	 	Title:  Treasurer
	 	 
	 	POC USA, LLC
	 	 
	 	By:	/s/ Aaron J. Kuehne
	 	Name: Aaron J. Kuehne
	 	Title: Treasurer and Secretary
	 	 
	 	BD European Holdings, LLC
	 	 
	 	By:	/s/ Aaron J. Kuehne
	 	Name: Aaron J. Kuehne
	 	Title: Treasurer and Secretary
	 	 
	 	PIEPS Service, LLC
	 	 
	 	By: 	/s/ Aaron J. Kuehne
	 	Name: Aaron J. Kuehne
	 	Title: Treasurer and Secretary