Vista Outdoor Inc. Sample Contracts
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 1, 2016 among VISTA OUTDOOR INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and The Lenders Party HeretoCredit Agreement • April 4th, 2016 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of April 1, 2016, among VISTA OUTDOOR INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), each Swing Line Lender (as hereinafter defined) party hereto, each L/C Issuer (as hereinafter defined) party hereto, BANK OF AMERICA, N.A., as Administrative Agent (as hereinafter defined), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, U.S. BANK NATIONAL ASSOCIATION, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., J.P. MORGAN SECURITIES LLC, WELLS FARGO SECURITIES, LLC, BANK OF THE WEST AND PNC BANK, NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunning Managers, BANK OF THE WEST, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., JPMORGAN CHASE BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION and WELLS FARG
VISTA OUTDOOR INC. $350,000,000 5.875% Senior Notes due 2023 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 11th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
Vista Outdoor Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the Initial Purchaser, upon the terms set forth in a purchase agreement dated as of August 11, 2015 (the “Purchase Agreement”), $350,000,000 aggregate principal amount of its 5.875% Senior Notes due 2023 (the “Initial Securities”). The Initial Securities will be unconditionally guaranteed (the “Guarantees”) by the Guarantors party to the Purchase Agreement (collectively, the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an indenture and a supplemental indenture thereto, each dated as of August 11, 2015 (such indenture, together with such supplemental indenture, the “Indenture”), among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchaser, the Company agrees with the Initial Purchaser, for the benefit of the holders of the Initial Securities (including, withou
ContractIndenture • March 3rd, 2021 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 18th, 2018 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”), dated as of May 14, 2018 (the “Second Amendment Effective Date”), is entered into by and among Vista Outdoor Inc., a Delaware corporation (the “Borrower”), each Lender party hereto and Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED ASSET-BASED REVOLVING CREDIT AGREEMENTDated as of August 5, 2022amongVISTA OUTDOOR INC., as the Parent Borrower,THE ADDITIONAL BORROWERS FROM TIME TO TIME PARTY HERETO,THE LENDERS FROM TIME TO TIME PARTY HERETO,and CAPITAL ONE,...Asset-Based Revolving Credit Agreement • August 8th, 2022 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
TERM LOAN CREDIT AGREEMENT dated as of August 5, 2022 among VISTA OUTDOOR INC., as Parent Borrower, The Other Borrowers From Time to Time Party Hereto, The Lenders From Time to Time Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent...Term Loan Credit Agreement • August 8th, 2022 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
TERM LOAN CREDIT AGREEMENT dated as of August 5, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among VISTA OUTDOOR INC., a Delaware corporation (the “Parent Borrower”), the other BORROWERS from time to time party hereto (together with the Parent Borrower, jointly and severally, each a “Borrower” and collectively, the “Borrowers”), the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SHARE PURCHASE AGREEMENT by and among FOX PARENT HOLDINGS, LLC, FOX (PARENT) HOLDINGS, INC., VISTA OUTDOOR OPERATIONS LLC, and solely for purposes of Section 10.25 of this Agreement VISTA OUTDOOR INC., as the Parent Dated as of June 30, 2022Share Purchase Agreement • July 6th, 2022 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
This SHARE PURCHASE AGREEMENT (as amended, modified, or supplemented from time to time, this “Agreement”) is made as of the June 30, 2022, by and among Fox Parent Holdings, LLC, a Delaware limited liability company (“Seller”), Fox (Parent) Holdings, Inc., a Delaware corporation (“Company”), Vista Outdoor Operations LLC, a Delaware limited liability company (“Buyer”), and solely for purposes of Section 10.25, Vista Outdoor Inc. (the “Parent”).
ii - 4.1 Power, Authorization and Validity. .............................................................................. 51 4.2 Title .....................................................................Stock Purchase Agreement • September 10th, 2021 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Installment Vesting)Non-Qualified Stock Option Award Agreement • February 10th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles)
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 10th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles)
FIRST SUPPLEMENTAL INDENTURE Dated as of March 3, 2021 to INDENTURE Dated as of March 3, 2021Supplemental Indenture • March 3rd, 2021 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 22, 2022 BY AND AMONG VISTA OUTDOOR OPERATIONS LLC TROPHY MERGER SUB, LLC, SIMMS FISHING PRODUCTS LLC, SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE EQUITYHOLDER REPRESENTATIVE AND solely for purposes of...Merger Agreement • July 28th, 2022 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 22, 2022 by and among Vista Outdoor Operations LLC, a Delaware limited liability company (“Purchaser”), Trophy Merger Sub, LLC, a Delaware limited liability company and a wholly-owned Subsidiary of Purchaser (“Merger Sub”), Simms Fishing Products LLC, a Delaware limited liability company (the “Company”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Equityholders’ representative, agent and attorney-in-fact (the “Equityholder Representative”), and, solely for purposes of Section 11.16, Vista Outdoor Inc., a Delaware corporation (the “Parent”). Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to such terms in Article I.
ContractTax Matters Agreement • February 10th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
TAX MATTERS AGREEMENT, dated this 9th day of February, 2015 (this “Agreement”), between Alliant Techsystems Inc., a Delaware corporation (“ATK”), and Vista Outdoor Inc., a Delaware corporation (“Sporting”) and currently a wholly owned subsidiary of ATK.
PERFORMANCE GROWTH AWARD AGREEMENTPerformance Growth Award Agreement • February 10th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles)
EMPLOYMENT AGREEMENTEmployment Agreement • July 21st, 2023 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
This Employment Agreement (the “Agreement”), made effective as of July 20, 2023 (the “Effective Date”), is entered into by and between Vista Outdoor, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and Eric Nyman (the “Executive”).
ContractEmployment Agreement • January 16th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Utah
This EMPLOYMENT AGREEMENT, dated as of December 18, 2014 (this “Agreement”), is made and entered into between VISTA OUTDOOR INC., a Delaware corporation (the “Company”), and Mark W. DeYoung (“Executive”).
PERFORMANCE GROWTH AWARD AGREEMENTPerformance Growth Award Agreement • February 10th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles)
TERM LOAN CREDIT AGREEMENT Dated as of November 19, 2018 among VISTA OUTDOOR INC., as the Parent Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative AgentTerm Loan Credit Agreement • November 20th, 2018 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
This TERM LOAN CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of November 19, 2018, among VISTA OUTDOOR INC., a Delaware corporation (the "Parent Borrower"), each lender from time to time party hereto (collectively, the "Lenders"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent (as hereinafter defined).
AMENDMENT NO. 5 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 13th, 2024 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
This Amendment No. 5, dated September 12, 2024 (this “Amendment”), to the Merger Agreement (as defined below) is by and among Vista Outdoor Inc., a Delaware corporation (“Company”), Revelyst, Inc., a Delaware corporation and a direct wholly owned subsidiary of Company (“Outdoor Products”), CSG Elevate II Inc., a Delaware corporation (“Parent”), CSG Elevate III Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Czechoslovak Group a.s., a joint stock company incorporated under the laws of the Czech Republic (“CSG” and, together with Company, Outdoor Products, Parent and Merger Sub, the “Parties”).
AMENDED AND RESTATED SEPARATION AGREEMENT by and between VISTA OUTDOOR INC. and REVELYST, INC. Dated as of October 4, 2024Separation Agreement • October 7th, 2024 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
Page ARTICLE I Definitions 2 Section 1.01 Definitions 2 ARTICLE II The Separation 17 Section 2.01 Transfer of Assets and Assumption of Liabilities 17 Section 2.02 Certain Matters Governed Exclusively by Ancillary Agreements 22 Section 2.03 Termination of Agreements; Settlement of Intercompany Accounts; Bank Accounts 22 Section 2.04 Shared Contracts 24 Section 2.05 Disclaimer of Representations and Warranties 25 Section 2.06 Closing Adjustments 25 Section 2.07 Earn-Out 32 ARTICLE III Credit Support 36 Section 3.01 Replacement of Vista Outdoor Credit Support 36 Section 3.02 Replacement of Revelyst Credit Support 37 ARTICLE IV Taxes 38 Section 4.01 Tax Indemnification 38 Section 4.02 Tax Returns 38 Section 4.03 Intended Tax Treatment; Certain Tax Actions 40 Section 4.04 Tax Dispute Resolution 41 Section 4.05 Tax Refunds 41 Section 4.06 Treatment of Certain Payments 41 Section 4.07 Straddle Periods 41 Section 4.08 Certain Tax Contests 42 Section 4.09 Tax Matters Cooperation 43 Section 4.10
AGREEMENT AND PLAN OF MERGER Dated October 4, 2024 Among VISTA OUTDOOR INC. REVELYST, INC. CABIN RIDGE INC. And OLIBRE LLCMerger Agreement • October 7th, 2024 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated October 4, 2024 (this “Agreement”), is among VISTA OUTDOOR INC., a Delaware corporation (“Vista Outdoor”), REVELYST, INC. (the “Company”), OLIBRE LLC, a Delaware limited liability company (“Parent”), and CABIN RIDGE INC., a Delaware corporation and a wholly owned direct Subsidiary of Parent (“Merger Sub”).
TRANSITION SERVICES AGREEMENT by and between VISTA OUTDOOR INC. and REVELYST, INC. Dated as of November 27, 2024Transition Services Agreement • November 27th, 2024 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of November 27, 2024, by and between VISTA OUTDOOR INC., a Delaware corporation (“Vista Outdoor”), and REVELYST, INC., a Delaware corporation (“Revelyst”).
AMMUNITION SUPPLY AGREEMENTAmmunition Supply Agreement • August 10th, 2017 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
This Ammunition Supply Agreement (“Agreement”) effective as of February 10, 2018 (“Effective Date”) is between Federal Cartridge Company (“Federal”) and Alliant Techsystems Operations LLC (“Orbital ATK”) (each, a “Party” and together, the “Parties”).
AMMUNITION PRODUCTS SUPPLY AGREEMENTAmmunition Products Supply Agreement • February 10th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS AMMUNITION PRODUCTS SUPPLY AGREEMENT (this “Agreement”) dated as of February 9, 2015 is between Federal Cartridge Company, a Minnesota corporation (“FCC”), and Alliant Techsystems Operations LLC, a Delaware limited liability company (“LLC”) (each, a “Party” and together, the “Parties”).
POWDER PRODUCTS SUPPLY AGREEMENTPowder Products Supply Agreement • February 10th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS POWDER PRODUCTS SUPPLY AGREEMENT (this “Agreement”) dated as of February 9, 2015 is between Federal Cartridge Company, a Minnesota corporation (“FCC”), and Alliant Techsystems Operations LLC, a Delaware limited liability company (“LLC”) (each, a “Party” and together, the “Parties”).
FORM OF] TRANSITION SERVICES AGREEMENT by and between VISTA OUTDOOR INC. and REVELYST, INC. Dated as of [●]Transition Services Agreement • October 16th, 2023 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [●], by and between VISTA OUTDOOR INC., a Delaware corporation (“Vista Outdoor”), and REVELYST, INC., a Delaware corporation (“Revelyst”).
TRANSITION SERVICES AGREEMENT between ALLIANT TECHSYSTEMS INC. and VISTA OUTDOOR INC. Dated as of February 9, 2015Transition Services Agreement • February 10th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
ASSET-BASED REVOLVING CREDIT AGREEMENT Dated as of March 31, 2021 among VISTA OUTDOOR INC., as the Parent Borrower, THE ADDITIONAL BORROWERS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, and CAPITAL ONE, NATIONAL...Asset-Based Revolving Credit Agreement • April 1st, 2021 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
This ASSET-BASED REVOLVING CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 31, 2021, among VISTA OUTDOOR INC., a Delaware corporation (the “Parent Borrower”), the ADDITIONAL BORROWERS from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders”), each L/C Issuer (as hereinafter defined) from time to time party hereto and CAPITAL ONE, NATIONAL ASSOCIATION, as the Administrative Agent (as hereinafter defined).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 10th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles)
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 25th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles)
AMENDMENT NO. 6 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 7th, 2024 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles)
This Amendment No. 6, dated October 4, 2024 (this “Amendment”), to the Merger Agreement (as defined below) is by and among Vista Outdoor Inc., a Delaware corporation (“Company”), Revelyst, Inc., a Delaware corporation and a direct wholly owned subsidiary of Company (“Outdoor Products”), CSG Elevate II Inc., a Delaware corporation (“Parent”), CSG Elevate III Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and Czechoslovak Group a.s., a joint stock company incorporated under the laws of the Czech Republic (“CSG” and, together with Company, Outdoor Products, Parent and Merger Sub, the “Parties”).
Waiver and General Release AgreementWaiver and General Release Agreement • July 10th, 2017 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Utah
Waiver and General Release (this “Release”), dated as of July, 10, 2017, between Mark W. DeYoung (“Employee” or “you”) and VISTA OUTDOOR INC. (the “Company”) on behalf of itself and its past and/or present parent entities, and its or their subsidiaries, divisions, affiliates and related business entities, predecessors, successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past and/or present directors, officers, fiduciaries, agents, trustees, administrators, attorneys, employees and assigns, whether acting as agents for the Company or in their individual capacities (collectively, the “Company Entities”).
ContractSubscription Agreement • October 16th, 2023 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles)
THIS SUBSCRIPTION AGREEMENT, dated as of [●] (this “Agreement”), is between VISTA OUTDOOR INC., a Delaware corporation (“Company”), and CSG ELEVATE II INC., a Delaware corporation (“Parent”).
SEPARATION AGREEMENT by and between VISTA OUTDOOR INC. and REVELYST, INC. Dated as of October 15, 2023Separation Agreement • October 16th, 2023 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
SEPARATION AGREEMENT, dated as of October 15, 2023, by and between VISTA OUTDOOR INC., a Delaware corporation (“Vista Outdoor”), and REVELYST, INC., a Delaware corporation and a direct wholly owned Subsidiary of Vista Outdoor (“Revelyst”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
ContractRestricted Stock Award Agreement • June 1st, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles)
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT 1. The Grant. Vista Outdoor Inc., a Delaware corporation (the “Company”), hereby grants to you, on the terms and conditions set forth in this Restricted Stock Award Agreement (this “Agreement”) and in the Vista Outdoor Inc. 2014 Stock Incentive Plan (the “Plan”), an Award as of ____ (the “Grant Date”) and for _________ shares (the “Restricted Stock”) of common stock of the Company (the “Shares”). All capitalized terms used in this Agreement (including those defined in Appendix A hereto), to the extent not defined, shall have the meaning set forth in the Plan. 2. Restricted Period. The Restricted Stock is subject to the restrictions contained in this Agreement and the Plan for a period (such period during which restrictions apply to the Restricted Stock is the “Restricted Period”) commencing on the Grant Date and ending on the first anniversary of the Grant Date or, if earlier, upon (a) a Change in Control, as provided in Paragraph