8-K
AMERICAN OUTDOOR BRANDS CORP NASDAQ false 0001092796 0001092796 2019-11-22 2019-11-22

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 22, 2019

 

American Outdoor Brands Corporation

(Exact Name of Registrant as Specified in Charter)

 

Nevada

 

001-31552

 

87-0543688

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2100 Roosevelt Avenue

Springfield, Massachusetts 01104

(Address of principal executive offices) (Zip Code)

(800) 331-0852

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, Par Value $.001 per Share

 

AOBC

 

Nasdaq Global Market Select

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 §CRF 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 


Item 1.01. Entry into a Material Definitive Agreement.

As described in Item 2.03 of this Current Report on Form 8-K, we and certain of our domestic subsidiaries entered into a fifth amendment, dated as of November 22, 2019, to our existing credit agreement with the lenders and TD Bank, N.A. as administrative agent. The disclosure contained in Item 2.03 of this Current Report on Form 8-K and the information contained in Exhibit 10.113(b) filed herewith are hereby incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 22, 2019, we and certain of our domestic subsidiaries entered into a fifth amendment to our existing credit agreement with the lenders and TD Bank, N.A. as administrative agent (the “Fifth Amendment”). We originally entered into our existing credit agreement on June 15, 2015, as disclosed in our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2015 (the “Credit Agreement”).

The Fifth Amendment provides that, among other things (i) Smith & Wesson Inc. is added as a Borrower under the Credit Agreement, and (ii) the Lenders consent to the Outdoor Products Group Spin-Off (following which the Outdoor Products Group Subsidiaries shall cease to be Loan Parties), provided that the Spin-Off Conditions are satisfied, which Spin-Off Conditions include, without limitation (x) a requirement that the Loan Parties (other than the Outdoor Products Group Subsidiaries) grant the Lenders a security interest in the Additional Collateral, (y) a reduction of the Revolving Commitment (including any Incremental Revolving Commitments established prior to the Outdoor Products Group Spin-Off) to $250,000,000, and (z) a reduction of the Incremental Commitments to $50,000,000 (less the amount of any Incremental Commitments established prior to the Outdoor Products Group Spin-Off). Other than the changes described in the Fifth Amendment, we otherwise remain subject to the terms of the Credit Agreement, as amended to date.

The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Fifth Amendment and is subject to and qualified in its entirety by reference to the full text of the Fifth Amendment, which is filed herewith as Exhibit 10.113(b) and is hereby incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On November 26, 2019, we notified The Bank of New York Mellon Trust Company, N.A., as trustee, of our intention to issue a notice of redemption to holders of our outstanding 5.000% Senior Notes due 2020, or the Notes, that we will redeem all of our outstanding Notes on January 6, 2020, or the Redemption Date. The redemption price for the Notes will be 100.00% of the principal amount of the Notes, plus accrued and unpaid interest on the Notes to, but not including, the Redemption Date, or the Redemption Price, in accordance with the provisions of the indenture governing the Notes.

This Current Report on Form 8-K does not constitute a notice of redemption under the indenture governing the Notes.

The information in this Item 7.01 is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit

Number

   

Exhibits

         
 

10.113(b)

   

Fifth Amendment to Credit Agreement, dated as of November 22, 2019, among the Registrant, American Outdoor Brands Sales Company, and Smith & Wesson Inc., as Borrowers, the subsidiaries of the Borrowers party thereto, as the guarantors, the lenders party thereto, and TD Bank, N.A., as Administrative Agent and Swingline Lender

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AMERICAN OUTDOOR BRANDS CORPORATION

         

Date: November 26, 2019

 

By:

 

/s/ Jeffrey D. Buchanan

 

 

Jeffrey D. Buchanan

 

 

Executive Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer

EX-10.113(b)

Exhibit 10.113(b)

Execution Version

FIFTH AMENDMENT TO CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of November 22, 2019 (this “Amendment”) is entered into among AMERICAN OUTDOOR BRANDS CORPORATION (f/k/a/ Smith & Wesson Holding Corporation), a Nevada corporation (the “Company”), AMERICAN OUTDOOR BRANDS SALES COMPANY (f/k/a Smith & Wesson Corp.), a Delaware corporation (“AOBSC”, and together with the Company, the “Existing Borrowers” and, each, an “Existing Borrower”), SMITH & WESSON INC. (f/k/a Smith & Wesson Firearms Inc.), a Delaware corporation (“SWI” and together with the Existing Borrowers, collectively, the “Borrowers” and each, a “Borrower”), the Guarantors party hereto, the lenders party hereto (collectively, the “Lenders” and individually, a “Lender”), and TD BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and Swingline Lender. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrowers, the Guarantors, the Lenders and TD Bank, N.A., as Administrative Agent and Swing Line Lender entered into that certain Credit Agreement dated as of June 15, 2015 (as amended by that certain First Amendment to Credit Agreement dated as of July 5, 2016, by that certain Second Amendment to Credit Agreement dated as of October 27, 2016, by that certain Third Amendment to Credit Agreement dated as of January 9, 2017 and by that certain Fourth Amendment to Credit Agreement dated as of February 28, 2018 (as further amended, restated, supplemented or otherwise modified from time to time in writing prior to the Fifth Amendment Effective Date, the “Existing Credit Agreement”, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, including pursuant to this Amendment, the “Credit Agreement”);

WHEREAS, pursuant to a Joinder Agreement dated as of March 14, 2019, SWI joined the Credit Agreement and became a “Guarantor” thereunder;

WHEREAS, the Existing Borrowers desire that (i) SWI become a “Borrower” and be jointly and severally liable with the Existing Borrowers under the Credit Agreement and (ii) the Lenders permit the future consummation of the proposed Outdoor Products Group Spin-Off (as defined in the Credit Agreement);

WHEREAS, the Lenders and the Administrative Agent desire to amend certain provisions of the Existing Credit Agreement as hereinafter provided, on the terms and subject to the conditions set forth herein; and

WHEREAS, in accordance with the terms and conditions set forth herein, the Existing Borrowers, SWI, the other Guarantors, the Lenders and the Administrative Agent wish to effect this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.    Definitions. Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement, except to the extent such meanings are amended hereby.


2.    Amendments to Credit Agreement. Each of the parties hereto (which includes each Lender party to the Existing Credit Agreement) agrees that, effective on the Fifth Amendment Effective Date, the Existing Credit Agreement shall be amended (a) to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and (b) to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.

3.    Joinder of New Borrower. Each of the New Borrower, the Existing Borrowers and the other Loan Parties hereby agree as follows with the Administrative Agent, for the benefit of the Lenders:

a.    The New Borrower hereby acknowledges, agrees and confirms that, by its execution of this Amendment, New Borrower will (i) be deemed to be a party to and a “Borrower” under the Credit Agreement and the other Loan Documents and shall have all of the obligations of a Borrower thereunder as if it had executed the Credit Agreement and the other Loan Documents as a Borrower and (ii) no longer be deemed to be a “Guarantor” under the Credit Agreement and the other Loan Documents and shall no longer have the obligations of a Guarantor thereunder. The New Borrower hereby ratifies, as of the date hereof, and agrees to be bound by, all representations and warranties, covenants and other terms, conditions and provisions of the Credit Agreement and the other applicable Loan Documents as a Borrower and a Loan Party, as applicable. Without limiting the generality of the foregoing terms of this Section 3(a), the New Borrower hereby agrees that it is jointly and severally liable, together with the other Borrowers, for the prompt payment of the Obligations in accordance with the terms of the Credit Agreement and the other Loan Documents.

b.    Each of New Borrower, the Existing Borrowers and the other Loan Parties hereby agree that all of the representations and warranties contained in Article V of the Credit Agreement and each other Loan Document (including, without limitation, this Amendment) or which are contained in any document furnished at any time under or in connection therewith, are (i) with respect to representations and warranties that contain a materiality qualification, true and correct on and as of the date hereof except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and (ii) with respect to representations and warranties that do not contain a materiality qualification, are true and correct in all material respects on and as of the date hereof except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date.

c.    New Borrower acknowledges and confirms that it has received a copy of the Credit Agreement and the schedules and exhibits thereto and each Loan Document and the schedules and exhibits thereto.

d.    The Existing Borrowers each hereby confirm that the Credit Agreement is, and upon the New Borrower becoming a Borrower, shall continue to be, in full force and effect. The parties hereto confirm and agree that immediately upon New Borrower becoming a Borrower, the term “Obligations,” as used in the Credit Agreement, shall include all obligations of New Borrower as a Borrower under the Credit Agreement and under each other Loan Document.

e.    Each of the New Borrower and the other Loan Parties agrees that at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such further acts as the Administrative Agent may

 

- 2 -


reasonably request in accordance with the terms and conditions of the Credit Agreement and the other Loan Documents in order to effect the purposes of this Amendment.

4.    Conditions Precedent. This Amendment shall be effective upon the date of satisfaction of the following conditions precedent, in each case in a manner reasonably satisfactory to the Administrative Agent:

(a)    The Administrative Agent’s receipt of the following, each of which shall be originals or electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Fifth Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Fifth Amendment Effective Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

(i)    this Amendment properly executed by a Responsible Officer of each Loan Party and each of the Lenders.

(ii)    such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party;

(iii)    such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;

(iv)    the TD Bank Fee Letter (as defined in the Credit Agreement) properly executed by a Responsible Officer of each Borrower, the Administrative Agent and TD Bank;

(v)    a Solvency Certificate signed by a Responsible Officer of the Borrower Representative as to the financial condition, solvency and related matters of the Loan Parties, after giving effect to this Amendment and the other transactions contemplated hereby; and

(vi)    such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require.

(b)    Material Adverse Effect. Since the date of the Audited Financial Statements, there shall not have occurred any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

(c)    Litigation. There is no action, suit, investigation or proceeding pending or, to the knowledge of either Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect.

(d)    No Default. No Default shall exist or would result from this Amendment on the Fifth Amendment Effective Date.

 

- 3 -


(e)    Representations and Warranties. Both before and immediately after giving effect to this Amendment, the representations and warranties of the Loan Parties set forth in Article V of the Credit Agreement and in each other Loan Document, or which are contained in any document furnished in connection therewith, are true and correct in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty is true and correct in all respects) as of the Fifth Amendment Effective Date with the same effect as if made on and as of the Fifth Amendment Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty is true and correct in all respects) as of such earlier date.

(f)    Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of each Borrower as of the Fifth Amendment Effective Date certifying that (i) the conditions specified in Sections 2(b), 2(c), 2(d) and 2(e) have been satisfied as of the Fifth Amendment Effective Date and (ii) that the execution and delivery of this Amendment and the transactions contemplated hereby do not violate any terms of the 2020 Senior Notes Indenture.

(g)    Attorney Costs. Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Fifth Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent).

5.    Miscellaneous.

(a)    This Amendment shall be deemed to be, and is, a Loan Document.

(b)    Each Loan Party (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents or any certificates, documents, agreements and instruments executed in connection therewith, and (iii) affirms all of its obligations under the Loan Documents as amended hereby, including its Guarantee of the Obligations. The execution of this Amendment shall not operate as a waiver of any right, power or remedy of Administrative Agent or the Lenders or constitute a waiver of any provision of the Credit Agreement or any other Loan Document. Nothing in this Amendment shall be construed to, or shall, extinguish, release or discharge, or substitute, or constitute, create or effect a novation of, or an agreement to extinguish, replace, or substitute any of, the Obligations of the Borrowers under the Existing Loan Agreement or any other Loan Document.

(c)    Effective as of the Fifth Amendment Effective Date, the terms “Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Existing Credit Agreement, shall, unless the context otherwise requires, refer to the Existing Credit Agreement as amended hereby, and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Existing Credit Agreement as amended hereby and as may be further amended, supplemented or otherwise modified from time to time.

 

- 4 -


(d)    Each of the Loan Parties hereby represents and warrants to the Administrative Agent and the Loan Parties as follows:

(i)    such Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment and this Amendment does not and will not (A) contravene the terms of any of such Person’s Organization Documents; (B) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (1) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, including, without limitation, any Permitted Notes Indenture, or (2) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (C) violate any Law;

(ii)    this Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity);

(iii)    no consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Amendment;

(iv)    no Default or Event of Default currently exists or would arise after giving effect to this Amendment or the consummation of the transactions contemplated hereunder; and

(v)    such Loan Party and each of its Subsidiaries, if any, is a corporation or limited liability company, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable.

(e)    For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Amendment, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

(f)    This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by telecopy, pdf or other similar electronic transmission shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(g)    Subject to any applicable limitations set forth in the Loan Documents, each Loan Party hereby agrees from time to time, as and when reasonably requested by Administrative Agent, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as Administrative Agent may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment.

(h)    This Amendment shall be binding upon the Borrowers, the other Loan Parties, the Lenders and the Administrative Agent and their respective successors and permitted assigns, and shall

 

- 5 -


inure to the benefit of the Borrowers, the other Loan Parties, the Lenders and Administrative Agent and the successors and permitted assigns of the Lenders and Administrative Agent. No other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Amendment or any of the other Loan Documents.

(i)    This Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

(j)    The provisions of Sections 10.14 and 10.15 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis, and shall apply with like effect to this Amendment as if fully set forth herein.

(k)    THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE.

[Signature pages follow]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

EXISTING BORROWERS:

 

AMERICAN OUTDOOR BRANDS CORPORATION (F/K/A SMITH & WESSON HOLDING CORPORATION)

By:

 

/s/ Jeffrey D. Buchanan

Name:

 

Jeffrey D. Buchanan

Title:

 

Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer

 

AMERICAN OUTDOOR BRANDS SALES COMPANY (F/K/A SMITH & WESSON CORP.)

By:

 

/s/ Jeffrey D. Buchanan

Name:

 

Jeffrey D. Buchanan

Title:

 

Executive Vice President, Chief Financial Officer, and Treasurer

 

NEW BORROWER:

 

SMITH & WESSON INC. (F/K/A SMITH & WESSON FIREARM INC.)

By:

 

/s/ Jeffrey D. Buchanan

Name:

 

Jeffrey D. Buchanan

Title:

 

Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer

 

American Outdoor Brands Corporation

Fifth Amendment to Credit Agreement


  GUARANTORS

THOMPSON/CENTER ARMS COMPANY, LLC

 

SWSS LLC

By:

 

/s/ Jeffrey D. Buchanan

 

By:

 

/s/ Jeffrey D. Buchanan

Name:

 

Jeffrey D. Buchanan

 

Name:

 

Jeffrey D. Buchanan

Title:

 

Executive Vice President, Chief Financial Officer, and Treasurer

 

Title:

  Executive Vice President, Chief Financial Officer, and Treasurer

SMITH & WESSON DISTRIBUTING, INC.

 

BEAR LAKE HOLDINGS, LLC

By:

 

/s/ Jeffrey D. Buchanan

 

By:

 

/s/ Jeffrey D. Buchanan

Name:

 

Jeffrey D. Buchanan

 

Name:

 

Jeffrey D. Buchanan

Title:

 

Executive Vice President, Chief Financial Officer, and Treasurer

 

Title:

  Executive Vice President, Chief Financial Officer, and Treasurer

SWPC PLASTICS, LLC (F/K/A DEEP RIVER PLASTICS, LLC)

 

BATTENFELD TECHNOLOGIES, INC.

By:

 

/s/ Jeffrey D. Buchanan

 

By:

 

/s/ Jeffrey D. Buchanan

Name:

 

Jeffrey D. Buchanan

 

Name:

 

Jeffrey D. Buchanan

Title:

 

Executive Vice President, Chief Financial Officer, and Treasurer

 

Title:

  Executive Vice President, Chief Financial Officer, and Treasurer

BATTENFELD ACQUISITION COMPANY INC.

 

CRIMSON TRACE CORPORATION

By:

 

/s/ Jeffrey D. Buchanan

 

By:

 

/s/ Jeffrey D. Buchanan

Name:

 

Jeffrey D. Buchanan

 

Name:

 

Jeffrey D. Buchanan

Title:

 

Executive Vice President, Chief Financial Officer, and Treasurer

 

Title:

  Executive Vice President, Chief Financial Officer, and Treasurer

ULTIMATE SURVIVAL TECHNOLOGIES, LLC

 

BTI TOOLS, LLC

By:

 

/s/ Jeffrey D. Buchanan

 

By:

 

/s/ Jeffrey D. Buchanan

Name:

 

Jeffrey D. Buchanan

 

Name:

 

Jeffrey D. Buchanan

Title:

 

Executive Vice President, Chief Financial Officer, and Treasurer

 

Title:

  Executive Vice President, Chief Financial Officer, and Treasurer

 

American Outdoor Brands Corporation

Fifth Amendment to Credit Agreement


ADMINISTRATIVE AGENT:

TD BANK, N.A., as Administrative Agent

By:

 

/s/ Maria P. Goncalves

Name:

 

Maria P. Goncalves

Title:

 

Regional Vice President

 

American Outdoor Brands Corporation

Fifth Amendment to Credit Agreement


LENDERS:

   

TD BANK, N.A.,

   

as a Lender and Swing Line Lender

   

By:

 

/s/ Maria P. Goncalves

   

Name:

 

Maria P. Goncalves

   

Title:

 

Regional Vice President

 

American Outdoor Brands Corporation

Fifth Amendment to Credit Agreement


BRANCH BANKING AND TRUST COMPANY

By:

 

/s/ Trevor H. Williams

Name:

 

Trevor H. Williams

Title:

 

Vice President

 

American Outdoor Brands Corporation

Fifth Amendment to Credit Agreement


PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION

By:

 

/s/ Edward S. Borden

Name:

 

Edward S. Borden

Title:

 

SVP

 

American Outdoor Brands Corporation

Fifth Amendment to Credit Agreement


REGIONS BANK

By:

 

/s/ Tom Buda

Name:

 

Tom Buda

Title:

 

Managing Director

 

American Outdoor Brands Corporation

Fifth Amendment to Credit Agreement


WELLS FARGO BANK, N.A.

By:

 

/s/ Michael Sweeney

Name:

 

Michael Sweeney

Title:

 

SR Vice President

 

American Outdoor Brands Corporation

Fifth Amendment to Credit Agreement


EXHIBIT A

CREDIT AGREEMENT

Dated as of June 15, 2015, as amended by

First Amendment dated as of July 6, 2016,

Second Amendment dated as of October 16, 2016,

Third Amendment dated as of January 9, 2017 and

2017,

Fourth Amendment dated as of February 28, 2018 and

Fif th Amendm ent dat ed as of Nov em be r 22, 2019

Among

SMITH &  WESSON   HOLDIN GAMERICAN OUTDOOR BRANDS CORPORATION

(f/k/a Smith  & We sson Holding Co rpo ration ),

AMERICAN OUTDOOR BRANDS SALES COMPANY

(f/k /a Smith  & We ss on Co rp. ),

and

SMITH & WESSON CORPIN C.

(f/k /a Smith  & We ss on Fi rearms In c. ),

as Borrowers,

THE SUBSIDIARIES OF THE BORROWERS PARTY HERETO,

as the Guarantors,

TD BANK, N.A.,

as the Administrative Agent

and

The Other Lenders Party Hereto From Time to Time

TD SECURITIES (USA) LLC,

as Joint Lead Arranger and Joint Book Runner

BRANCH BANKING AND TRUST COMPANY,

as Joint Lead Arranger, Joint Book Runner and Co-Syndication Agent

REGIONS BUSINESS CAPITAL,

as Joint Lead Arranger and Joint Book Runner

REGIONS BANK,

as Co-Syndication Agent

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arranger, Joint Book Runner and Co-Syndication Agent


ARTICLE I DEFINITIONS AND ACCOUNTING TERMS      1  

1.01.

 

Defined Terms

     1  

1.02.

 

Other Interpretive Provisions

     3043  

1.03.

 

Accounting Terms

     3144  

1.04.

 

Rounding

     3245  

1.05.

 

Zone

     3245  
ARTICLE II THE COMMITMENTS AND LOANS      3245  

2.01.

 

Loans

     3245  

2.02.

 

Borrowings, Conversions and Continuations of Loans

     3246  

2.03.

 

Swingline Loans

     3447  

2.04.

 

Appointment of Borrowers’ Representative

     3549  

2.05.

 

Prepayments

     3649  

2.06.

 

Termination or Reduction of Commitments

     3851  

2.07.

 

Repayment of Loans

     3852  

2.08.

 

Interest

     3952  

2.09.

 

Fees

     4053  

2.10.

 

Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate

     4054  

2.11.

 

Evidence of Debt

     4154  

2.12.

 

Payments Generally; Administrative Agent’s Clawback

     4255  

2.13.

 

Sharing of Payments by Lenders

     4457  

2.14.

 

Increase in Commitments

     4558  

2.15.

 

Defaulting Lenders

     4861  

2.16.

 

Letters of Credit

     63  

2.17.

 

Cash Collateral

     74  

2.18.

 

Effect of Benchmark Transition Event

     75  

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY

     4976  

3.01.

 

Taxes

     4976  

3.02.

 

Illegality

     5481  

3.03.

 

Inability to Determine Rates

     5582  

3.04.

 

Increased Costs; Reserves on LIBOR Rate Loans

     5582  

3.05.

 

Compensation for Losses

     5784  

 

i


3.06.

  Mitigation Obligations; Replacement of Lenders      5885  

3.07.

  Survival      5885  
ARTICLE IV CONDITIONS PRECEDENT TO LOANS      5885  

4.01.

  Conditions of Initial Loans      5885  

4.02.

  Conditions to all Loans      6087  
ARTICLE V REPRESENTATIONS AND WARRANTIES      6188  

5.01.

  Existence, Qualification and Power      6188  

5.02.

  Authorization; No Contravention      6188  

5.03.

  Governmental Authorization; Other Consents      6289  

5.04.

  Binding Effect      6289  

5.05.

  Solvency      6289  

5.06.

  Financial Statements; No Material Adverse Effect      6290  

5.07.

  Litigation      6390  

5.08.

  No Default      6390  

5.09.

  Ownership of Property; Liens      6491  

5.10.

  Environmental Compliance      6491  

5.11.

  Insurance      6491  

5.12.

  Taxes      6491  

5.13.

  ERISA Compliance      6491  

5.14.

  Subsidiaries; Equity Interests      6592  

5.15.

  Margin Regulations; Investment Company Act 65; Covered Entity      92  

5.16.

  Disclosure      6693  

5.17.

  Compliance with Laws      6693  

5.18.

  Taxpayer Identification Number      6693  

5.19.

  Casualty, Etc.      6693  

5.20.

  Intellectual Property; Licenses, Etc.      6693  

5.21.

  OFAC      6694  

5.22.

  Senior Credit Facility      6794  

5.23.

  EEA Financial Institutions      94  

5.24.

  Beneficial Ownership Certification      94  

 

ii


5.25.

 

Security Interest in Collateral

     94  

ARTICLE VI AFFIRMATIVE COVENANTS

     6795  

6.01.

 

Financial Statements

     6795  

6.02.

 

Certificates; Other Information

     6896  

6.03.

 

Notices

     7198  

6.04.

 

Payment of Obligations

     7199  

6.05.

 

Preservation of Existence, Etc.

     7199  

6.06.

 

Maintenance of Properties

     7299  

6.07.

 

Maintenance of Insurance

     72100  

6.08.

 

Compliance with Laws

     72100  

6.09.

 

Books and Records

     72100  

6.10.

 

Inspection Rights

     72100  

6.11.

 

Use of Proceeds

     72101  

6.12.

 

Additional Subsidiary Guarantors; Foreign Subsidiaries 73; Additional Collateral

     101  

6.13.

 

Depository Banks

     73103  

6.14.

 

Further Assurances

     73103  

6.15.

 

Anti-Corruption Laws

     74103  

6.16.

 

Interest Rate Hedging

     74103  

6.17.

 

2020 Senior Notes

     103  

ARTICLE VII NEGATIVE COVENANTS

     74103  

7.01.

 

Liens

     74104  

7.02.

 

Investments

     75105  

7.03.

 

Indebtedness

     76106  

7.04.

 

Fundamental Changes

     78107  

7.05.

 

Dispositions

     78108  

7.06.

 

Restricted Payments

     79109  

7.07.

 

Change in Nature of Business

     80110  

7.08.

 

Transactions with Affiliates

     80110  

7.09.

 

Burdensome Agreements

     80110  

7.10.

 

Use of Proceeds

     80110  

 

iii


7.11.

 

Financial Covenants

     80110  

7.12.

 

Sanctions

     80111  

7.13.

 

Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes

     81111  

7.14.

 

Prepayments, Etc. of Indebtedness

     81111  

7.15.

 

Amendment, Etc. of Indebtedness

     81111  

7.16.

 

Holding Company Covenant

     81112  

7.17.

 

Sale and Leaseback Transactions

     82112  

7.18.

 

Excluded Subsidiary Covenant

     82112  

7.19.

 

Anti-Corruption Laws

     82112  

7.20.

 

Senior Credit Facility

     82112  

7.21.

 

Insurance Subsidiary

     112  

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES

     82113  

8.01.

 

Events of Default

     82113  

8.02.

 

Remedies Upon Event of Default

     85115  

8.03.

 

Application of Funds

     85116  

ARTICLE IX ADMINISTRATIVE AGENT

     86117  

9.01.

 

Appointment and Authority

     86117  

9.02.

 

Rights as a Lender

     86118  

9.03.

 

Exculpatory Provisions

     87118  

9.04.

 

Reliance by Administrative Agent

     88119  

9.05.

 

Delegation of Duties

     88120  

9.06.

 

Resignation of Administrative Agent

     89120  

9.07.

 

Non-Reliance on Administrative Agent and Other Lenders

     90122  

9.08.

 

No Other Duties, Etc.

     90122  

9.09.

 

Administrative Agent May File Proofs of Claim

     90122  

9.10.

 

Guaranty Matters

     91123  

9.11.

 

Certain ERISA Matters

     124  

9.12.

 

Collateral Matters

     125  

9.13.

 

Bank Product Agreements and Swap Contracts

     126  

 

iv


ARTICLE X

 

MISCELLANEOUS

     91126  

10.01.

 

Amendments, Etc.

     91126  

10.02.

 

Notices; Effectiveness; Electronic Communication

     94129  

10.03.

 

No Waiver; Cumulative Remedies; Enforcement

     96131  

10.04.

 

Expenses; Indemnity; Damage Waiver

     97132  

10.05.

 

Payments Set Aside

     99134  

10.06.

 

Successors and Assigns

     99135  

10.07.

 

Treatment of Certain Information; Confidentiality

     104140  

10.08.

 

Right of Setoff

     105141  

10.09.

 

Interest Rate Limitation

     106142  

10.10.

 

Counterparts; Integration; Effectiveness

     106142  

10.11.

 

Survival of Representations and Warranties

     107142  

10.12.

 

Severability

     107143  

10.13.

 

Replacement of Lenders

     107143  

10.14.

 

Governing Law; Jurisdiction; Etc.

     108144  

10.15.

 

Waiver of Jury Trial

     109145  

10.16.

 

No Advisory or Fiduciary Responsibility

     109145  

10.17.

 

Electronic Execution of Assignments and Certain Other Documents

     110146  

10.18.

 

USA PATRIOT Act

     110146  

10.19.

 

Joint and several Obligations

     111146  

10.20.

 

Subordination

     112147  

10.21.

 

Acknowledgement and Consent to Bail-In of EEA Financial Institutions

     148  

10.22.

 

Acknowledgment Regarding Any Supported QFCs

     148  

ARTICLE XI

 

CONTINUING GUARANTY

     112149  

11.01.

 

Guaranty

     112149  

11.02.

 

Rights of Lenders and Affiliate Counterparties

     112150  

11.03.

 

Certain Waivers

     113150  

11.04.

 

Obligations Independent

     113151  

11.05.

 

Subrogation

     113151  

11.06.

 

Termination; Reinstatement

     113151  

 

v


11.07.

 

Stay of Acceleration

     114151  

11.08.

 

Condition of Borrowers

     114151  

11.09.

 

Appointment of Borrower Representative

     114152  

11.10.

 

Right of Contribution

     114152  

11.11.

 

Keepwell

     114152  

11.12.

 

Eligible Contract Participant Status

     115152  

 

vi


SIGNATURES      S-1  

SCHEDULES

  

1.01

 

Excluded Subsidiaries

  

2.01

 

Commitments and Applicable Percentages

  

5.06

 

Certain Material Indebtedness

  

5.07

 

Litigation

  

5.10

 

Environmental Matters

  

5.13

 

Pension Matters

  

5.14

 

Subsidiaries; Other Equity Investments

  

5.21

 

Anti-Corruption Laws

  

7.01

 

Existing Liens

  

7.02

 

Existing Investments

  

7.03

 

Existing Indebtedness

  

7.17

 

Sale Leaseback

  

10.02

 

Administrative Agent’s Office; Certain Addresses for Notices

  

EXHIBITS

  

Form of

  

A

 

Loan Notice

  

B

 

[Reserved]Security Principles

  

C-1

 

Revolving Note

  

C-2

 

Term Note

  

D

 

Compliance Certificate

  

E-1

 

Assignment and Assumption

  

E-2

 

Administrative Questionnaire

  

 

i


F

 

Joinder Agreement

  

G

 

Solvency Certificate

  

H

 

Notice of Loan Prepayment

  

I

 

[Reserved]

  

K 1-4

 

U.S. Tax Compliance Certificates

  

 

ii


CREDIT AGREEMENT

This    CREDIT AGREEMENT (“Agreement”) isentered into as ofJune 15, 2015,                ,     among     SMITH & WESSON HOLDINGAMERI CA N OUTDOOR BR AN DS CORPORATION, a Nevada corporation (f/k/a Smith  & We ss on Holdin g Corpo rat ion) (the “Company”), AMERI CAN OUT DOOR BR ANDS S AL ES C OM PA NY, a Dela wa re co rp ora tion (f /k/a Sm ith  & We ss on Corp.) (AO BSC ) , and SMITH & WESSON CORPIN C., a Delaware corporation (f/k/a Smi th  & We sson Fi rearms, In c.) (“S&W”), and, together with the Company and AO BSC , the “Borrowers” and, each a “Borrower”), the Guarantors (as hereinafter defined) from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders and individually, a “Lender”), and TD BANK, N.A., as Administrative Agent and Swingline Lender.

WHEREAS, the Loan Parties (as hereinafter defined) have requested that the Lenders and the Swingline Lender make loans and other financial accommodations to the Loan Parties in an aggregate amount of up to $280,000,000.350,000,000.

WHEREAS, the Lenders and the Swingline Lender have agreed to make such loans and other financial accommodations to the Loan Parties on the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree 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:

2018 Senior Notes” means the 5.000% Senior Notes due 2018 issued by the Company.

2018 Senior Notes Indenture” means that certain Indenture dated as of July 15, 2014 between the Company and The Bank of New York Mellon Trust Company, N.A.

2020 Senior Notes” means the 5.000% Senior Notes due 2020 issued by the Company.

2020 Senior Notes Indenture” means that certain Indenture dated as of February 28, 2018 between the Company and The Bank of New York Mellon Trust Company, N.A.

Acquisition” means any transaction, or any series of related transactions, consummated on or after the Closing Date, by which any Borrower (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of directors or other similar management

 

1


personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person.

Addition al Coll at eral ha s the mea nin g ass ig ne d suc h ter m in Exhibit B here to.

Adjusted Consolidated Funded Indebtedness” means, (i)  on any date of determination pr ior to the Spin -O ff Ef fec tive Da te , an amount equal to (x) Consolidated Funded Indebtedness less (y) cash and cash equivalents of the Loan Parties on a consolidated basis (as reflected on the most recent balance sheet delivered by the Loan Parties to the Administrative Agent and the Lenders in accordance with Section 6.01 hereof) as of such date in excess of $25,000,000 and subject to no Liens, all as determined in accordance with GAAP and (ii)   on any date of determination from and after the Spin-Off Effective Date, an amount equal to Consolidated Funded Indebtedness .

Adjusted Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a) Adjusted Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the period of the four fiscal quarters most recently ended.

Administrative Agent” means TD Bank in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

Administrative Agent’s Office” means, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrowers and the Lenders.

Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form approved by the Administrative Agent.

Affected Foreign Subsidiary” means any Foreign Subsidiary to the extent a pledge of more than 66 2/3% of the voting Equity Interests in such Foreign Subsidiary would cause a Deemed Dividend Problem.

Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

Affiliate Counterparty” means a Person who is an Affiliate of a Lender at the time such Person entered into any Swap Contract.

Aggregate Commitments” mean the Commitments of all the Lenders.

Agreement” means this Credit Agreement.

AO BSC ha s the mea ni ng as si gn ed suc h term in the introduc tor y pa ra gra ph hereto.

Applicable Percentage” means (a) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the eighth decimal place) of the Term Facility represented by (i) on or prior to the Closing Date, such Term Lender’s Term Commitment

 

2


at such time and (ii) thereafter, the outstanding principal amount of such Term Lender’s Term Loans at such time, and (b) in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the eighth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.15. If the Commitment of all of the Revolving Lenders to make Revolving Loans and the oblig ation of t he L/C Is su ers to ma ke L/C Cre dit Ex te nsi ons have been terminated pursuant to Section 8.02, or if the Revolving Commitments have expired, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility shall be determined based on the Applicable Percentage of such Revolving Lender in respect of the Revolving Facility most recently in effect, giving effect to any subsequent assignments. The Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

Applicable Pledge Percentage” means (a) in the case of non-voting Equity Interests, 100% and (b) in the case of voting Equity Interests, 100% but 65% in the case of a pledge by a Loan Party of its Equity Interests in an Affected Foreign Subsidiary.

Applicable Rate” means, from time to time, the following percentages per annum, based upon the Adjusted Consolidated Leveraged Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):

Applicable Rate

 

Pricing

Level

  

Adjusted Consolidated

Leverage Ratio

   Facility Fee     LIBOR Rate  +
and Letter of
Cred it Fee
    Base Rate +  

1       

  

³> 2.50:1

     .375     2.50     1.50

2       

  

³> 2.00:1 but <2.50:1

     .375     2.25     1.25

3       

  

³> 1.50:1 but <2.00:1

     .25     2.00     1.00

4       

  

³> 1.00:1 but <1.50:1

     .25     1.75     .75

5       

  

<1.00:1

     .20     1.50     .50

Any increase or decrease in the Applicable Rate resulting from a change in the Adjusted Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Rate in effect from the Closing Date through the delivery of the first Compliance Certificate pursuant to Section 6.02(b) shall be determined based upon Pricing Level 3. In addition, at all times while the Default Rate is in effect, the highest rate set forth in each column of the Applicable Rate shall apply.

 

3


Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b). The Applicable Rate set forth above shall be increased as, and to the extent, required by Section 2.14(c).

Applicable Revolving Percentage” means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the Revolving Facility at such time.

Appropriate Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time and (b, (b)  wi th resp ec t to the Le tte r of C redit Sublim it, (i)  the L/C Is su er s and (ii)  if an y Le tters of Cre dit ha ve be en is su ed pursua nt to Sec tion   2.16, the Re vol vin g Le nd er s and (c ) with respect to the Swingline Sublimit, (i) the Swingline Lender and (ii) if any Swingline Loans are outstanding pursuant to Section 2.03(a), the Revolving Lenders.

Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

Arrangers” means TD Securities (USA) LLC, Branch Banking and Trust Company, Regions Business Capital and Wells Fargo Securities, LLC, each in its capacity as a joint lead arranger and joint bookrunner.

Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E-1 or any other form approved by the Administrative Agent.

Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

Audited Financial Statements” means the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal year ended April 30, 2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Company and its Subsidiaries, including the notes thereto.

Availability Period” means in resp ect of the Re vol ving Fac il it y, the period from and including the Closing Date to the earliest of (ai) the Maturity Date for the Revolving Facility, (bii) the date of termination of the Revolving FacilityCom mitme nts pursuant to Section 2.06, and (cii i) the date of termination of the Commitment of each Revolving Lender to make Revolving Loans and of the obli ga ti on of the L/C Is su ers to make L/C C redit Extensions pursuant to Section 8.02.

 

4


“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bank Product” means any service or facility extended to any Loan Party by a Bank Product Provider including: (a) credit cards, (b) debit cards, (c) purchase cards, (d) credit card, debit card and purchase card processing services, (e) treasury, cash management or related services (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve FedLine system), (f) cash management, including controlled disbursement, accounts or services, (g) return items, netting, overdraft and interstate depositary network services, (h) Swap Contracts or (i) foreign exchange contracts.

“Bank Product Agreement” means those agreements entered into from time to time by any Loan Party or its Subsidiaries with a Bank Product Provider in connection with the obtaining of any of the Bank Products, including, without limitation, any Cash Management Agreements.

“Bank Product Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by any Loan Party to a Bank Product Provider pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that any Loan Party is obligated to reimburse to a Bank Product Provider as a result of such Person purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to any Loan Party pursuant to the Bank Product Agreements.

“Bank Product Provider” means (a) TD Bank or any of its Affiliates or (b) any Lender or any Affiliate of any Lender that provides any Bank Products to any Loan Party.

Base Rate” means, at any time, a fluctuating rate per annum equal to the higher of (a) the rate published from time to time by The Wall Street Journal as the U.S. Prime Rate (if such U.S. Prime Rate is expressed as a range, then the top of such range will be used) or, in the event The Wall Street Journal ceases publication of such U.S. Prime Rate, the base, reference or other rate then designated by the Administrative Agent, in its sole discretion, for general commercial loan reference purposes; (b) the sum of (i) the Federal Funds Rate plus (ii) one-half of one percent (1/2%); or (c) the sum of (i) the LIBOR Rate for an Interest Period of one month at approximately 11:00 a.m. London time on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus (ii) one percent (1.0%). It is acknowledged by the parties to this Agreement that the Base Rate is a reference rate, not necessarily the lowest rate of interest charged, which serves as the basis upon which effective interest rates are calculated for loans making reference thereto. The effective interest rate for the Base Rate Loans will change on the date of each change in the U.S. Prime Rate (as published in The Wall Street Journal, as aforesaid) or, if such U.S. Prime Rate is not so published, on the date of each change in the rate designated by the Administrative Agent as provided above.

 

5


Base Rate Loan” means a Revolving Loan or a Term Loan that bears interest based on the Base Rate.

“Benchmark Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Administrative Agent and the Borrowers giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then- prevailing market convention for determining a rate of interest as a replacement to LIBOR for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement.

“Benchmark Replacement Adjustment” means, with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrowers giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to LIBOR:

 

  (1)

in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of LIBOR permanently or indefinitely ceases to provide LIBOR; or

 

  (2)

in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

 

6


“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to LIBOR:

 

  (1)

a public statement or publication of information by or on behalf of the administrator of LIBOR announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR;

 

  (2)

a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR, which states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; or

 

  (3)

a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR announcing that LIBOR is no longer representative.

“Benchmark Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the Required Lenders, as applicable, by notice to the Borrowers, the Administrative Agent (in the case of such notice by the Required Lenders) and the Lenders.

“Benchmark Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR and solely to the extent that LIBOR has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced LIBOR for all purposes hereunder in accordance with the Section titled “Effect of Benchmark Transition Event” and (y) ending at the time that a Benchmark Replacement has replaced LIBOR for all purposes hereunder pursuant to the Section titled “Effect of Benchmark Transition Event.”

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

B en efi ci al Own ersh ip Re gu la tion mea ns 31 C. F. R. § 1010.230.

 

7


Borrower” and “Borrowers” each has the meaning specified in the introductory paragraph hereto.

Borrower Materials” has the meaning specified in Section 6.02.

Borrower Representative” has the meaning specified in Section 2.04.

Borrowing” means, a Revolving Borrowing, a Swingline Borrowing or a Term Borrowing, as the context may require.

Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located, and if such day relates to any interest rate settings as to a LIBOR Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such LIBOR Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such LIBOR Rate Loan, means any such day that is also a London Banking Day.

Capital Expenditures” means, for the Company and its Subsidiaries, on a consolidated basis, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a balance sheet of such Person prepared in accordance with GAAP.

“Captive Insurance Subsidiary” means a wholly-owned Subsidiary of the Company to be formed in connection with any captive insurance program of the Company and/or its Subsidiaries that is designated as a Captive Insurance Subsidiary from time to time by the Company hereunder and is approved by the Administrative Agent.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or the Lenders, as Collateral for L/C Obligations or obligations of the Revolving Lenders to fund participations in respect of L/C Obligations (as the context may require), (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts satisfactory to the Administrative Agent and the applicable L/C Issuers, and/or (c) if the Administrative Agent and the applicable L/C Issuers shall agree, in their sole discretion, other credit support, in each case, in Dollars and pursuant to documentation in form and substance satisfactory to the Administrative Agent and such L/C Issuer.

“Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support.

Cash Management Agreements” means, collectively, one or more agreements entered into from time to time by TD Bank with any Loan Party and/or the Borrower Representative relating to cash management services regarding one or more of deposit accounts of the Loan Parties, as such agreement(s) may be amended, restated or modified from time to time.

 

8


Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

Change of Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of any Borrower; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of any Borrower by Persons who were neither (i) nominated or approved by the board of directors of such Borrower nor (ii) appointed by directors so nominated or approved; (c) the acquisition of direct or indirect Control of any Borrower by any Person or group; (d) the Company shall cease to own, directly or indirectly, free and clear of all Liens or other encumbrances, at least 100% of the outstanding Equity Interests of any Subsidiary except as may result from any merger, consolidation or other reorganization permitted under this Agreement; or (e) the occurrence of any “Change of Control” under and as defined in a Permitted Notes Indenture. For the avoidance of doubt, the parties agree that the Outdoor Products Group Spin-Off shall not be deemed a Change of Control.

Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

Code” means the Internal Revenue Code of 1986.

“Collateral” means any and all property owned, leased or operated by a Person covered by the Collateral Documents, including, without limitation the Additional Collateral, and any and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of the Administrative Agent, to secure the Obligations.

“Collateral Access Agreement” means any landlord waiver or other similar agreement between the Administrative Agent and any third party (including any bailee or consignee) in possession of Collateral or any landlord of any Borrower for any leased premises where Collateral with a fair market value in excess of $10,000,000 is located, as any such waiver or similar agreement may be amended, restated or otherwise modified from time to time.

“Collateral Documents” means, collectively, the Security Agreement, each Deposit Account Control Agreement and any other documents now or hereafter executed and delivered to

 

9


the Administrative Agent for the benefit of the Secured Parties granting a Lien upon the Collateral as security for payment of the Obligations, as the same may be amended, restated or otherwise modified from time to time.

Commitment” means a Term Commitment or a Revolving Commitment, as the context may require.

Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

Company” has the meaning specified in the introductory paragraph hereto. “Compliance Certificate” means a certificate substantially in the form of Exhibit D.

Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

Consolidated EBITDA” means, for any period, for the Company and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining Consolidated Net Income for such period, the sum of (i) Consolidated Interest Expense for such period, (ii) income tax expense (with a deduction in case of income tax benefit) for such period, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary charges for such period, (v) any non-cash charges for such period related to stock options and restricted stock granting, and (vi(vi) rea son able and doc ume nte d fees and ex pe nses inc ur re d in con nec tion with the Fi fth Am end me nt, (v ii)   reason able and doc um ented fee s and ex pe nse s in cu rred in connection with the Outdoor Pr oduc ts Gr oup Spin -Off, and (v iii ) any other nonrecurring non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Consolidated Net Income in a prior period), minus (b) without duplication and to the extent included in Consolidated Net Income, any extraordinary gains and any non-cash items of income for such period, all calculated on a consolidated basis in accordance with GAAP.

Consolidated EBITDA shall be calculated on a pro forma basis to give effect to Permitted Acquisitions (but not Permitted Business Acquisitions) and Dispositions consummated at any time on or after the first day of the relevant period as if each Permitted Acquisition had been effected on the first day of such period and as if each such Dispositions had been consummated on the day prior to the first day of such period,; provided, that such calculation of Consolidated EBITDA shall be subject to the Administrative Agent’s prior written approval of the pro forma calculations.; provided, further, that for the purposes of determining Consolidated EBITDA for any period that includes any fiscal quarter ended prior to the consummation of the Outdoor Products Group Spin- Off, Consolidated EBITDA for such quarter and the components thereof shall be determined utilizing accounting principles and policies in conformity with those used to prepare the financial statements of the Company previously submitted to the Administrative Agent in accordance with Section 6.01.

 

10


Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA, plus Consolidated Rental Expense, minus the unfinanced portion of Capital Expenditures, minus cash taxes paid, minus dividends and distributions paid in cash, to (b) Consolidated Fixed Charges.

Consolidated Fixed Charges” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) cash Consolidated Interest Expense for such period, plus (b) Consolidated Rental Expense paid during such period, plus (c) scheduled principal payments on Indebtedness made during such period, plus (d) payments on capital leases made during such period, all calculated on a consolidated basis in accordance with GAAP.

Consolidated Funded Indebtedness” means, as of any date of determination, for the Company and its Subsidiaries on a consolidated basis, the sum of the aggregate principal amount of all Indebtedness at such date (including, without limitation, the Swap Termination Value under any Swap Contract at such date, but excluding undrawn amount of letters of credit, foreign exchange obligations and cash management obligationsBank Produ ct Obliga tions), determined on a consolidated basis in accordance with GAAP; provided, however, for purposes of calculating the financial covenants, any Guarantee and Off-Balance Sheet Liability shall be deemed to be fully funded. In the case of any Guarantee, the amount deemed fully funded shall be the greater of (x) the amount then due on the Guarantee, or (y) the maximum principal amount of the indebtedness then subject to such Guarantee. In the case of any Off-Balance Sheet Liability, the amount deemed fully funded shall be the amount that would be due if such Off-Balance Sheet Liability was due on the date of determination.

“Consolidated Interest ChargesExp ens e” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses of the Company and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Company and its Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP.; provided, that for the purposes of determining Consolidated Interest Expense for any period that includes any fiscal quarter ended prior to the consummation of the Outdoor Products Group Spin-Off, Consolidated Interest Expense for such quarter shall be determined utilizing accounting principles and policies in conformity with those used to prepare the financial statements of the Company previously submitted to the Administrative Agent in accordance with Section 6.01.

Consolidated Net Income” means, for any period, for the Company and its Subsidiaries on a consolidated basis, the net income of the Company and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period, all calculated on a consolidated basis in accordance with GAAP.

Consolidated Rental Expense” means, as of any date of determination, all obligations in respect of fixed, base and contingent rent paid or due by the Company or any of its Subsidiaries, on a consolidated basis, during such period under any rental agreements or leases of real or personal property (other than obligations in respect of capital leases).; pr ovi de d, tha t fo r the purposes of de ter minin g Conso lid at ed Re ntal Exp ense for an y per iod tha t inc lude s an y fis cal

 

11


quarter ended prior to the consummation of the Outdoor Products Group Spin-Off, Consolidated Rental Expense for such quarter shall be determined utilizing accounting principles and policies in conformity with those used to prepare the financial statements of the Company previously submitted to the Administrative Agent in accordance with Section 6.01.

Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

Deemed Dividend Problem” means, with respect to any Foreign Subsidiary, such Foreign Subsidiary’s accumulated and undistributed earnings and profits being deemed to be repatriated to the applicable parent Loan Party under Section 956 of the Code and the effect of such repatriation causing materially adverse tax consequences to the applicable parent Loan Party in each case as determined by the Borrower Representative in its commercially reasonable judgment acting in good faith and in consultation with its legal and tax advisors.

Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

Default Rate” means an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a LIBOR Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum.

Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower Representative in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Is su er, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Le tte rs of Cre dit Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower Representative, any L/C Is su er, the Swingline Lender and the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s

 

12


determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower Representative, to confirm in writing to the Administrative Agent and the Borrower Representative that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower Representative), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) b ecome the subje ct of a Ba il- In Ac tion; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower Representative, each L/C Issu er , the Swingline Lender and each other Lender promptly following such determination.

“Deposit Account Control Agreement” means any agreement, in form and substance satisfactory to the Administrative Agent, providing (i) that all items received or deposited in a deposit account on behalf of any Loan Party are pledged to the Administrative Agent, and that the bank in which such deposit account is maintained will comply with instructions originated by the Administrative Agent directing disposition of the funds in such deposit account without further consent by such Loan Party, and (ii) such other substantially similar terms and conditions to which the Administrative Agent in its sole discretion may consent in writing.

Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding any Involuntary Disposition.

Dollar” and “$” mean lawful money of the United States.

Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described

 

13


in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

EE A Me mb er Count ry mea ns an y of the me mb er st ates of the Eur op ean Union, Ice la nd, Li ec ht ens te in, and Nor wa y.

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

Ea rl y Opt-in Ele ct ion mea ns the occ urre nc e of :

 

  (1)

(i) a determination by the Administrative Agent or (ii) a notification by the Required Lenders to the Administrative Agent (with a copy to the Borrowers) that the Required Lenders have determined that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in this Section titled “Effect of Benchmark Transition Event,” are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR, and

 

  (2)

(i) the election by the Administrative Agent or (ii) the election by the Required Lenders to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrowers and the Lenders or by the Required Lenders of written notice of such election to the Administrative Agent.

Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06 (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights

 

14


for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

ERISA” means the Employee Retirement Income Security Act of 1974.

ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Company within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Company or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Company or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Company or any ERISA Affiliate.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

Event of Default” has the meaning specified in Section 8.01.

Excluded Subsidiary” means (a) each Subsidiary of a Borrower listed on Schedule 1.01 and1.01, (b) any 501(c)(3) organization Controlled by a Loan Party or under common Control with a Loan Party, (c )  so long as at the date of its organization, (i) no Default exists or would result therefrom and (ii) it could not reasonably be expected to comply with applicable Laws if it was a party to the Guaranty, the Captive Insurance Subsidiary and (d) so long as the Spin-Off Effective Date occurs within 120 days of its orga niz at ion, Sp in -O ff Pa re nt; provided that no Subsidiary that Guarantees any Permitted Notes or other Indebtedness of a Loan Party shall be deemed to be an Excluded Subsidiary at any time any such Guarantee is in effect.

Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Loan Party of, or the grant by

 

15


such Loan Party of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 11.11 and any other “keepwell, support or other agreement for the benefit of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Loan Party, or grant by such Loan Party of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.

Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower Representative under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

Existing Credit Agreement” means that certain Credit Agreement dated as of August 15, 2013, as amended, among the Loan Parties, as borrowers, TD Bank, as agent, and a syndicate of lenders.

Facility” means the Term Facility or the Revolving Facility, as the context may require.

Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated  and, (b) all Obligations have been paid in full (other than contingent indemnification obligations) and (c )   all Le tte rs of Cr ed it have terminat ed or ex pire d (oth er than Le tter s of Cr ed it as to which other arran ge me nts with resp ect there to satisfac tor y to th e Admini st rat ive Age nt and the appli cable L/C Is su ers sha ll ha ve bee n ma de ).

FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

 

16


FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to TD Bank on such day on such transactions as determined by the Administrative Agent.

Fe dera l Re ser ve Ba nk of Ne w Yor ks We bsi te mea ns the we bsi te of the Fe de ral Re ser ve Ba nk of Ne w Yor k at htt p:/ /ww w.ne wy or kf ed.o rg , or any suc ce ssor sour ce.

First Amendment” means that certain First Amendment to Credit Agreement dated as of July 6, 2016, among the Borrowers par ty there to, the Guarantors party thereto, the Lenders party thereto and Administrative Agent.

First Amendment Effective Date” means July 6, 2016.

First Tier Foreign Subsidiary” means each Foreign Subsidiary with respect to which any one or more of the Loan Parties directly owns or Controls more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests.

Fi fth Amend me nt me ans that certain Fi fth Amendm ent to Cre dit Agree me nt da te d as of the Fi fth Ame ndme nt Effec tive Date amo ng th e Bo rro wer s par ty there to, the Gu aranto rs pa rt y thereto, the Le nd ers par ty the re to and Ad minis tr at ive Age nt.

Fi fth Amendm ent Eff ec tive Da te me ans Novem be r 22, 2019.

Foreign Lender” means, with respect to any Borrower, (a) if such Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if such Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

Foreign Obligor” means a Loan Party that is a Foreign Subsidiary.

Foreign Subsidiary” means any Subsidiary that is organized under the laws of a jurisdiction other than the United States, a State thereof or the District of Columbia.

Foreign Subsidiary Holdco” means any direct or indirect Domestic Subsidiary of a Loan Party that does not engage in any material direct operations and substantially all of the assets of

 

17


which (either directly or indirectly) consists of (a) Equity Interests in one or more Foreign Subsidiaries or (b) Indebtedness owed to or by one or more Foreign Subsidiaries.

“Form 10” means the Form 10 to be filed by Spin-Off Parent with the SEC relating to the Outdoor Products Group Spin-Off and any amendments thereto.

“Fourth Amendment” means that certain Fourth Amendment to Credit Agreement dated as of the Fourth Amendment Effective Date, among the Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto and Administrative Agent.

Fou rth Ame ndme nt Ef fec tive Da te mea ns Febr ua ry 28, 2018.

FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Lender, with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof.

Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of

 

18


the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

Guaranteed Obligations” has the meaning set forth in Section 11.01.

Guarantors” means, collectively, (a) with respect to the Obligations other than the Swap Obligations, the Subsidiaries of the Borrowers (other than any Excluded Subsidiary or an y Fo re ig n Subs idi ar y Holdco ) and (b) with respect to the Swap Obligations, the Company and the Subsidiaries of the Company (other than S&W andAOB SC, SW I, any Excluded Subsidiary and an y Fo rei gn Subs idi ar y Holdco ), in each case as are or may from time to time become parties to this Agreement pursuant to Section 6.12.

Guaranty” means, collectively, the Guarantee made by the Guarantors under Article XI in favor of the Administrative Agent, for the benefit of the Lenders and any Affiliate Counterparty or other Affiliates of any Lender holding any Swap Obligations, together with each other guaranty delivered pursuant to Section 6.12.

Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

Immaterial Subsidiary” means a Foreign Subsidiary that (a) has aggregate assets of less than $10,000,000 and (b) has no direct or indirect Subsidiaries with aggregate assets for all such Subsidiaries of more than $10,000,000.

Increase Effective Date” has the meaning assigned to such term in Section 2.14(a).

Increase Joinder” has the meaning assigned to such term in Section 2.14(c).

Incremental Commitments” means Incremental Revolving Commitments and/or the Incremental Term Commitments.

Incremental Revolving Commitment” has the meaning assigned to such term in Section 2.14(a).

 

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Incremental Term Commitments” has the meaning assigned to such term in Section 2.14(a).

Incremental Term Loan Maturity Date” has the meaning assigned to such term in Section 2.14(c).

Incremental Term Loans” means any loans made pursuant to any Incremental Term Commitments.

Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than 60 days after the date on which such trade account payable was created);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) capital leases, Synthetic Lease Obligations and other Off-Balance Sheet Liabilities;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to

 

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be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

Indemnitees” has the meaning specified in Section 10.04(b).

Information” has the meaning specified in Section 10.07.

Insufficiency” has the meaning specified in Section 2.03.

Intercompany Debt” means unsecured Indebtedness of a Subsidiary of a Borrower owed to a Borrower or a wholly-owned Subsidiary of a Borrower, which Indebtedness shall (i) to the extent required by the Administrative Agent, be evidenced by promissory notes, (ii) be on terms (including subordination terms) acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03.

Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a LIBOR Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swingline Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swingline Loans being made under the Revolving Facility for purposes of this definition).

Interest Period” means as to each LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is disbursed or converted to or continued as a LIBOR Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Company in its Loan Notice; provided that:

 

  (i)

any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a LIBOR Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

 

  (ii)

any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

 

  (iii)

no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.

 

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Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitutes all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

Involuntary Dispositions” means any involuntary loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Subsidiary.

IP Rights” has the meaning specified in Section 5.20.

IRS” means the United States Internal Revenue Service.

ISP mea ns the Int erna tiona l St and by Prac ti ce s, Int ern ation al Ch amb er of Comm erce Publ ica ti on No. 590 (or suc h la te r ve rs ion thereo f as may be in ef fect at the app li cable ti me) .

Iss ue r Doc ume nts m ea ns with re spec t to an y Le tte r of Cr edit, an y Le tte r of Cre dit Applica tion, and an y othe r doc ume nt , ag ree me nt and inst rum ent ent ered into by an y L/ C Is su er and a Bo rro we r (o r an y Subs idi ar y) or in favor of suc h L/C Is su er and rel ating to suc h Le tt er of Cr edit.

Joinder Agreement” means a joinder agreement substantially in the form of Exhibit F executed and delivered in accordance with the provisions of Section 6.12.

Latest Maturity Date” means the latest of the Maturity Date for the Revolving Facility, the Maturity Date for the Term Facility and any Incremental Term Loan Maturity Date applicable to existing Incremental Term Loans, as of any date of determination.

Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

L/C Adva nc e mea ns, with re spe ct to eac h R ev olving Le nd er, su ch Len der s funding of its parti cip ation in an y L/ C Bo rrowi ng in acc or da nc e wit h its Applica bl e Revolving Per ce nta ge .

 

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L/C Bo rro wing mea ns an ex te nsion of cred it re su lting from a dr awi ng und er an y Le tt er of Cre dit whi ch ha s not bee n reimburs ed on the da te whe n ma de or ref in an ced as a Re volvin g Bo rro wing .

L/C Commi tm en t mea ns, with res pec t to ea ch L/ C Is su er, the co mmitm ent of suc h L/C Iss ue r to iss ue Le tter s of Cre di t he re under . The agg re ga te amount of all L/C Is su er s Le tt er of Cr edit Com mitm ents is $25,000,000.

L /C Cre dit Ex te nsi on mea ns, with resp ect to any Le tt er of Cre dit , the iss ua nc e th er eof or ex te nsi on of the e xp iry da te there of , or the inc rea se of the amount the re of .

L/C Iss uer mea ns, with resp ect to a par ti cu la r Le tt er of Cr edi t, the appl ic ab le Le nd er in its cap aci ty as is su er of suc h Le tte r of Cre dit, or an y suc ces sor iss ue r ther eo f.

L /C Obliga tions mea ns , as at an y da te of de ter min ation, the ag gr eg ate amount av ail able to be drawn unde r all outst anding Le tt ers of Cre dit plus the ag gr eg at e of all Unre imbu rs ed Amounts (in clud ing all L/C Bo rr owin gs). For all pur poses of this Ag ree me nt, if on an y dat e of de ter mi na ti on a Le tt er of Cre dit ha s ex pi red by its ter ms but an y amou nt ma y sti ll be dra wn there unde r by reason of the opera tion of Rule 3.14 of the ISP , suc h Le tte r of Cre dit sha ll be dee me d to be outs ta nding in the amount so rem aini ng av ai la ble to be dr awn.

Lender” has the meaning specified in the introductory paragraph hereto, and unless the context requires otherwise, the Swingline Lender.

Lender Parties” means the Administrative Agent and each of the Lenders.

Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Company and the Administrative Agent.

Le tt er of Cr edi t mea ns an y sta nd by le tte r of cred it is su ed hereund er.

L et te r of Cre dit Applica tion mea ns an app li ca tion and ag re em ent for the issua nc e or am endm ent of a Le tt er of Cre dit in the fo rm from time to ti me in use by the appl ica ble L/C Is su er.

L et te r of Cre dit Ex pi rat ion Da te mea ns the da y th at is se ve n (7)  d ay s pr ior to the Ma tur it y Da te the n in effe ct for the Re volving Fac ilit y (or , if suc h da y is not a Bus in ess Da y, the ne xt prece din g Bus in ess Da y) .

Le tt er of Cr edit Fe e ha s the mea ni ng sp eci fi ed in Sec tion  2.16 (m ).

L et te r of C red it R epo rt m eans a c ertific at e f rom a n a ppli cable L /C I ss ue r to t he Administ rat ive Age nt in a for m app ro ve d by the Ad minis tr ative Age nt.

Le tt er of Cre dit Sublimit mea ns, as of an y da te of de ter mina tion, an am ount equ al to the result of the le ss er of (a) $25,000,000 and (b)  the Re volving Fac il it y.

 

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Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

LIBOR” means, with respect to any Interest Period, the rate of interest in the applicable currency (rounded upwards, at the Administrative Agent’s option, to the next 100th of one percent) equal to the Intercontinental Exchange Group (or any successor thereto approved by the Administrative Agent if the Intercontinental Exchange Group is no longer making a LIBOR rate available) LIBOR (“ICE LIBOR”) for such Interest Period as published by Reuters (or such other commercially available source providing quotations of ICE LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 A.M. (London Time) two (2) London Banking Days prior to the first day of such Interest Period; provided, however, if more than one ICE LIBOR is so specified, the applicable rate shall be the arithmetic mean of all such rates. If, for any reason, such rate is not available, the term LIBOR shall mean, with respect to any Interest Period, the rate of interest per annum determined by the Administrative Agent to be the average rate per annum at which deposits in such currency, as applicable, are offered for such Interest Period by major banks in London, England at approximately 11:00 A.M. (London time) two (2) London Banking Days prior to the reset date. Notwithstanding the foregoing, LIBOR Loans shall be deemed to constitute eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefit of credits for proration, exceptions or offsets that may be available from time to time to any Lender. LIBOR shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage for each LIBOR Advance (including conversions, extensions and renewals), to a per annum interest rate determined pursuant to the following formula:

LIBOR Rate    =         LIBOR            

     1 minus LIBOR Reserve Percentage

Provided, however, if the LIBOR Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

LIBOR Reserve Percentage” means, for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D of the Board, as such Regulation may be amended from time to time or any successor Regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special or marginal reserves) applicable with respect to eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of LIBOR Rate Loans is determined), whether or not any Lender has any eurocurrency liabilities subject to such reserve requirement at that time.

LIBOR Rate Loan” means any Loan the rate of interest applicable to which is based with LIBOR Rate.

 

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Loan” means an extension of credit by a Lender to the BorrowerBo rr owe rs under Article II in the form of a Term Loan, a Revolving Loan or a Swingline Loan.

Loan Documents” means col lec tive ly , this Agreement, each Note, the Guaranty, each Col la tera l Doc ume nt, ea ch Is su er Doc um ent, ea ch Joinder Agreement, and (g )   any ag reem ent creati ng or pe rfe cting ri ghts in Ca sh Col la tera l pur suant to the pr ovisi ons of Sec tion  2.14, and the TD Bank Fee Letter, ea ch as am end ed, modif ie d or supple me nt ed; pr ovi de d, howe ver , tha t for purposes of Sec tion   10.01, L oa n Doc ume nts sh all mea n this Ag reem ent, the Gu aran ty and the Col la tera l Doc ume nt s. For the avoid an ce of doubt , the L oa n Do cum ents sh all ex cl ude an y Sw ap Cont ract and an y othe r Ba nk Pr oduc t Ag re ement .

Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of LIBOR Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

Loan Parties” means, collectively, the Company, S&WBo rro wer s and each Guarantor.

London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market.

Master Account” means that certain deposit account (account number ending in 6051) of the Borrower Representative maintained with TD Bank and described in and subject to the Cash Management Agreements, and such other account(s) as the Loan Parties (or the Borrower Representative) and TD Bank may, from time to time, designate as master account(s).

Master Letter of Credit Agreement” means that certain Master Letter of Credit Agreement, dated as of August 15, 2013, as amended, among the Company, S&WAOB SC and TD Bank, N.A., as amended, restated, amended and restated or otherwise modified from time to time.

Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent) or condition (financial or otherwise) of the Company or the Company and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c)(c) from and af te r Spin -Off Eff ec tive Da te , a ma ter ia l adv ers e effe ct on (i)   a ma ter ia l por tion of the Co lla tera l or (i i)  the effect ive ne ss of the Adminis tra tive Age nts Li ens on the Coll at eral, ta ke n as a whole , or the pr ior it y of suc h Liens; or (d ) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. For the avo id an ce of doubt, the par tie s ag re e that so long as the L oa n Par tie s ha ve sa tisf ie d the Spin -O ff Conditions, the cons umm at ion of the Ou tdoor Pr oduc ts Group S pin-Off sha ll be dee me d not to be a Ma te ri al Advers e Ef fec t.

Maturity Date” means (a) with respect to the Term Facility, the earlier of (i) June 15, 2020 or (ii) the date that is six (6) months in advance of the earliest maturity of any Permitted Notes (other than the 2018 Senior Notes and the 2020 Senior Notes) and (b) with respect to the Revolving Facility, the earlier of (i) October 27, 2021 or (ii) the date that is six (6) months in advance of the earliest maturity of any Permitted Notes (other than the 2018 Senior Notes and the 2020 Senior

 

25


Notes); provided, however, that in each case, if such date is not a Business Day, the Maturity Date shall be the preceding Business Day.

Mi nimum Col la tera l Amount mea ns, at an y ti me , (a)  with resp ec t to Ca sh Coll at eral cons is ting of ca sh or de pos it account