Performance Sports Group Ltd. Sample Contracts

Old Psg Wind-Down Ltd. – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (December 21st, 2017)

Old BPSUSH Inc., and the other debtors and debtors in possession in the above-captioned cases, as set forth on Exhibit A hereto, propose the following joint chapter 11 plan of liquidation for, among other things, the resolution of the outstanding Claims against and Equity Interests in the Debtors.  Reference is made to the Disclosure Statement for a discussion of the Debtors’ history, business, and operations, projections, risk factors, a summary and analysis of this Plan, and certain related matters.  Parties are encouraged to read this Plan and the Disclosure Statement and their respective exhibits and schedules in their entirety before voting to accept or reject this Plan.  All such agreements, documents, exhibits, schedules and the Plan Supplement are incorporated into and are made a part hereof as if fully set forth herein.  No materials other than the Disclosure Statement and the respective schedules and exhibits attached thereto and referenced therein have been authorized by the

Old Psg Wind-Down Ltd. – IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE (July 13th, 2017)

This stipulation is made this 12th day of July 2017, by and between the above-captioned debtors and debtors-in-possession (collectively, the “Debtors”) and Master Fund LP, Hazelton Master Fund LP, and Bybrook Capital LLP (collectively, “Bybrook”).  The Debtors and Bybrook are collectively referred to herein as the “Parties.”

Old Psg Wind-Down Ltd. – Notice of Change in Corporate Structure Pursuant to Section 4.9 of National Instrument 51-102 (March 22nd, 2017)

Effective as of February 27, 2017, the Company consummated the sale of substantially all of the assets of the Company and its North American subsidiaries (the “Sellers”), including its European and global operations, pursuant to an asset purchase agreement, dated as of October 31, 2016, as amended (the “Agreement”), by and among the Sellers, 9938982 Canada Inc., an acquisition vehicle co-owned by affiliates of Sagard Holdings Inc. and Fairfax Financial Holdings Limited (the “Purchaser”), and the designated purchasers party thereto.

Performance Sports Group Ltd. – Material Change Report (March 8th, 2017)
Performance Sports Group Ltd. – THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT AND AGREEMENT (March 2nd, 2017)

THIS THIRD AMENDMENT TO THE ASSET PURCHASE AGREEMENT AND AGREEMENT (this “Amendment”) is dated as of February 27, 2017, among Performance Sports Group Ltd., an entity formed under the Laws of British Columbia (the “Company”), the Subsidiaries of the Company listed on the signature pages hereto (collectively, together with the Company, “Sellers”), 9938982 Canada Inc., a corporation organized under the Laws of Canada (“Purchaser”), and the Designated Purchasers (as defined below, and together with Sellers and Purchaser, the “Parties”).

Performance Sports Group Ltd. – SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (March 2nd, 2017)

THIS SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT (this “Second Amendment”) is dated as of February 23, 2017, among Performance Sports Group Ltd., an entity formed under the Laws of British Columbia (the “Company”), the Subsidiaries of the Company listed on the signature pages hereto (collectively, together with the Company, “Sellers”), 9938982 Canada Inc., a corporation organized under the Laws of Canada (“Purchaser”), and the Designated Purchasers (as defined below, and together with Sellers and Purchaser, the “Parties”).

Performance Sports Group Ltd. – SECOND AMENDED AND RESTATED ARTICLES OF (February 24th, 2017)
Performance Sports Group Ltd. – FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (January 9th, 2017)

THIS FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT (this “Amendment”), is dated as of January 6, 2017, among Performance Sports Group Ltd., an entity formed under the Laws of British Columbia (the “Company”), the Subsidiaries of the Company listed on the signature pages hereto (collectively, together with the Company, “Sellers”) and 9938982 Canada Inc., a corporation organized under the Laws of Canada (“Purchaser”).

Performance Sports Group Ltd. – AMENDMENT NO. 3 TO SUPERPRIORITY DEBTOR-IN-POSSESSION ABL CREDIT AGREEMENT (December 8th, 2016)

AMENDMENT NO. 3 TO SUPERPRIORITY DEBTOR-IN-POSSESSION ABL CREDIT AGREEMENT (this “Amendment”) dated as of December 7, 2016 to the Superpriority Debtor-In-Possession ABL Credit Agreement dated as of October 31, 2016 (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) among Performance Sports Group Ltd., the other Credit Parties (as defined therein) from time to time party thereto, the financial institutions from time to time party thereto as Lenders (the “Lenders” , and each, a “Lender”), and Bank of America, N.A. as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”) for the Lenders.

Performance Sports Group Ltd. – AMENDMENT NO. 2 TO SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT (December 8th, 2016)

AMENDMENT NO. 2 TO SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT (this “Amendment”) dated as of December 7, 2016 to the Superpriority Debtor-In-Possession Term Loan Credit Agreement dated as of October 31, 2016 (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) among Performance Sports Group Ltd., the other Credit Parties (as defined therein) from time to time party thereto, the financial institutions from time to time party thereto as Lenders (the “Lenders”, and each, a “Lender”), and 9938982 Canada Inc., as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”) for the Lenders.

Performance Sports Group Ltd. – Performance Sports Group Receives Court Approval of the “Stalking Horse” Purchase Agreement, Bidding Procedures and U.S. $386 Million in New DIP Financing (December 6th, 2016)

EXETER, N.H., Nov. 30, 2016 /PRNewswire/ – Performance Sports Group Ltd. (OTC: PSGLQ) (“Performance Sports Group” or the “Company”), a leading developer and manufacturer of high performance sports equipment and apparel, today announced that the United States Bankruptcy Court for the District of Delaware and the Ontario Superior Court of Justice (together, the “Courts”) have granted the Company approval of, among other things, the bidding procedures and “stalking horse” bid protections in connection with the previously announced “stalking horse” asset purchase agreement, under which an acquisition vehicle to be co-owned by an affiliate of Sagard Capital Partners, L.P. and Fairfax Financial Holdings Limited, intends to acquire substantially all of the assets of the Company and its North American subsidiaries for U.S. $575 million in aggregate and assume related operating liabilities.

Performance Sports Group Ltd. – AMENDMENT NO. 2 TO SUPERPRIORITY DEBTOR-IN-POSSESSION ABL CREDIT AGREEMENT (November 23rd, 2016)

AMENDMENT NO. 2 TO SUPERPRIORITY DEBTOR-IN-POSSESSION ABL CREDIT AGREEMENT (this “Amendment”) dated as of November 21, 2016 to the Superpriority Debtor-In-Possession ABL Credit Agreement dated as of October 31, 2016 (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) among Performance Sports Group Ltd., the other Credit Parties (as defined therein) from time to time party thereto, the financial institutions from time to time party thereto as Lenders (the “Lenders” , and each, a “Lender”), and Bank of America, N.A. as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”) for the Lenders.

Performance Sports Group Ltd. – AMENDMENT NO. 1 TO SUPERPRIORITY DEBTOR-IN-POSSESSION ABL CREDIT AGREEMENT (November 21st, 2016)

AMENDMENT NO. 1 TO SUPERPRIORITY DEBTOR-IN-POSSESSION ABL CREDIT AGREEMENT (this “Amendment”) dated as of November 15, 2016 to the Superpriority Debtor-In-Possession ABL Credit Agreement dated as of October 31, 2016 (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) among Performance Sports Group Ltd., the other Credit Parties (as defined therein) from time to time party thereto, the financial institutions from time to time party thereto as Lenders (the “Lenders” , and each, a “Lender”), and Bank of America, N.A. as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”) for the Lenders.

Performance Sports Group Ltd. – AMENDMENT NO. 1 TO SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT (November 21st, 2016)

AMENDMENT NO. 1 TO SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT (this “Amendment”) dated as of November 15, 2016 to the Superpriority Debtor-In-Possession Term Loan Credit Agreement dated as of October 31, 2016 (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) among Performance Sports Group Ltd., the other Credit Parties (as defined therein) from time to time party thereto, the financial institutions from time to time party thereto as Lenders (the “Lenders”, and each, a “Lender”), and 9938982 Canada Inc., as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”) for the Lenders.

Performance Sports Group Ltd. – SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT (November 3rd, 2016)

This SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT, dated as of October 31, 2016, among PERFORMANCE SPORTS GROUP LTD., a British Columbia corporation (“PSG”) and debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code and under the Companies’ Creditors Arrangement Act (Canada) (the “Borrower”), the Subsidiaries of the Borrower, which are or become debtors and debtors-in-possession, which are now or which hereafter become a party hereto as Subsidiary Guarantors, the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders”, and each a “Lender”), and 9938982 Canada Inc., as the Administrative Agent and Collateral Agent for the Lenders.  All capitalized terms used herein and defined in Article 1 are used herein as therein defined.

Performance Sports Group Ltd. – SUPERPRIORITY DEBTOR-IN-POSSESSION ABL CREDIT AGREEMENT dated as of October 31, 2016, among PERFORMANCE SPORTS GROUP LTD., a debtor and debtor in possession, as Parent, BAUER HOCKEY CORP., and the other Canadian Subsidiaries of Parent from time to time party hereto in their capacities as Subsidiary Borrowers, debtors and debtors in possession, as Canadian Borrowers, BAUER HOCKEY, INC., and the other U.S. Subsidiaries of Parent from time to time party hereto in their capacities as Subsidiary Borrowers, debtors and debtors in possession, as U.S. Borrowers, VARIOUS LENDERS, and BANK OF AMERICA, N (November 3rd, 2016)

THIS SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of October 31, 2016, among PERFORMANCE SPORTS GROUP LTD., a Canadian corporation (“PSG”), and debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code and under the Companies’ Creditors Arrangement Act (Canada) (the “Parent”), BAUER HOCKEY CORP., a Canadian corporation (the “Lead Canadian Borrower”), BAUER HOCKEY, INC., a Vermont corporation, (the “Lead U.S. Borrower” and, together with the Lead Canadian Borrower, the “Lead Borrowers”), each of the other Borrowers (as hereinafter defined), each of the Subsidiary Guarantors (as defined herein) (each of which is or will become a debtor and debtor-in-possession), the Lenders party hereto from time to time, and BANK OF AMERICA, N.A. (“Bank of America”), as the Administrative Agent and Collateral Agent.  All capitalized terms used herein and defined in Article 1 are used herein as therein defined.

Performance Sports Group Ltd. – Performance Sports Group enters into “Stalking Horse” Asset Purchase Agreement with Investor Group Led by Sagard Capital and Fairfax Financial for U.S. $575 million (October 31st, 2016)

EXETER, NH — October 31, 2016 — Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) (“Performance Sports Group” or the “Company”), a leading developer and manufacturer of high performance sports equipment and apparel, today announced that, in order to facilitate a financial and corporate restructuring through a going-concern sale of substantially all of the Company’s assets, it has filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the District of Delaware and commenced proceedings under the Companies’ Creditors Arrangement Act (the “CCAA”) in the Ontario Superior Court of Justice. The Company’s applications under Chapter 11 and the CCAA are subject to the supervision and approval of the U.S. and Canadian courts (the “Restructuring Process”). During the Chapter 11 and CCAA proceedings, it is expected that the Company’s operations will continue uninterrupted in the ordinary course of business and that day-to-day obligations to employees, suppliers of goo

Performance Sports Group Ltd. – ASSET PURCHASE AGREEMENT BY AND AMONG PERFORMANCE SPORTS GROUP LTD. AND THE OTHER ENTITIES IDENTIFIED HEREIN AS SELLERS AND 9938982 CANADA INC. DATED AS OF OCTOBER 31, 2016 (October 31st, 2016)

This Asset Purchase Agreement, dated as of October 31, 2016, is entered into by and among Performance Sports Group Ltd., an entity formed under the Laws of British Columbia (the “Company”), the Subsidiaries of the Company listed in Exhibit A hereto (collectively, together with the Company, “Sellers”) and 9938982 Canada Inc., a corporation organized under the Laws of Canada (“Purchaser”).

Performance Sports Group Ltd. – PERFORMANCE SPORTS GROUP ANNOUNCES TERMINATION OF SHAREHOLDER NOMINATION AGREEMENT WITH SAGARD CAPITAL (September 2nd, 2016)
Performance Sports Group Ltd. – AMENDMENT NO. 1 TO CREDIT AGREEMENT (August 31st, 2016)

AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of August 29, 2016 to the Term Loan Credit Agreement dated as of April 15, 2014 (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) among Performance Sports Group Ltd. (f/k/a Bauer Performance Sports Ltd.), the other Credit Parties (as defined therein) from time to time party thereto, and Bank of America, N.A. as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”) for the lenders from time to time party thereto.

Performance Sports Group Ltd. – AMENDMENT NO. 2 TO CREDIT AGREEMENT (August 31st, 2016)

AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) dated as of August 29, 2016 to the ABL Credit Agreement dated as of April 15, 2014 (as amended by Amendment No. 1 to Credit Agreement and as further amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) among Performance Sports Group Ltd. (f/k/a Bauer Performance Sports Ltd.), the other Credit Parties (as defined therein) from time to time party thereto, and Bank of America, N.A. as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”) for the lenders from time to time party thereto.

Performance Sports Group Ltd. – VIA ELECTRONIC TRANSMISSION (August 22nd, 2016)

We advise the following with respect to the upcoming Annual and Special Meeting of Security Holders for the subject issuer:

Performance Sports Group Ltd. – VIA ELECTRONIC TRANSMISSION (July 22nd, 2016)

We advise the following with respect to the upcoming Annual and Special Meeting of Security Holders for the subject issuer:

Performance Sports Group Ltd. – SHAREHOLDER NOMINATION AGREEMENT (March 28th, 2016)

This Shareholder Nomination Agreement, dated March 28, 2016 (this “Agreement”), is by and between Sagard Capital Partners, L.P., a Delaware limited partnership (“Sagard Capital”), and Performance Sports Group Ltd. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Performance Sports Group Ltd. – Company Enters Into Nomination Agreement with Largest Shareholder Sagard Capital (March 28th, 2016)

EXETER, NH – March 28, 2016 - Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) (“Performance Sports Group” or the “Company”), a leading developer and manufacturer of high performance sports equipment and apparel, announced today that Daniel M. Friedberg, President and Chief Executive Officer of Sagard Capital Partners Management Corp., has been appointed to the Company’s Board of Directors, effective immediately. Sagard Capital Partners, L.P. (together with Sagard Capital Partners Management Corp. and Sagard Capital Partners GP, Inc., collectively, “Sagard Capital”) is currently the Company’s largest shareholder, with beneficial ownership of approximately 15% of the Company’s issued and outstanding common shares.1

Performance Sports Group Ltd. – MATERIAL CHANGE REPORT (March 17th, 2016)
Performance Sports Group Ltd. – Performance Sports Group Expects Working Capital and Profitability Improvement Initiatives to Reduce Debt by Approximately $40 Million in the Second Half of Fiscal 2016 (January 28th, 2016)

EXETER, NH - January 27, 2016 - Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) (“Performance Sports Group” or the “Company”), a leading developer and manufacturer of high performance sports equipment and apparel, is providing guidance on debt and leverage levels over the balance of fiscal 2016 and for fiscal 2017. All expectations expressed herein are based upon current market conditions, including foreign currency rates and oil markets.

Performance Sports Group Ltd. – Performance Sports Group Ltd. Restricted Stock Unit Award Agreement Mark J. Vendetti (January 20th, 2016)

This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of January 20, 2016 (the "Date of Grant"), is made by and between Performance Sports Group Ltd., a corporation organized under the laws of British Columbia, Canada (the "Company"), and Mark J. Vendetti (the "Grantee").

Performance Sports Group Ltd. – Performance Sports Group Ltd. Nonqualified Stock Option Award Agreement Mark J. Vendetti (January 20th, 2016)

This Nonqualified Stock Option Award Agreement (this "Agreement"), dated as of January 20, 2016 (the "Date of Grant"), is made by and between Performance Sports Group Ltd., a corporation organized under the laws of British Columbia, Canada (the "Company"), and Mark J. Vendetti (the "Grantee").

Performance Sports Group Ltd. – November 30, 2015 Matthew Smith Via Hand Delivery (January 14th, 2016)

It is my pleasure to offer you the position of EVP Marketing, PSG, effective December 3, 2015. This offer supersedes all previous discussions. The key elements of our job offer are as follows:

Performance Sports Group Ltd. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (January 14th, 2016)

WHEREAS, the Company desires to continue to employ the Executive, and the Executive desires to continue to provide services to the Company, on the terms and conditions set forth in this Agreement;

Performance Sports Group Ltd. – Performance Sports Group Ltd. Deferred Stock Unit Award Agreement (January 14th, 2016)

This Deferred Stock Unit Award Agreement (this “Agreement”), dated as of [DATE], is made by and between Performance Sports Group Ltd., a corporation organized under the laws of British Columbia, Canada (the “Company”), and [NAME] (the “Grantee”).

Performance Sports Group Ltd. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (January 14th, 2016)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Bauer Hockey, Inc., a Vermont corporation (the “Company”), and Mark J. Vendetti (the “Executive”), effective as of December 14, 2015 (the “Effective Date”).

Performance Sports Group Ltd. – May 26, 2015 Amir Rosenthal Via Hand Delivery (January 14th, 2016)

It is my pleasure to offer you the position of President, PSG Brands, for the Performance Sports Group Ltd. (“the Company”) effective June 1, 2015. This offer supersedes all previous discussions. The key elements of our job offer are as follows:

Performance Sports Group Ltd. – Performance Sports Group Ltd. Nonqualified Stock Option Award Agreement (January 14th, 2016)

This Nonqualified Stock Option Award Agreement (this “Agreement”), dated as of [DATE] (the “Date of Grant”), is made by and between Performance Sports Group Ltd., a corporation organized under the laws of British Columbia, Canada (the “Company”), and [NAME] (the “Grantee”).