and Assumption as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to the [Assignee][respective Assignees], and [the][each] Assignee hereby
irrevocably purchases and assumes from the [Assignor][ respective Assignors],
subject to and in accordance with the Standard Terms and Conditions and the
Credit Agreement, as of the Effective Date inserted by the Administrative Agent
as contemplated below (i) all of the [Assignor's][respective Assignors'] rights
and obligations in [its capacity as a Lender][their respective capacities as
Lenders] under the Credit Agreement and any other documents or instruments
delivered pursuant thereto to the extent related to the amount and percentage
interest identified below of all of such outstanding rights and obligations of
the [Assignor][respective Assignors] as further detailed below (including
without limitation any guarantees), and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other
right of the [Assignor (in its capacity as a Lender)][ respective Assignors (in
their respective capacities as Lenders)] against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights
and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned by [the][any] Assignor to [the][any] Assignee
pursuant to clauses (i) and (ii) above being referred to herein collectively as
[the][an] "Assigned Interest"). Each such sale and assignment is without
recourse to [the][any] Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by [the][any]
Assignor.
1.
Assignor[s]:
________________________________
______________________________
Assignor is[not] a Defaulting Lender]
2.
Assignee[s]:
______________________________
______________________________
[for each Assignee, indicate if an Affiliate of [identify Lender]]
3.
Lead Borrowers:
Bauer Hockey Corp. and Bauer Hockey, Inc.
4.
Administrative Agent: Bank of America, N.A., as the administrative agent under
the Credit Agreement
5.
Credit Agreement:
Credit Agreement dated as of April 15, 2014 among Bauer
Performance Sports Ltd., Bauer Hockey Corp., Bauer Hockey, Inc., the subsidiary
borrowers party thereto, various Lenders and Bank of America, N.A., as
Administrative Agent and the other agents party thereto.
6.
Assigned Interest[s]:
Assignor[s]
Assignee[s]
Aggregate Amount of Commitment /Revolving Loans for all Lenders
Amount of Commitment/Revolving Loans Assigned
Percentage Assigned of Commitment/ Revolving Loans8
CUSIP Number
$
$
%
$
$
%
$
$
%
[7.
Trade Date: ______________]
[Page break]
2
Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]
The terms set forth in this Assignment and Assumption are hereby agreed to:
ASSIGNOR[S]
[NAME OF ASSIGNOR]
By:
Title:
[NAME OF ASSIGNOR]
By:
Title:
ASSIGNEE[S]
[NAME OF ASSIGNOR]
By:
Title:
[NAME OF ASSIGNEE]