Expenses, etc
179
Section 12.02.
Right of Setoff
181
Section 12.03.
Notices; Effectiveness; Electronic Communications
182
Section 12.04.
Successors and Assigns
184
Section 12.05.
No Waiver; Remedies Cumulative
190
Section 12.06.
Calculations; Computations
190
Section 12.07.
GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL
191
Section 12.08.
Counterparts
193
Section 12.09.
Headings Descriptive
193
Section 12.10.
Amendment or Waiver; etc
193
Section 12.11.
Survival
196
Section 12.12.
Domicile of Loans
196
iv
Section 12.13.
Confidentiality
197
Section 12.14.
USA Patriot Act and Canadian AML Acts Notice
197
Section 12.15.
Special Provisions Regarding Pledges of Equity Interests in Persons Not
Organized in Qualified Jurisdictions
198
Section 12.16.
Currency Indemnity
198
Section 12.17.
Waiver of Sovereign Immunity
198
Section 12.18.
INTERCREDITOR AGREEMENT
199
Section 12.19.
Replacement of Lenders
200
Section 12.20.
Absence of Fiduciary Relationship
200
SCHEDULE 1.01(a)
Unrestricted Subsidiaries
SCHEDULE 1.01(b)
Existing Letters of Credit
SCHEDULE 1.01(c)
Commitments
SCHEDULE 1.01(d)
Notice Office
SCHEDULE 7.12
Real Property
SCHEDULE 7.14
Subsidiaries
SCHEDULE 7.18
Labor Matters
SCHEDULE 8.13
Post-Closing Actions
SCHEDULE 8.17(e)
Deposit Accounts
SCHEDULE 9.01(c)
Existing Liens
SCHEDULE 9.04(f)
Existing Indebtedness
SCHEDULE 9.05(c)
Existing Investments
SCHEDULE 9.05(z)
Agreed Subordination Terms
SCHEDULE 9.06(g)
Affiliate Transactions
EXHIBIT A-1
Form of Notice of Borrowing (U.S. Dollar Denominated Loans)
EXHIBIT A-2
Form of Notice of Borrowing (Canadian Dollar Denominated Loans)
EXHIBIT A-3
Form of Notice of Conversion/Continuation (U.S. Dollar Denominated Loans)
EXHIBIT A-4
Form of Notice of Conversation/Continuation (Canadian Dollar Denominated Loans)
EXHIBIT B-1
Form of U.S. Dollar Revolving Note
EXHIBIT B-2
Form of Canadian Dollar Revolving Note
EXHIBIT B-3
Form of Swingline Note
EXHIBIT B-4
Form of Canadian Dollar Swingline Note
EXHIBIT C
Form of U.S. Tax Compliance Certificate
EXHIBIT D
Form of Administrative Questionnaire
EXHIBIT E
Form of Officers' Certificate
EXHIBIT F-1
Form of U.S. Pledge Agreement
EXHIBIT F-2
Form of Canadian Pledge Agreement
EXHIBIT G-1
Form of U.S. Security Agreement
EXHIBIT G-2
Form of Canadian Security Agreement
EXHIBIT H
Form of ABL Guaranty
EXHIBIT I
Form of Solvency Certificate
EXHIBIT J
Form of Compliance Certificate
EXHIBIT K
Form of Assignment and Assumption Agreement
EXHIBIT L
Form of ABL/Term Intercreditor Agreement
v
THIS CREDIT AGREEMENT, dated as of April 15, 2014, among BAUER PERFORMANCE
SPORTS LTD., a Canadian corporation (the "Parent"), BAUER HOCKEY CORP., a
Canadian corporation (the "Lead Canadian Borrower"), BAUER HOCKEY, INC., a
Vermont corporation, (the "Lead U.S. Borrower" and, together with the Lead
Canadian Borrower, the "Lead Borrowers"), each of the other Borrowers (as
hereinafter defined), each of the Subsidiary Guarantors (as defined herein), the
Lenders party hereto from time to time, BANK OF AMERICA, N.A. ("Bank of
America"), as the Administrative Agent and Collateral Agent, BANK OF AMERICA,
N.A., J.P. MORGAN SECURITIES LLC, RBC CAPITAL MARKETS and MORGAN STANLEY SENIOR
FUNDING, INC., as Joint Lead Arrangers (in such capacity, the "Joint Lead
Arrangers"), BANK OF AMERICA, N.A., J.P. MORGAN SECURITIES LLC and RBC CAPITAL
MARKETS, as Joint Bookrunners, and JPMORGAN CHASE BANK, N.A. and ROYAL BANK OF
CANADA, as Syndication Agents (in such capacities, the "Syndication Agents").