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, MUFG BANK, LTD. (F/K/A 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, MUFG BANK, LTD. (F/K/A 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 of the conditions set forth in Section 4.02, the
Lenders and each L/C Issuer
1 Vista Outdoor, Inc. - Amended and Restated Credit Agreement
are willing to extend such credit to the Borrower. Accordingly, the parties
hereto agree to amend and restate the Existing Credit Agreement, in its
entirety, as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.01
Defined Terms. As used in this Agreement, the following terms shall have
the meanings set forth below:
"Acquisition" means, as to any Person, the purchase or other acquisition (in