Exhibit



                                            



EXHIBIT 10.20
EXECUTION VERSION
AMENDMENT NO. 1 dated as of June 28, 2019 (this “Agreement”), to the Credit Agreement dated as of March 25, 2016, as amended by Consent to Credit Agreement dated as of July 19, 2018 (as so amended, the “Existing Credit Agreement”), among GOPRO, INC., a Delaware corporation (the “Company”), GOPRO COÖPERATIEF U.A., a Dutch cooperative with excluded liability, having its statutory seat in Amsterdam, the Netherlands, and registered with the trade register in the Netherlands under number 61391743 (the “Dutch Borrower” and, together with the Company, the “Borrowers”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
WHEREAS, the Borrowers have requested that the Existing Credit Agreement be amended as set forth herein; and
WHEREAS, the Lenders party hereto and the Administrative Agent are willing, subject to the terms and conditions set forth below, to amend the Existing Credit Agreement on the terms set forth herein (the Existing Credit Agreement, as so amended, is referred to as the “Amended Credit Agreement”).
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.  Defined Terms.  Capitalized terms used and not otherwise defined herein (including in the preliminary statements hereto) have the meanings assigned to them in the Amended Credit Agreement.
SECTION 2.  Amendments to the Existing Credit Agreement.
(a)  Effective as of the Amendment Effective Date (as defined below), the Existing Credit Agreement is hereby amended by inserting the language indicated in single underlined text (indicated textually in the same manner as the following example: single-underlined text) in Exhibit A hereto and by deleting the language indicated by strikethrough text (indicated textually in the same manner as the following example: stricken text) in Exhibit A hereto.
(b)  Effective as of the Amendment Effective Date, Exhibit B to the Existing Credit Agreement (Form of Borrowing Base Certificate) is hereby amended and restated to be in the form attached as Exhibit B hereto.
SECTION 3.  Representations and Warranties.  Each of the Borrowers represents and warrants to the other parties hereto that:
(a)  This Agreement has been duly executed and delivered by each of the Borrowers and constitutes a legal, valid and binding obligation of each of the Borrowers, enforceable in accordance with its terms, subject to applicable 




                                            



2
bankruptcy, insolvency, reorganization, moratorium, winding-up or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b)  On and as of the Amendment Effective Date, (i) the representations and warranties of each of the Borrowers set forth in the Amended Credit Agreement are true and correct and (ii) no Default has occurred and is continuing.
SECTION 4.  Effectiveness of this Agreement.  This Agreement and the amendment of the Existing Credit Agreement as set forth in Section 2 hereof shall become effective as of the first date (the “Amendment Effective Date”) on which each of the following conditions shall have been satisfied:
(a)  Executed Counterparts.  The Administrative Agent shall have received from the Company, the Dutch Borrower, Lenders constituting the Supermajority Lenders and the Administrative Agent either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include fax or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b)  Officer’s Certificate.  The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the chief executive officer or the chief financial officer of the Company, confirming that, on and as of the Amendment Effective Date, the representations and warranties of the Borrower set forth in Section 3 above are true and correct.
(c)  Reimbursement of Expenses.  The Administrative Agent shall have received, in immediately available funds, all expense reimbursement, including the reasonable fees and expenses of counsel for the Administrative Agent, required to be paid or reimbursed by the Company or the Dutch Borrower under the Amended Credit Agreement.
The Administrative Agent shall promptly notify, in writing, the Borrowers and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding. 
SECTION 5.  Effect of Amendment; No Novation.  (a)  Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Lenders or the Issuing Banks under the Existing Credit Agreement and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement, all of which shall continue in full force and effect in accordance with the provisions thereof.  Nothing herein shall be deemed to entitle the Company or the Dutch Borrower on any other occasion to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements 




                                            



3
contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.
(b)  On and after the Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, as used in the Existing Credit Agreement, shall refer to the Existing Credit Agreement as amended hereby, and the term “Credit Agreement”, as used in any other Loan Document, shall mean the Existing Credit Agreement as amended hereby.  This Agreement shall constitute a “Loan Document” for all purposes of the Amended Credit Agreement and the other Loan Documents.
(c)  Neither this Agreement nor the effectiveness of the amendments to the Existing Credit Agreement effected hereby shall extinguish the obligations for the payment of money outstanding under the Existing Credit Agreement.  Nothing herein contained shall be construed as a substitution or novation of any of the obligations outstanding under the Existing Credit Agreement, which shall remain in full force and effect, except as modified hereby.  Nothing expressed or implied in this Agreement or the Amended Credit Agreement shall be construed as a release or other discharge of the Company, the Dutch Borrower or any other Loan Party under the Existing Credit Agreement or any other Loan Document from any of its obligations and liabilities thereunder, as amended hereby.
SECTION 6.  Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.   Delivery of an executed counterpart of a signature page of this Agreement by fax, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement.
SECTION 7.  Governing Law.  This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.
SECTION 8.  Incorporation by Reference.  Sections 9.05, 9.09(b), 9.09(c), 9.09(d), 9.10 and 9.11 of the Existing Credit Agreement are hereby incorporated by reference herein, mutatis mutandis. 


[The remainder of this page intentionally left blank.]




                                            





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the day and year first above written.
	
		
	GOPRO, INC.,

	by
	 

	 
	/s/ Brian Timothy McGee

	 
	Name: Brian Timothy McGee

	 
	Title:  Executive Vice President, 
           Chief Financial Officer








	
		
	GOPRO COÖPERATIEF U.A.,

	by

	 
	/s/ Brian Timothy McGee

	 
	Name: Brian Timothy McGee

	 
	Title:  Executive Vice President, 
           Chief Financial Officer




































































[Signature Page to Amendment No. 1 relating to the Credit Agreement of GoPro, Inc.]




                                            





	
		
	JPMORGAN CHASE BANK, N.A., individually and as the Administrative Agent,

	by
	 

	 
	/s/ Anna Kostenko

	 
	Name: Anna Kostenko

	 
	Title:   Vice President
















 




































[Signature Page to Amendment No. 1 relating to the Credit Agreement of GoPro, Inc.]




                                            



SIGNATURE PAGE TO
 AMENDMENT NO. 1 RELATING TO
THE CREDIT AGREEMENT OF
GOPRO, INC.




	
		
	Wells Fargo Bank, National Association:

	by
	 

	 
	/s/ Moses Harris

	 
	Name:  Moses Harris

	 
	Title:  Authorized Signatory








	
		
	Wells Fargo Bank, National Association,
London Branch

	by
	 

	 
	 

	 
	Name:  Patricia Del Busto

	 
	Title:  Authorized Signatory












































































                                            



SIGNATURE PAGE TO
 AMENDMENT NO. 1 RELATING TO
THE CREDIT AGREEMENT OF
GOPRO, INC.






	
		
	Name of Institution: WELLS FARGO BANK
N.A., LONDON BRANCH

	by
	 

	 
	/s/ Patricia Del Busto

	 
	Name:  PATRICIA DEL BUSTO

	 
	Title:  AUTHORIZED SIGNATORY








	
		
	For any Lender requiring a second
signature block:

	by
	 

	 
	Name:

	 
	Title: 






























































                                            



SIGNATURE PAGE TO
 AMENDMENT NO. 1 RELATING TO
THE CREDIT AGREEMENT OF
GOPRO, INC.






	
		
	Name of Institution:  BARCLAYS BANK PLC

	by
	 

	 
	/s/ May Huang

	 
	Name:  May Huang

	 
	Title:  Assistant Vice President




























































































                                            





SIGNATURE PAGE TO
 AMENDMENT NO. 1 RELATING TO
THE CREDIT AGREEMENT OF
GOPRO, INC.




	
		
	Name of Institution:  Citibank, N.A.

	by
	 

	 
	/s/ David L. Smith

	 
	Name:  David L. Smith

	 
	Title:  Vice President and Director












































































                                            





SIGNATURE PAGE TO
 AMENDMENT NO. 1 RELATING TO
THE CREDIT AGREEMENT OF
GOPRO, INC.






	
		
	Name of Institution:  Morgan Stanley Senior Funding, Inc.

	by
	 

	 
	/s/ Justin Burton

	 
	Name:  Justin Burton

	 
	Title:  Vice President


























































































                                            





SIGNATURE PAGE TO
 AMENDMENT NO. 1 RELATING TO
THE CREDIT AGREEMENT OF
GOPRO, INC.






	
		
	Name of Institution:  SILICON VALLEY BANK

	by
	 

	 
	/s/ Kyle Larrabee

	 
	Name:  Kyle Larrabee

	 
	Title:  Vice President






	
		
	For any Lender requiring a second

	signature block:

	by
	 

	 
	 

	 
	Name:

	 
	Title:






































































                                            





EXHIBIT A
ADDED TEXT SHOWN UNDERSCORED
DELETED TEXT SHOWN STRIKETHROUGH


=========================================================================================






CREDIT AGREEMENT




dated as of


March 25, 2016,


among


GOPRO, INC.,
GOPRO COÖPERATIEF U.A.,




The LENDERS Party Hereto


and


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


___________________________


WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Syndication Agent


BARCLAYS BANK PLC,
as Documentation Agent


JPMORGAN CHASE BANK, N.A.
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Joint Lead Arrangers and Joint Bookrunners




==========================================================================
[CS&M C/M 6702-199]




                                            



	
				
	 
	TABLE OF CONTENTS
	 

	 
	 
	Page

	 
	 
	 

	 
	ARTICLE I
	 

	 
	 
	 

	 
	Definitions
	 

	 
	 
	 

	SECTION 1.01.
	Defined Terms ...............................................................................................
	6
	


	SECTION 1.02.
	Classification of Loans and Borrowings .......................................................
	69
	


	SECTION 1.03.
	Terms Generally ............................................................................................
	69
	


	SECTION 1.04.
	Accounting Terms; GAAP; Pro Forma Calculations ....................................
	70
	


	SECTION 1.05.
	Currency Translation .....................................................................................
	71
	


	SECTION 1.06.
	Senior Indebtedness .......................................................................................
	7172
	


	 
	 
	 

	 
	ARTICLE II
	 

	 
	 
	 

	 
	The Credits
	 

	 
	 
	 

	SECTION 2.01.
	Commitments ................................................................................................
	72
	


	SECTION 2.02.
	Loans and Borrowings ..................................................................................
	7273
	


	SECTION 2.03.
	Requests for Borrowings ...............................................................................
	73
	


	SECTION 2.04.
	Protective Advances ......................................................................................
	74
	


	SECTION 2.05.
	Letters of Credit ............................................................................................
	7576
	


	SECTION 2.06.
	Funding of Borrowings .................................................................................
	83
	


	SECTION 2.07.
	Interest Elections ...........................................................................................
	84
	


	SECTION 2.08.
	Termination and Reduction of Commitments ...............................................
	85
	


	SECTION 2.09.
	Repayment of Loans; Evidence of Debt; Cash Dominion Period .................
	86
	


	SECTION 2.10.
	Prepayment of Loans .....................................................................................
	88
	


	SECTION 2.11.
	Fees ................................................................................................................
	89
	


	SECTION 2.12.
	Interest ...........................................................................................................
	90
	


	SECTION 2.13.
	Alternate Rate of Interest ..............................................................................
	91
	



















i




                                            



	
				
	SECTION 2.14.
	Increased Costs .............................................................................................
	91
	


	SECTION 2.15.
	Break Funding Payments ..............................................................................
	9293
	


	SECTION 2.16.
	Taxes .............................................................................................................
	93
	


	SECTION 2.17.
	Payments Generally; Pro Rata Treatment; Sharing of Setoffs ......................
	9798
	


	SECTION 2.18.
	Mitigation Obligations; Replacement of Lenders .........................................
	100101
	


	SECTION 2.19.
	Defaulting Lenders ........................................................................................
	101102
	


	SECTION 2.20.
	Incremental Commitments ............................................................................
	103104
	


	SECTION 2.21.
	Secured Cash Management Services Obligations and Secured 
	 

	 
	Hedging Obligations .....................................................................................
	106
	


	SECTION 2.22.
	Dutch Borrower Agent ..................................................................................
	106
	


	 
	 
	 

	 
	ARTICLE III
	 

	 
	 
	 

	 
	Representations and Warranties
	 

	 
	 
	 

	SECTION 3.01.
	Organization; Powers ....................................................................................
	107
	


	SECTION 3.02.
	Authorization; Enforceability ........................................................................
	107108
	


	SECTION 3.03.
	Governmental Approvals; Absence of Conflicts ...........................................
	108
	


	SECTION 3.04.
	Financial Condition; No Material Adverse Change ......................................
	108
	


	SECTION 3.05.
	Properties .......................................................................................................
	109
	


	SECTION 3.06.
	Litigation and Environmental Matters ..........................................................
	109
	


	SECTION 3.07.
	Compliance with Laws and Agreements .......................................................
	109110
	


	SECTION 3.08.
	Investment Company Status ..........................................................................
	110
	


	SECTION 3.09.
	Taxes ..............................................................................................................
	110
	


	SECTION 3.10.
	ERISA ...........................................................................................................
	110
	


	SECTION 3.11.
	Subsidiaries and Joint Ventures; Disqualified Equity Interests .....................
	110
	


	SECTION 3.12.
	Insurance .......................................................................................................
	111
	


	SECTION 3.13.
	Solvency ........................................................................................................
	111
	



























ii




                                            



	
				
	SECTION 3.14.
	Disclosure .....................................................................................................
	111
	


	SECTION 3.15.
	Inventory Vendor Purchase Agreements; Intercompany
	 

	 
	Inventory Title Transfer Agreements .............................................................
	112
	


	SECTION 3.16.
	Collateral Matters ..........................................................................................
	112
	


	SECTION 3.17.
	Federal Reserve Regulations .........................................................................
	113
	


	SECTION 3.18.
	Anti-Corruption Laws and Sanctions ............................................................
	113
	


	SECTION 3.19.
	Choice of Law Provisions .............................................................................
	113
	


	SECTION 3.20.
	No Immunity .................................................................................................
	114
	


	SECTION 3.21.
	Proper Form; No Recordation .......................................................................
	114
	


	SECTION 3.22.
	Ranking of Obligations .................................................................................
	115
	


	SECTION 3.23.
	Centre of Main Interest .................................................................................
	115
	


	 
	 
	 

	 
	ARTICLE IV
	 

	 
	 
	 

	 
	Conditions
	 

	 
	 
	 

	SECTION 4.01.
	Effective Date ................................................................................................
	115
	


	SECTION 4.02.
	Each Credit Event ..........................................................................................
	117
	


	 
	 
	 

	 
	ARTICLE V
	 

	 
	 
	 

	 
	Affirmative Covenants
	 

	 
	 
	 

	SECTION 5.01.
	Financial Statements and Other Information ................................................
	118
	


	SECTION 5.02.
	Notices of Material Events ............................................................................
	122
	


	SECTION 5.03.
	Additional Subsidiaries .................................................................................
	123
	


	SECTION 5.04.
	Information Regarding Loan Parties .............................................................
	123
	


	SECTION 5.05.
	Existence; Conduct of Business ....................................................................
	124
	


	SECTION 5.06.
	Payment of Taxes ..........................................................................................
	124
	


	SECTION 5.07.
	Maintenance of Properties .............................................................................
	124
	


	SECTION 5.08.
	Insurance .......................................................................................................
	124125
	



















iii




                                            



	
				
	SECTION 5.09.
	Books and Records; Inspection and Audit Rights; Field
	 

	 
	    Examinations and Appraisals ....................................................................
	125
	


	SECTION 5.10.
	Compliance with Laws ..................................................................................
	126
	


	SECTION 5.11.
	Location of Inventory ....................................................................................
	126
	


	SECTION 5.12.
	Deposit Accounts ...........................................................................................
	127
	


	SECTION 5.13.
	Use of Proceeds and Letters of Credit ...........................................................
	129
	


	SECTION 5.14.
	Further Assurances ........................................................................................
	129
	


	SECTION 5.15.
	Post-Closing Matters .....................................................................................
	129130
	


	 
	 
	 

	 
	ARTICLE VI
	 

	 
	 
	 

	 
	Negative Covenants
	 

	 
	 
	 

	SECTION 6.01.
	Indebtedness ..................................................................................................
	130
	


	SECTION 6.02.
	Liens ..............................................................................................................
	132
	


	SECTION 6.03.
	Fundamental Changes; Business Activities ...................................................
	135
	


	SECTION 6.04.
	Investments, Loans, Advances, Guarantees and Acquisitions ......................
	135136
	


	SECTION 6.05.
	Asset Sales .....................................................................................................
	138
	


	SECTION 6.06.
	Sale/Leaseback Transactions .........................................................................
	140
	


	SECTION 6.07.
	Hedging Agreements .....................................................................................
	141
	


	SECTION 6.08.
	Restricted Payments; Certain Payments of Indebtedness .............................
	141
	


	SECTION 6.09.
	Transactions with Affiliates ...........................................................................
	143
	


	SECTION 6.10.
	Restrictive Agreements .................................................................................
	143144
	


	SECTION 6.11.
	Amendment of Organizational Documents ...................................................
	145
	


	SECTION 6.12.
	Financial Covenant ........................................................................................
	145
	


	SECTION 6.13.
	Fiscal Year .....................................................................................................
	145
	

































iv




                                            



	
				
	 
	ARTICLE VII
	 

	 
	 
	 

	 
	Events of Default
	 

	 
	 
	 

	 
	ARTICLE VIII
	 

	 
	 
	 

	 
	The Administrative Agent
	 

	 
	 
	 

	 
	ARTICLE IX
	 

	 
	 
	 

	 
	Miscellaneous
	 

	 
	 
	 

	SECTION 9.01.
	Notices ...........................................................................................................
	155
	


	SECTION 9.02.
	Waivers; Amendments ...................................................................................
	157
	


	SECTION 9.03.
	Expenses; Indemnity; Damage Waiver .........................................................
	160
	


	SECTION 9.04.
	Successors and Assigns .................................................................................
	162
	


	SECTION 9.05.
	Survival .........................................................................................................
	166167
	


	SECTION 9.06.
	Counterparts; Integration; Effectiveness; Electronic Execution ...................
	167
	


	SECTION 9.07.
	Severability ....................................................................................................
	167168
	


	SECTION 9.08.
	Right of Setoff ...............................................................................................
	168
	


	SECTION 9.09.
	Governing Law; Jurisdiction; Consent to Service of Process .......................
	168169
	


	SECTION 9.10.
	WAIVER OF JURY TRIAL ..........................................................................
	169170
	


	SECTION 9.11.
	Headings ........................................................................................................
	170
	


	SECTION 9.12.
	Confidentiality ...............................................................................................
	170
	


	SECTION 9.13.
	Interest Rate Limitation .................................................................................
	171
	


	SECTION 9.14.
	Release of Liens and Guarantees ..................................................................
	171
	


	SECTION 9.15.
	USA PATRIOT Act Notice ............................................................................
	172
	


	SECTION 9.16.
	No Fiduciary Relationship ............................................................................
	172
	


	SECTION 9.17.
	Non-Public Information ................................................................................
	172173
	


	SECTION 9.18.
	Judgment Currency .......................................................................................
	173
	


	SECTION 9.19.
	Excluded Swap Obligations ..........................................................................
	173174
	



















v




                                            



32
partially paid and any Loan Party created a new receivable for the unpaid portion of such Accounts;
(n) Accounts representing credit card sales, cash on delivery sales and cash deposit sales;
(o) Accounts that are payable in any currency other than (i) in the case of any U.S. Loan Party, U.S. dollars or Canadian dollars and (ii) in the case of the Dutch Borrower, U.S. dollars, Australian dollars, Euros, Pounds Sterling and Swiss Francs; provided that if an Account is owed in any currency other than U.S. dollars and a Loan Party has recorded a foreign exchange revaluation accrual with respect to such Account, then an amount equal to such foreign exchange revaluation accrual shall be ineligible;
(p) Accounts that are not subject to a valid and perfected first priority Lien in favor of the Administrative Agent, or that are subject to any Lien other than a Lien in favor of the Administrative Agent (other than any Permitted Encumbrance that does not have priority over the Lien in favor of the Administrative Agent);
(q) (i) Accounts that have not been invoiced to the applicable Account Debtor, (ii) Accounts that have been invoiced more than once (other than pursuant to a Credit/Rebill Transaction) and (iii) except as otherwise determined by each of the Administrative Agent and the Co-Agent in its Permitted Credit Judgment, that portion of Accounts which has been restructured, extended or, other than pursuant to a Credit/Rebill Transaction, amended or otherwise modified;
(r) Accounts that (i) consist of progress billings or are otherwise contingent upon any Loan Party’s completion of any further performance, (ii) consist of retainage invoices or (iii) are subject to any security, deposit, prepayment or similar advance made by or for the benefit of the applicable Account Debtor (but only to the extent thereof);
(s) Accounts that (i) do not arise from the sale of Goods or performance of services in the ordinary course of business or (ii) relate to payments of interest;
(t) Accounts where the Goods giving rise to such Account have not been delivered to (or have been delivered but title has not passed (FOB destination)), or accepted by, the applicable Account Debtor or for which the services giving rise to such Account have not been performed by the applicable Loan Party and accepted by the applicable Account Debtor, or such Accounts otherwise do not represent a final sale by the applicable Loan Party in the ordinary course of business;
(u) Accounts that represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment or any other repurchase or return basis;






                                            



33
(v) Accounts that are evidenced by any promissory note, chattel paper, bill of exchange or instrument;
(w) Accounts with respect to which any covenant, representation or warranty contained in this Agreement or in any Security Document has been breached or is not true;
(x) Accounts that do not comply in all material respects with the requirements of all applicable laws, including the Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and Regulation Z of the Board of Governors;
(y) Accounts for Goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding (written or oral) that indicates or purports that any Person other than the applicable Loan Party has an ownership interest in such Goods, or which indicates any party other than the applicable Loan Party as payee or remittance party;
(z) Accounts as to which the contract or agreement underlying such Account is governed by (or, if no law is expressed therein, is deemed to be governed by) the laws of any jurisdiction other than (i) in the case of any U.S. Loan Party, the United States of America or Canada and (ii) in the case of the Dutch Borrower, any Eligible Accounts Jurisdiction;
(aa) in the case of the Dutch Borrower, any Account that is subject to any limitation on assignment (whether arising by operation of law, by agreement or otherwise) that would, under the laws of the jurisdiction governing (or, if no law is expressed therein, deemed to be governing) the contract or agreement underlying such Account have the effect of restricting the assignment of such Account for or by way of security or the creation of a Lien thereon, in each case unless (i) prior to the relevant date of determination, written notice of the existence of such limitation shall have been provided by the Company to each of the Administrative Agent and the Co-Agent and (ii) each of the Administrative Agent and the Co-Agent has determined in its Permitted Credit Judgment that such limitation is not enforceable;
(bb) any Account that is subject to extended retention of title arrangements with respect to any part of the Goods giving rise to such Account or any similar arrangements under any applicable law to the extent of a claim that validly survives under applicable law or contract and can effectively be enforced pursuant to such extended title retention or similar arrangements;
(cc) Accounts owing by Best Buy or any of its Affiliates unless the Best Buy Factoring Facility has been terminated and each of the Administrative Agent and the Co-Agent shall have received reasonably satisfactory evidence thereof; and




                                            



34
(dd) Accounts that were acquired by the Company or any Subsidiary in (or are owned by any U.S. Loan Party that became a Subsidiary as a result of) any Acquisition consummated after the Effective Date, unless a field examination thereof has been conducted pursuant to Section 5.09(b) (which field examination may be conducted prior to the closing of such Acquisition, with the Administrative Agent agreeing that, reasonably promptly upon request of the Company (and subject to reasonable cooperation by the Company and the Subsidiaries and the relevant sellers), the Administrative Agent shall commence or cause to be commenced such field examination); provided that Accounts shall not be made ineligible under this clause (dd) so long as the increase in the Aggregate Borrowing Base in effect at any time attributable to such Accounts (to the extent otherwise constituting Eligible Accounts) and to any Inventory that is not treated as ineligible in reliance on the proviso in clause (t) of the definition of “Eligible Inventory” (to the extent otherwise constituting Eligible Inventory or Eligible In-Transit Inventory) would not exceed 10% of the Aggregate Borrowing Base that would have been in effect at such time had the ineligibility criteria set forth in this clause (dd) applied to such Accounts and the ineligibility criteria set forth in such clause (t) applied to such Inventory; provided further that the Company shall have given prior written notice to each of the Administrative Agent and the Co-Agent of its reliance on the foregoing proviso, together with a reasonably detailed calculation of the compliance therewith.
In determining the amount of an Eligible Account, the face amount of an Account shall be reduced by, without duplication (including as to any such accrued items that are determined by the Administrative Agent to instead be reflected in the Dilution Ratio), to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, warranty claims, rebates, returns, credits or credits pending, promotional program allowances, price adjustments, finance charges, service charges or other allowances (including any amount that any U.S. Loan Party or the Dutch Borrower may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement or understanding (written or oral)), (ii) the amount of all sales taxes, excise taxes and VAT payable by any U.S. Loan Party or the Dutch Borrower and (iii) the aggregate amount of all cash received in respect of such Account but not yet applied by the applicable Loan Party to reduce the amount of such Account.
“Eligible Accounts Jurisdiction” means (a) with respect to the U.S. Loan Parties, the United States of America and Canada and (b) with respect to the Dutch Borrower, any of Australia, Austria, Belgium, Canada, Denmark, England and Wales, Finland, France, Germany, Ireland, Italy, Luxembourg, The Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United States of America.
“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person, other than, in each case, a natural person or the Company, any Subsidiary or any other Affiliate of the Company.
“Eligible In-Transit Inventory” means, on any date, any In-Transit Inventory of any U.S. Loan Party or the Dutch Borrower that on such date would




                                            



54
Inventory of the Dutch Borrower, in each case, valued at the lower of cost or market value (with cost determined without regard to intercompany profit), determined on a first-in-first-out basis, at such time; minus
(c) Reserves;
provided that, notwithstanding the foregoing:
(i) the portion of the Non-U.S. Borrowing Base attributable to Hong Kong Inventory may not exceed at any time the difference at such time between (x) 25% of the Aggregate Borrowing Base (determined prior to giving effect to any Reserves other than the Dilution Reserve) at such time and (y) the aggregate amount of Hong Kong Inventory included in the U.S. Borrowing Base at such time; and
(ii) the portion of the Non-U.S. Borrowing Base attributable to Eligible In-Transit Inventory may not exceed at any time the difference at such time between (x) 10% of the Aggregate Borrowing Base (determined prior to giving effect to any Reserves other than the Dilution Reserve) at such time and (y) the aggregate amount of Eligible In-Transit Inventory included in the U.S. Borrowing Base at such time;
(iii) the portion of the Non-U.S. Borrowing Base attributable to New Inventory may not exceed at any time the difference at such time between (x) 10% of the Aggregate Borrowing Base (determined prior to giving effect to any Reserves other than the Dilution Reserve) at such time and (y) the aggregate amount of New Inventory included in the U.S. Borrowing Base at such time; and
(iv) the sum of (x) the Non-U.S. Borrowing Base and (y) the portion of the U.S. Borrowing Base attributable to the Specified Foreign Eligible Accounts may not exceed at any time 45% of the Aggregate Borrowing Base (determined prior to giving effect to any Reserves other than the Dilution Reserve) at such time.
The Administrative Agent may establish and modify, and the Co-Agent may request in writing the establishment or an increase of, Reserves in respect of the Non-U.S. Borrowing Base, in each case in its Permitted Credit Judgment, and any newly-established or modified Reserves shall become effective on the third Business Day after delivery of notice thereof to the Administrative Agent (if any such change is requested in writing by the Co-Agent), the Company and the Lenders; provided, however, that (a) a Reserve shall not be established to the extent it is duplicative of any other Reserve or items that are otherwise excluded through eligibility criteria and (b) the amount of any Reserve shall have a reasonable relationship (as determined by the Administrative Agent or the Co-Agent, in each case in its Permitted Credit Judgment) to the circumstance, event, condition, contingencies or other matter that is the basis therefor. A Reserve established by the Administrative Agent (including at the request in writing of the Co-Agent) with respect to any circumstance, event, condition, contingency or other 




                                            



67
amount of Investments set forth in any such Section) or any Permitted Acquisition, the greater of (x) US$31,250,000 and (y) 12.5% of the lesser of the Aggregate Commitment then in effect and the Aggregate Borrowing Base then in effect and (II) in the case of any other transaction, the greater of (x) US$37,500,000 and (y) 15% of the lesser of the Aggregate Commitment then in effect and the Aggregate Borrowing Base then in effect and (B) the Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters of the Company most recently ended prior to such date for which financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the first such delivery, ended on December 31, 2015) is at least 1.00 to 1.00 or (ii) after giving pro forma effect thereto, the Excess Availability as of the date of consummation of such transaction and at all times during the period of six months preceding such date shall not be less than (I) in the case of any Investment that would be permitted under Section 6.04(c), 6.04(d) or 6.04(e) (disregarding any limitation on the amount of Investments set forth in any such Section) or any Permitted Acquisition, the greater of (x) US$43,750,000 and (y) 17.5% of the lesser of the Aggregate Commitment then in effect and the Aggregate Borrowing Base then in effect and (II) in the case of any other transaction, the greater of (x) US$50,000,000 and (y) 20% of the lesser of the Aggregate Commitment then in effect and the Aggregate Borrowing Base then in effect and (c) solely in the case of any such transaction (or a series of related transactions) involving consideration (whether in the form of cash, assumption of liabilities or other consideration, but excluding any portion thereof in the form of Qualified Equity Interests in the Company) or payment amounts in excess of US$25,000,000, the Company shall have delivered to the Administrative Agent a certificate of a Financial Officer of the Company certifying that the requirements set forth in this definition with respect to such transaction have been satisfied, together with a reasonably detailed calculation in support of the satisfaction of the requirements referred to in clause (b).


“Specified Foreign Eligible Account” means any Eligible Account of any U.S. Loan Party (a) with respect to which the Account Debtor is organized or maintains its chief executive office in a jurisdiction other than the United States of America or Canada, (b) payable in any currency other than U.S. dollars or Canadian dollars or (c) as to which the contract or agreement underlying such Account is governed by (or, if no law is expressed therein, is deemed to be governed by) laws other than the laws of the United States of America or Canada.


“Specified Period” means, for each calendar year, the period during such year commencing on July 1 of such year and ending on December 31 of such year.


“Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, established by the Board of Governors to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board of Governors). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration,




                                            



69
“U.S. Borrowing Base” means, at any time, an amount expressed in U.S. dollars equal to the sum, without duplication, of:


(a) the product of (i) 85% multiplied by (ii) (A) the Eligible  Accounts of the U.S. Loan Parties at such time minus (B) the Dilution Reserve with respect to the U.S. Loan Parties; plus


(b) the lesser of (i) the product of (A) 70% multiplied by (B) the Eligible Inventory and the Eligible In-Transit Inventory of the U.S. Loan Parties, in each case valued at the lower of cost or market value (with cost determined without regard to intercompany profit), determined on a first-in-first-out basis, at such time and (ii) the product of (x) in the case of any New Inventory, 75% and (y) in the case of all other Inventory, 85% (or during any Specified Period, 90%) multiplied by the Net Orderly Liquidation Value percentage or percentages identified in the most recent Inventory appraisal report received by the Administrative Agent pursuant hereto with respect to the Inventory of the U.S. Loan Parties multiplied by the Eligible Inventory and the Eligible In-Transit Inventory of the U.S. Loan Parties, in each case, valued at the lower of cost or market value (with cost determined without regard to intercompany profit), determined on a first-in-first-out basis, at such time; minus


(c) Reserves;


provided that, notwithstanding the foregoing:


(i) the portion of the U.S. Borrowing Base attributable to Hong Kong Inventory may not exceed at any time 25% of the Aggregate Borrowing Base (determined prior to giving effect to any Reserves other than the Dilution Reserve) at such time;


(ii) the portion of the U.S. Borrowing Base attributable to Eligible In-Transit Inventory may not exceed at any time 10% of the Aggregate Borrowing Base (determined prior to giving effect to any Reserves other than the Dilution Reserve) at such time; and


(iii) the portion of the U.S. Borrowing Base attributable to New Inventory may not exceed at any time 10% of the Aggregate Borrowing Base (determined prior to giving effect to any Reserves other than the Dilution Reserve) at such time; and


(iv) the sum of (x) the Non-U.S. Borrowing Base and (y) the portion of the U.S. Borrowing Base attributable to the Specified Foreign Eligible Accounts may not exceed at any time 45% of the Aggregate Borrowing Base (determined prior to giving effect to any Reserves other than the Dilution Reserve) at such time.


The Administrative Agent may establish and modify, and the Co-Agent may request in writing the establishment or an increase of, Reserves in respect of the U.S. Borrowing












                                            



EXHIBIT B


	
	
	[FORM OF]

	BORROWING BASE CERTIFICATE








































































































                                            



	
									
	GoPro, Inc.

	Borrowing Base Coverpage

	For Period Ending [ ]
	 
	 
	 
	 

	In US$
	 
	 
	 
	 

	 
	 
	 
	 
	GoPro Coöperatief U.A.
	 

	 
	 
	U.S. Loan Parties
	Netherlands
	Hong Kong
	Total

	A.
	Available Account Receivables
	 
	 
	 
	 

	B.
	Available FG Inventory
	 
	 
	 
	 

	C.
	Available Bulk Inventory
	 
	 
	 
	 

	D.
	Available Karma Inventory
	 
	 
	 
	 

	E.
	Available Components Inventory
	 
	 
	 
	 

	F.
	Total collateral availability, before foreign BB caps
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	In-transit Inventory, before Cap
	 
	 
	 
	 

	 
	In-transit Cap
	 
	 
	 
	 

	 
	In-transit exceeding  cap
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	Hong Kong inventory availability
	 
	 
	 
	 

	 
	Non-US BB availability
	 
	 
	 
	 

	 
	Hong Kong inventory cap 1
	 
	 
	 
	 

	 
	Non-US BB + Specific Foreign Eligible Accounts availability cap 1
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	G.
	Total collateral availability, after foreign BB caps
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	H.
	Less: total reserves
	 
	 
	 
	 

	I.
	Borrowing Base (lines G-H)
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	J.
	Lesser of
	 
	 
	 
	 

	 
	   (1) Aggregate Commitments
	 
	 
	 
	 

	 
	   (2) Borrowing Base
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	K.
	Aggregate Revolving Exposure
	 
	 
	 
	 

	 
	   Loans
	 
	 
	 
	 

	 
	   LC Exposure
	 
	 
	 
	 

	 
	Aggregate Revolving Exposure
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	L.
	Availability (items J-K) 2
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	M.
	Suppressed Availability (items J(2)-J(1))
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	1The sum of non‐US BB availability + portion of US BB attributable to Specified Foreign Eligible Accounts is capped at 45% of total BB; 
	 

	 
	provided further that inventory physically located Hong Kong capped at 25% of total BB
	 

	 
	2US Borrower can only access the US BB; the Dutch Borrower can access the Global BB
	 
	 

	 
	 
	 
	 
	 
	 

	Officer's Certification:
	 
	 
	 
	 

	 
	Reference is made to the Credit Agreement dated as of March 25, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among GoPro, Inc. (the "Company"), GoPro Coöperatief U.A., the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent (the "Administrative Agent").  The undersigned, a Financial Officer of the Company, hereby certifies (solely in [his/her] capacity as an officer and not individually) that the information provided herein is complete and accurate as of the date hereof and has been prepared in a manner consistent in all material respects with the provisions of the Credit Agreement with respect to the Aggregate Borrowing Base, the U.S. Borrowing Base and the Non-U.S. Borrowing Base (including the component definitions thereof), excluding any applicable provisions contained therein that require a determination by the Administrative Agent).  The undersigned acknowledges and agrees that in the event of any conflict between this Borrowing Base Certificate and related provisions of the Credit Agreement, the terms of the Credit Agreement shall control.
	 

	 
	 

	 
	 

	 
	 

	 
	 

	 
	 
	 
	 
	 
	 

	 
	GoPro, Inc.
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 

	 
	Name:
	 
	Date: [  ]
	 
	 

	 
	Title:
	 
	 
	 
	 










                                            



	
							
	GoPro, Inc.

	Borrowing Base - Eligible Accounts

	For Period Ending [  ]
	 
	 
	 
	 

	In US$
	 
	 
	 
	 

	 
	 
	 
	 
	GoPro Coöperatief U.A.
	 

	 
	 
	 
	U.S. Loan Parties
	Netherlands
	Hong Kong
	 Total

	 
	 
	 
	 
	 
	 
	 

	Gross accounts
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Less ineligibles:
	1
	 
	 
	 
	 

	 
	Past Due > 60 PDD, > 90 PID
	a
	 
	 
	 
	 

	 
	Past due credits
	a
	 
	 
	 
	 

	 
	Cross-age 50%
	b
	 
	 
	 
	 

	 
	Intercompany, affiliate
	c
	 
	 
	 
	 

	 
	Ineligible A/R Jurisdiction
	d
	 
	 
	 
	 

	 
	Government
	e
	 
	 
	 
	 

	 
	Concentration cap- 15% for non-IG; 25% for IG
	f
	 
	 
	 
	 

	 
	Bankruptcy, liquidation
	g
	 
	 
	 
	 

	 
	Debtor sold all assets
	h
	 
	 
	 
	 

	 
	Uncollectible payment
	i
	 
	 
	 
	 

	 
	Without necessary NBAR
	j
	 
	 
	 
	 

	 
	Sanctioned Person
	k
	 
	 
	 
	 

	 
	Contra; counterclaim, deduction, dispute
	l
	 
	 
	 
	 

	 
	Nonordinary course reductions, new invoice for partial payment
	m
	 
	 
	 
	 

	 
	Credit card sales, cash on delivery, cash deposit sales
	n
	 
	 
	 
	 

	 
	Ineligible currency
	o
	 
	 
	 
	 

	 
	Foreign currency exchange revaluation accrual
	o
	 
	 
	 
	 

	 
	No perfected security interest; subject to other Liens
	p
	 
	 
	 
	 

	 
	No invoice; reinvoiced; restructured
	q
	 
	 
	 
	 

	 
	Progress billing; retainage invoices; subj to security, deposit, advance
	r
	 
	 
	 
	 

	 
	Nonordinary course, payments of interest
	s
	 
	 
	 
	 

	 
	Non-delivered, unperformed services, FOB Destination, not-final sale
	t
	 
	 
	 
	 

	 
	Bill-and-hold, consignment, contigent sale, guaranteed sale
	u
	 
	 
	 
	 

	 
	Chattel paper, promissory note
	v
	 
	 
	 
	 

	 
	Breach of covenants/reps/warranties
	w
	 
	 
	 
	 

	 
	Non-compliant with applicable laws
	x
	 
	 
	 
	 

	 
	Other Person has ownership interest
	y
	 
	 
	 
	 

	 
	Agreements governed by laws of ineligible jurisdictions
	z
	 
	 
	 
	 

	 
	Ban on assignment
	aa
	 
	 
	 
	 

	 
	Extended retention of title
	bb
	 
	 
	 
	 

	 
	Best Buy Factoring
	cc
	 
	 
	 
	 

	 
	Acquired A/R non-diligenced > 10% cap
	dd
	 
	 
	 
	 

	 
	Other ineligibles
	 
	 
	 
	 
	 

	Total ineligibles
	 
	 
	 
	 
	 

	Eligible accounts, before dilution
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Dilution % > 5% per most recent field exam
	 
	 
	 
	 
	 

	Dilution reserve
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Eligible accounts before advance rate
	 
	 
	 
	 
	 

	Advance rate
	 
	 
	 
	 
	 

	Available Accounts, before Reserves
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	1Eligible Accounts definition
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	Specified Foreign Eligible Accounts (within US Available AR above)
	 
	 
	 
	 
	 










                                            



	
							
	GoPro, Inc.

	Borrowing Base - Eligible FG Inventory

	For Period Ending [  ]
	 
	 
	 
	 
	 

	In US$
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	GoPro Coöperatief U.A.
	 

	 
	 
	 
	U.S. Loan Parties
	Netherlands
	Hong Kong
	 Total

	 
	 
	 
	 
	 
	 
	 

	Gross FG inventory
	 
	 
	 
	 
	 

	Add: FOB Destination
	 
	 
	 
	 
	 

	Add: In-transit FG
	 
	 
	 
	 
	 

	Adjusted gross FG inventory
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Ineligibles:
	1
	 
	 
	 
	 

	 
	No title; others have ownership interest
	a
	 
	 
	 
	 

	 
	No possession
	b
	 
	 
	 
	 

	 
	Located in an ineligible inventory jurisdiction
	c
	 
	 
	 
	 

	 
	Located at an ineligible site
	c
	 
	 
	 
	 

	 
	Moduslink - Singapore
	c
	 
	 
	 
	 

	 
	Moduslink - Czech Republic
	c
	 
	 
	 
	 

	 
	Moduslink - China
	c
	 
	 
	 
	 

	 
	Kolar-France
	c
	 
	 
	 
	 

	 
	<$150,000 at a location
	d
	 
	 
	 
	 

	 
	Ineligible intransit: not shipped from/to Eligible Jurisdictions
	e
	 
	 
	 
	 

	 
	Other In-transit ineligibles:
	 
	 
	 
	 
	 

	 
	Not yet paid for
	e. b
	 
	 
	 
	 

	 
	Not insured
	e. c
	 
	 
	 
	 

	 
	Subject to negotiable BOLs
	e. d
	 
	 
	 
	 

	 
	Common carrier affiliate
	e. e
	 
	 
	 
	 

	 
	Customs broker affiliate
	e. f
	 
	 
	 
	 

	 
	Located in leased location, 3rd party warehouse, DC
	f
	 
	 
	 
	 

	 
	Consigned
	g
	 
	 
	 
	 

	 
	Subject to negotiable Bill of Lading
	h
	 
	 
	 
	 

	 
	No perfected security interest; subject to other Liens
	i
	 
	 
	 
	 

	 
	Supplies, spare parts, packaging, display items, samples
	j
	 
	 
	 
	 

	 
	Returned, rejected by customers
	k
	 
	 
	 
	 

	 
	Damaged, defective, obsolete, excess, unsalable
	l
	 
	 
	 
	 

	 
	Returning to vendor
	m
	 
	 
	 
	 

	 
	Non-conforming to governmental standards
	n
	 
	 
	 
	 

	 
	Bill and hold
	o
	 
	 
	 
	 

	 
	Subj to IP, licenses, royalties, impeding Agt's ability to sell
	p
	 
	 
	 
	 

	 
	Breach of covenants/reps/warranties
	q
	 
	 
	 
	 

	 
	Seller assert reclamation rights
	r
	 
	 
	 
	 

	 
	Retention of title
	s
	 
	 
	 
	 

	 
	Acquired Inventory non-diligenced > 10% cap
	t
	 
	 
	 
	 

	 
	Other
	 
	 
	 
	 
	 

	Total ineligibles
	 
	 
	 
	 
	 

	Eligible FG inventory before advance rate
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Lesser of (a) and (b):
	 
	 
	 
	 
	 

	 
	(a) Advance rate
	 
	 
	 
	 
	 

	 
	  NOLV% per most recent appraisal2
	 
	 
	 
	 
	 

	 
	(b) NOLV at3
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Available FG inventory, before Reserves
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	1Eligible Inventory and Eligible In-Transit Inventory Definitions
	 
	 
	 
	 
	 

	2NOLV rates subject to change per latest third party appraisal
	 
	 
	 
	 
	 

	390% of NOLV is used during high period (July 1 to December 31)
	 
	 
	 
	 
	 








                                            



	
							
	GoPro, Inc.

	Borrowing Base - Eligible Aerial Inventory

	For Period Ending [  ]
	 
	 
	 
	 
	 

	In US$
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	GoPro Coöperatief U.A.
	 

	 
	 
	 
	U.S. Loan Parties
	Netherlands
	Hong Kong
	 Total

	 
	 
	 
	 
	 
	 
	 

	Gross Aerial inventory
	 
	 
	 
	 
	 

	Add: FOB Destination
	 
	 
	 
	 
	 

	Add: In-transit Aerial inventory
	 
	 
	 
	 
	 

	Adjusted gross Aerial inventory
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Ineligibles:
	1
	 
	 
	 
	 

	 
	No title; others have ownership interest
	a
	 
	 
	 
	 

	 
	No possession
	b
	 
	 
	 
	 

	 
	Located in an ineligible inventory jurisdiction
	c
	 
	 
	 
	 

	 
	Located at an ineligible site
	c
	 
	 
	 
	 

	 
	Moduslink - Singapore
	c
	 
	 
	 
	 

	 
	Moduslink - Czech Republic
	c
	 
	 
	 
	 

	 
	Moduslink - China
	c
	 
	 
	 
	 

	 
	Kolar-France
	c
	 
	 
	 
	 

	 
	<$150,000 at a location
	d
	 
	 
	 
	 

	 
	Ineligible intransit: not shipped from/to Eligible Jurisdictions
	e
	 
	 
	 
	 

	 
	Other In-transit ineligibles:
	 
	 
	 
	 
	 

	 
	Not yet paid for
	e. b
	 
	 
	 
	 

	 
	Not insured
	e. c
	 
	 
	 
	 

	 
	Subject to negotiable BOLs
	e. d
	 
	 
	 
	 

	 
	Common carrier affiliate
	e. e
	 
	 
	 
	 

	 
	Customs broker affiliate
	e. f
	 
	 
	 
	 

	 
	Located in leased location, 3rd party warehouse, DC
	f
	 
	 
	 
	 

	 
	Consigned
	g
	 
	 
	 
	 

	 
	Subject to negotiable Bill of Lading
	h
	 
	 
	 
	 

	 
	No perfected security interest; subject to other Liens
	i
	 
	 
	 
	 

	 
	Supplies, spare parts, packaging, display items, samples
	j
	 
	 
	 
	 

	 
	Returned, rejected by customers
	k
	 
	 
	 
	 

	 
	Damaged, defective, obsolete, excess, unsalable
	l
	 
	 
	 
	 

	 
	Returning to vendor
	m
	 
	 
	 
	 

	 
	Non-conforming to governmental standards
	n
	 
	 
	 
	 

	 
	Bill and hold
	o
	 
	 
	 
	 

	 
	Subj to IP, licenses, royalties, impeding Agt's ability to sell
	p
	 
	 
	 
	 

	 
	Breach of covenants/reps/warranties
	q
	 
	 
	 
	 

	 
	Seller assert reclamation rights
	r
	 
	 
	 
	 

	 
	Retention of title
	s
	 
	 
	 
	 

	 
	Acquired Inventory non-diligenced > 10% cap
	t
	 
	 
	 
	 

	 
	Other
	 
	 
	 
	 
	 

	Total ineligibles
	 
	 
	 
	 
	 

	Eligible Aerial inventory before advance rate
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Lesser of (a) and (b):
	 
	 
	 
	 
	 

	 
	(a) Advance rate
	 
	 
	 
	 
	 

	 
	  NOLV% per most recent appraisal2
	 
	 
	 
	 
	 

	 
	(b) NOLV at3
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Available Aerial inventory, before Reserves3
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	1Eligible Inventory and Eligible In-Transit Inventory Definitions
	 
	 
	 
	 
	 

	2NOLV rates subject to change per latest third party appraisal
	 
	 
	 
	 
	 

	3Drone and new inventory subject to total BB cap per credit agreement
	 
	 
	 
	 
	 








                                            



	
							
	GoPro, Inc.

	Borrowing Base - Eligible Bulk Inventory

	For Period Ending [  ]
	 
	 
	 
	 
	 

	In US$
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	GoPro Coöperatief U.A.
	 

	 
	 
	 
	U.S. Loan Parties
	Netherlands
	Hong Kong
	 Total

	 
	 
	 
	 
	 
	 
	 

	Gross Bulk inventory
	 
	 
	 
	 
	 

	Add: FOB Destination
	 
	 
	 
	 
	 

	Add: In-transit Bulk
	 
	 
	 
	 
	 

	Adjusted gross Bulk inventory
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Ineligibles:
	1
	 
	 
	 
	 

	 
	No title; others have ownership interest
	a
	 
	 
	 
	 

	 
	No possession
	b
	 
	 
	 
	 

	 
	Located in an ineligible inventory jurisdiction
	c
	 
	 
	 
	 

	 
	Located at an ineligible site
	c
	 
	 
	 
	 

	 
	Moduslink - Singapore
	c
	 
	 
	 
	 

	 
	Moduslink - Czech Republic
	c
	 
	 
	 
	 

	 
	Moduslink - China
	c
	 
	 
	 
	 

	 
	Kolar-France
	c
	 
	 
	 
	 

	 
	<$150,000 at a location
	d
	 
	 
	 
	 

	 
	Ineligible intransit: not shipped from/to Eligible Jurisdictions
	e
	 
	 
	 
	 

	 
	Other In-transit ineligibles:
	 
	 
	 
	 
	 

	 
	Not yet paid for
	e. b
	 
	 
	 
	 

	 
	Not insured
	e. c
	 
	 
	 
	 

	 
	Subject to negotiable BOLs
	e. d
	 
	 
	 
	 

	 
	Common carrier affiliate
	e. e
	 
	 
	 
	 

	 
	Customs broker affiliate
	e. f
	 
	 
	 
	 

	 
	Located in leased location, 3rd party warehouse, DC
	f
	 
	 
	 
	 

	 
	Consigned
	g
	 
	 
	 
	 

	 
	Subject to negotiable Bill of Lading
	h
	 
	 
	 
	 

	 
	No perfected security interest; subject to other Liens
	i
	 
	 
	 
	 

	 
	Supplies, spare parts, packaging, display items, samples
	j
	 
	 
	 
	 

	 
	Returned, rejected by customers
	k
	 
	 
	 
	 

	 
	Damaged, defective, obsolete, excess, unsalable
	l
	 
	 
	 
	 

	 
	Returning to vendor
	m
	 
	 
	 
	 

	 
	Non-conforming to governmental standards
	n
	 
	 
	 
	 

	 
	Bill and hold
	o
	 
	 
	 
	 

	 
	Subj to IP, licenses, royalties, impeding Agt's ability to sell
	p
	 
	 
	 
	 

	 
	Breach of covenants/reps/warranties
	q
	 
	 
	 
	 

	 
	Seller assert reclamation rights
	r
	 
	 
	 
	 

	 
	Retention of title
	s
	 
	 
	 
	 

	 
	Acquired Inventory non-diligenced > 10% cap
	t
	 
	 
	 
	 

	 
	Other
	 
	 
	 
	 
	 

	Total ineligibles
	 
	 
	 
	 
	 

	Eligible Bulk inventory before advance rate
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Lesser of (a) and (b):
	 
	 
	 
	 
	 

	 
	(a) Advance rate
	 
	 
	 
	 
	 

	 
	  NOLV% per most recent appraisal2
	 
	 
	 
	 
	 

	 
	(b) NOLV at3
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Available Bulk inventory, before Reserves
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	1Eligible Inventory and Eligible In-Transit Inventory Definitions
	 
	 
	 
	 
	 

	2NOLV rates subject to change per latest third party appraisal
	 
	 
	 
	 
	 

	390% of NOLV is used during high period (July 1 to December 31)
	 
	 
	 
	 
	 








                                            



	
							
	GoPro, Inc.

	Borrowing Base - Eligible Components Inventory

	For Period Ending [  ]
	 
	 
	 
	 
	 

	In US$
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	GoPro Coöperatief U.A.
	 

	 
	 
	 
	U.S. Loan Parties
	Netherlands
	Hong Kong
	 Total

	 
	 
	 
	 
	 
	 
	 

	Gross Components inventory
	 
	 
	 
	 
	 

	Add: FOB Destination
	 
	 
	 
	 
	 

	Add: In-transit Components
	 
	 
	 
	 
	 

	Adjusted gross Components inventory
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Ineligibles:
	1
	 
	 
	 
	 

	 
	No title; others have ownership interest
	a
	 
	 
	 
	 

	 
	No possession
	b
	 
	 
	 
	 

	 
	Located in an ineligible inventory jurisdiction
	c
	 
	 
	 
	 

	 
	Located at an ineligible site
	c
	 
	 
	 
	 

	 
	Moduslink - Singapore
	c
	 
	 
	 
	 

	 
	Moduslink - Czech Republic
	c
	 
	 
	 
	 

	 
	Moduslink - China
	c
	 
	 
	 
	 

	 
	Kolar-France
	c
	 
	 
	 
	 

	 
	<$150,000 at a location
	d
	 
	 
	 
	 

	 
	Ineligible intransit: not shipped from/to Eligible Jurisdictions
	e
	 
	 
	 
	 

	 
	Other In-transit ineligibles:
	 
	 
	 
	 
	 

	 
	Not yet paid for
	e. b
	 
	 
	 
	 

	 
	Not insured
	e. c
	 
	 
	 
	 

	 
	Subject to negotiable BOLs
	e. d
	 
	 
	 
	 

	 
	Common carrier affiliate
	e. e
	 
	 
	 
	 

	 
	Customs broker affiliate
	e. f
	 
	 
	 
	 

	 
	Located in leased location, 3rd party warehouse, DC
	f
	 
	 
	 
	 

	 
	Consigned
	g
	 
	 
	 
	 

	 
	Subject to negotiable Bill of Lading
	h
	 
	 
	 
	 

	 
	No perfected security interest; subject to other Liens
	i
	 
	 
	 
	 

	 
	Supplies, spare parts, packaging, display items, samples
	j
	 
	 
	 
	 

	 
	Returned, rejected by customers
	k
	 
	 
	 
	 

	 
	Damaged, defective, obsolete, excess, unsalable
	l
	 
	 
	 
	 

	 
	Returning to vendor
	m
	 
	 
	 
	 

	 
	Non-conforming to governmental standards
	n
	 
	 
	 
	 

	 
	Bill and hold
	o
	 
	 
	 
	 

	 
	Subj to IP, licenses, royalties, impeding Agt's ability to sell
	p
	 
	 
	 
	 

	 
	Breach of covenants/reps/warranties
	q
	 
	 
	 
	 

	 
	Seller assert reclamation rights
	r
	 
	 
	 
	 

	 
	Retention of title
	s
	 
	 
	 
	 

	 
	Acquired Inventory non-diligenced > 10% cap
	t
	 
	 
	 
	 

	 
	Other
	 
	 
	 
	 
	 

	Total ineligibles
	 
	 
	 
	 
	 

	Eligible Components inventory before advance rate
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Lesser of (a) and (b):
	 
	 
	 
	 
	 

	 
	(a) Advance rate
	 
	 
	 
	 
	 

	 
	  NOLV% per most recent appraisal2
	 
	 
	 
	 
	 

	 
	(b) NOLV at3
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Available Components inventory, before Reserves
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	1Eligible Inventory and Eligible In-Transit Inventory Definitions
	 
	 
	 
	 
	 

	2NOLV rates subject to change per latest third party appraisal
	 
	 
	 
	 
	 

	390% of NOLV is used during high period (July 1 to December 31)
	 
	 
	 
	 
	 








                                            



	
							
	GoPro, Inc.

	Borrowing Base - Reserves

	For Period Ending [  ]
	 
	 
	 
	 
	 

	In US$
	 
	 
	GoPro Coöperatief U.A.
	 

	 
	 
	 
	U.S. Loan Parties
	Netherlands
	Hong Kong
	 Total

	 
	 
	 
	 
	 
	 
	 

	 
	Reserves:
	 
	 
	 
	 
	 

	 
	Rent reserves, packout, warehousing, logistics services & related expenses1
	 
	 
	 
	 
	 

	 
	   Designated Pari Obligations
	 
	 
	 
	 
	 

	 
	   VAT and other local law taxes
	 
	 
	 
	 
	 

	 
	   Canada GST
	 
	 
	 
	 
	 

	 
	   Other priority claims
	 
	 
	 
	 
	 

	 
	   Retention of Title, EROT
	 
	 
	 
	 
	 

	 
	   Freight charges, customs fees/duties
	 
	 
	 
	 
	 

	 
	   Other
	 
	 
	 
	 
	 

	 
	   Total reserves
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	1As per the Credit Agreement
	 
	 
	 
	 
	 




















                                            



	
			
	GoPro, Inc.

	Borrowing Base - Reporting Requirements

	 

	The following information is to be submitted, pursuant to Sections 5.01(e) and 5.01(f) of the Credit Agreement as noted below.

	 

	 
	Monthly Reporting:
	Weekly Reporting:

	Borrowing Base Certificate in the form of Exhibit B
	Required
	Updated

	Accounts Receivable Supporting Documents:
	 
	 

	Accounts receivable detailed aging(s) in an electronic format suitable to the Administrative Agent
	Required
	Updated

	Accounts receivable rollforward as follows: A/R Beginning of Month + Gross Billings + Other Debit Adjustments - Cash Receipts - Discounts - Credit Memos Issued - Write-offs - Returns - Other Credit Adjustments = A/R End of Month
	Required
	Carryover from prior month-end

	Reconciliation of A/R aging(s) report to general ledger and financial statements
	Required
	Carryover from prior month-end

	Listings of the country where foreign customers are located
	Required
	Carryover from prior month-end

	Supporting documentation (system generated extract report where applicable) for the A/R ineligibles and Reserves) reported on the Borrowing Base Certificate
	Required
	Carryover from prior month-end

	Inventory Supporting Documents:
	 
	 

	Inventory by category/location/country
	Required
	Carryover from prior month-end

	Total page of inventory general ledger reports and supporting documentation for all inventory categories reported on the Borrowing Base Certificate
	Required
	Carryover from prior month-end

	Reconciliation of perpetual inventory reports to general ledger and financial statements
	Required
	Carryover from prior month-end

	Schedule of monthly rent and 3PL charges for all leased patent, warehousing and 3PL locations
	Required
	Carryover from prior month-end

	Supporting documentation (system generated extract report where applicable) for the inventory ineligibles and Reserves reported on the Borrowing Base Certificate
	Required
	Carryover from prior month-end

	Other Supporting Documents:
	 
	 

	Summary of accounts payable aging(s) by vendor
	Required
	Carryover from prior month-end

	Employee headcount for the UK & HK entities2; UK & HK entity-owned A/P and/or operational expenses
	Required
	Carryover from prior month-end

	Reconciliation of A/P aging to general ledger and financial statements
	Required
	Carryover from prior month-end

	From time to time, additional information per the request of the Administrative Agent, including but not limited to sales journals, cash receipt journals,  debit/credit memo journals, etc.
	Required1
	Carryover from prior month-end

	 

	 

	1Only required if requested by the Administrative Agent from time to time

	2Only required with QE monthly borrowing base reporting