EX-10.5





 Exhibit 10.5 

Execution Version 
 LIEN
SHARING AND PRIORITY CONFIRMATION JOINDER 
 Reference is made to the ABL Intercreditor Agreement, dated as of July 2, 2015 (as
amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “ABL Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as ABL Agent for the ABL Secured Parties referred to
therein; Morgan Stanley Senior Funding, Inc., as Original Term Loan Agent for the Term Loan Secured Parties referred to therein; each Additional Debt Agent for the Additional Debt Secured Parties referred to therein; Associated Investors L.L.C. and
Academy Managing CO., as Texas Intermediate Holdcos (the “Texas Intermediate Holdcos”); New Academy Holding Company, LLC as Holdings (“Holdings”); Academy, Ltd., as the Borrower (the
“Borrower”); and the Subsidiaries of the Borrower party thereto. 
 Capitalized terms used but not otherwise defined
herein shall have meaning set forth in the ABL Intercreditor Agreement. This Lien Sharing and Priority Confirmation Joinder is being executed and delivered pursuant to Section 2.10(b)(ii) of the ABL Intercreditor Agreement
as a condition precedent to the debt for which the undersigned is acting as representative being entitled to the rights and obligations of being additional secured debt under the ABL Intercreditor Agreement. 

 

	1.	 Joinder. The undersigned, The Bank of New York Mellon Trust Company, N.A. (the “New
Representative”), as trustee and collateral agent under that certain Indenture, dated as of the date hereof, among the Borrower, as Issuer, Holdings and the Texas Intermediate Holdcos, as Guarantors and the New Representative, hereby:



  

	 	(a)	 represents that the New Representative has been authorized to become a party to the ABL Intercreditor Agreement
on behalf of the Additional Debt Secured Parties under the Additional Debt Facility as an Additional Debt Agent under an Additional Debt Facility under the ABL Intercreditor Agreement for all purposes thereof on the terms set forth therein, and to
be bound by the terms of the ABL Intercreditor Agreement as fully as if the undersigned had executed and delivered the ABL Intercreditor Agreement as of the date thereof; and 



 

	 	(b)	 agrees that its address for receiving notices pursuant to the ABL Intercreditor Agreement shall be as follows:



 The Bank of New York Mellon Trust Company, N.A. 

601 Travis Street, The Chase Center 

Houston, TX 77002 
 Attention of
Corporate Trust Administration 
 Fax No. (713) 483-6954 

 

	2.	 Lien Sharing and Priority Confirmation. The undersigned New Representative, on behalf of itself and each
holder of Obligations in respect of the applicable Series of CF Debt that constitutes Additional Debt Facility for which the undersigned is acting as Additional Debt Agent hereby agrees, for the benefit of all Secured Parties and each future
Representative, and as a condition to being treated as Secured Debt Obligations under the ABL Intercreditor Agreement, that: 


  

	 	(a)	 the New Representative and each holder of Obligations in respect of the Series of CF Debt for which the
undersigned is acting as Additional Debt Agent are bound by the provisions of the ABL Intercreditor Agreement, including the provisions relating to the ranking of CF Debt Liens and the order of application of proceeds from enforcement of CF Debt
Liens; and 















	 	(b)	 the New Representative and each holder of Obligations in respect of the Series of CF Debt for which the
undersigned is acting as Additional Debt Agent appoints the Additional Debt Agent and consents to the terms of the ABL Intercreditor Agreement and the performance by the Additional Debt Agent of, and directs the Additional Debt Agent to perform, its
obligations under the ABL Intercreditor Agreement, together with all such powers as are reasonably incidental thereto. 


  

	3.	 Governing Law and Miscellaneous Provisions. The provisions of Article VII of the ABL
Intercreditor Agreement will apply with like effect to this Lien Sharing and Priority Confirmation Joinder. 



[Remainder of page intentionally left blank; Signatures follow] 

  
 2 













 IN WITNESS WHEREOF, the parties hereto have caused this Lien Sharing and Priority
Confirmation Joinder to be executed by their respective officers or representatives as of November 6, 2020. 
  

			
	 THE BANK OF NEW YORK
 MELLON TRUST
COMPANY, N.A.,
 as New Representative

		
	By:	 	/s/ Lawrence M. Kusch
		 	 Name: Lawrence M. Kusch

Title:    Vice President



 [Signature Page to Joinder to ABL Intercreditor Agreement] 












 The ABL Agent hereby acknowledges receipt of this Lien Sharing and Priority Confirmation
Joinder: 
  

			
	 JPMORGAN CHASE BANK, N.A., as
 ABL
Agent

		
	By:	 	/s/ Andrew Rossman
		 	 Name: Andrew Rossman

Title:    Vice President



 [Signature Page to Joinder to ABL Intercreditor Agreement] 












 The Term Loan Agent hereby acknowledges receipt of this Lien Sharing and Priority
Confirmation Joinder: 
  

					
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Term Loan Agent
		
	By:	 	/s/ William O’Daly
		 	Name:	 	William O’Daly
		 	Title:	 	Authorized Signatory
		
	By:	 	/s/ Christopher Zybrick
		 	Name:	 	Christopher Zybrick
		 	Title:	 	Authorized Signatory


 [Signature Page to Joinder to ABL Intercreditor Agreement]