Federal Income Tax Purposes
M‐3
U.S. Tax Compliance Certificate for Non‐U.S. Participants that are Partnerships
for U.S. Federal Income Tax Purposes
M‐4
U.S. Tax Compliance Certificate for Non‐U.S. Lenders that are Partnerships for
U.S. Federal Income Tax Purposes
N
Perfection Certificate
O
[Reserved]
P
Reorganization Transactions
v
AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, amended and restated,
supplemented or otherwise modified from time to time, this "Agreement") is
entered into as of April 1, 2016, among VISTA OUTDOOR INC., a Delaware
corporation (the "Borrower"), each lender from time to time party hereto
(collectively, the "Lenders" and, individually, a "Lender"), each Swing Line
Lender (as hereinafter defined) party hereto, each L/C Issuer (as hereinafter
defined) party hereto, BANK OF AMERICA, N.A., as Administrative Agent (as
hereinafter defined), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, U.S.
BANK NATIONAL ASSOCIATION, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., J.P. MORGAN
SECURITIES LLC, WELLS FARGO SECURITIES, LLC, BANK OF THE WEST AND PNC BANK,
NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunning Managers,
BANK OF THE WEST, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., JPMORGAN CHASE BANK,
N.A., PNC BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION and WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and BMO HARRIS BANK
N.A., BRANCH BANKING AND TRUST COMPANY, CAPITAL ONE NATIONAL ASSOCIATION and
REGIONS BANK , as Co-Documentation Agents.
PRELIMINARY STATEMENTS:
The Borrower has entered into that certain Credit Agreement, dated as of
December 19, 2014 (the "Existing Credit Agreement"), among the Borrower, Bank of
America, N.A., as administrative agent, the lenders named therein (the "Existing
Lenders") and the other parties thereto.
Pursuant to the Action Sports Stock Purchase Agreement (as hereinafter defined),
the Borrower has agreed to purchase all of the issued and outstanding capital
stock of Action Sports (as hereinafter defined) from BRG Sports, Inc., a
Delaware corporation.
In order to finance the Action Sports Acquisition (as hereinafter defined) and
to finance its ongoing working capital and for general corporate purposes, the
Borrower has requested, and the Lenders have agreed, to amend and restate the
Existing Credit Agreement in order to permit the Lenders to extend credit
subject to the conditions set forth herein in the form of (a) Term A Loans (as
hereinafter defined) in an aggregate principal amount of $640,000,000 to the
Borrower as provided herein and (b) Revolving Credit Loans (as hereinafter
defined) in an aggregate principal amount of up to $400,000,000 to the Borrower
as provided herein and ending on the Maturity Date (as hereinafter defined) of
which, at any time, not more than (i) $100,000,000 in aggregate principal,
notional or stated amount may be in the form of L/C Credit Extensions (as
hereinafter defined) provided by the L/C Issuers (as hereinafter defined), and
(ii) $25,000,000 in aggregate principal amount may be in the form of Swing Line
Loans (as hereinafter defined) provided by the Swing Line Lenders (as
hereinafter defined).
In consideration of the mutual covenants and agreements herein contained and
subject to the satisfaction