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”).
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.
PERFORMANCE GROWTH AWARD AGREEMENTPerformance Growth Award Agreement • February 10th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles)
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
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...Agreement and Plan of Merger • 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.
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)
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.
FIRST SUPPLEMENTAL INDENTURE Dated as of March 3, 2021 to INDENTURE Dated as of March 3, 2021First Supplemental 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.
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).
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,...Revolving Credit Agreement • August 8th, 2022 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
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 November 19, 2018 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 WELLS FARGO BANK, NATIONAL...Credit Agreement • November 20th, 2018 • 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 November 19, 2018, 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 WELLS FARGO BANK, 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)
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.
ContractNon-Employee Director Restricted 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
Addendum 6 to Ammunition Products Supply AgreementVista Outdoor Inc. • August 10th, 2017 • Ordnance & accessories, (no vehicles/guided missiles)
This Addendum 6 is made pursuant to and amends the Ammunition Products Supply Agreement dated February 9, 2015, as subsequently amended, (“APSA”) between Federal Cartridge Company (“Federal”) and Alliant Techsystems Operations LLC (“Orbital ATK”) (collectively, the “Parties”). For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to amend the APSA as follows:
Amendment to ATK Restricted Stock Award Agreement (Vista Outdoor Inc. Employees or Former ATK Sporting Group Employees)Atk Restricted Stock Award Agreement • February 10th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles)
This Amendment applies to any shares of restricted stock (“Restricted Shares”) of Alliant Techsystems Inc. (“ATK”) that have been awarded to you and that are not vested at the time of the distribution of all the outstanding shares of Vista Outdoor Inc. (“Vista”) to the stockholders of ATK (the “Spin-off”) pursuant to the Transaction Agreement, dated April 28, 2014, among Vista, ATK, Vista Merger Sub Inc. and Orbital Sciences Corporation, as it may be amended from time to time (the “Transaction Agreement”). In accordance with the terms of the Transaction Agreement, each applicable Restricted Stock Award Agreement that you have is amended as follows:
PERFORMANCE GROWTH AWARD AGREEMENTPerformance Growth Award Agreement • March 25th, 2015 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles)
GENERAL RELEASE AND SEPARATION AGREEMENTGeneral Release and Separation Agreement • February 21st, 2023 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
This General Release and Separation Agreement (this “Agreement”), dated as of February 20, 2023, is made by and between Dylan Ramsey (the “Employee”) and Vista Outdoor Inc. and its subsidiaries, affiliates, agents, successors, assigns, and related entities (collectively, the “Company”) (Employee and Company each a “Party” and, collectively, the “Parties”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 11th, 2017 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of May 9, 2017 (the “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”).
GUARANTY SUPPLEMENTCredit Agreement • February 9th, 2017 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
Reference is made to the above-captioned Credit Agreement and to the Guaranty referred to therein (such Guaranty, as in effect on the date hereof and as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, together with this Guaranty Supplement, being the “Guaranty”). The capitalized terms defined in the Guaranty or, if not defined in the Guaranty, in the Credit Agreement and not otherwise defined herein are used herein as therein defined.
LIMITED WAIVER AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 8th, 2018 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS LIMITED WAIVER AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Waiver”), dated as of February 7, 2018 (the “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”).
STOCK PURCHASE AGREEMENT BY AND AMONG BUSHNELL INC. & BUSHNELL PERFORMANCE OPTICS ASIA LIMITED together, as the Sellers BOLLE INC., SERENGETI EYEWEAR, INC., & BUSHNELL OUTDOOR PRODUCTS JAPAN LIMITED collectively, as the Target Entities ANTELOPE BRANDS...Stock Purchase Agreement • July 9th, 2018 • Vista Outdoor Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 2nd day of July, 2018, by and among Bushnell Inc., a Delaware corporation (“Bushnell US”), Bushnell Performance Optics Asia Limited (“Bushnell HK”, together with Bushnell US, the “Sellers”), Bolle Inc., a Delaware corporation (the “Company”), Serengeti Eyewear, Inc., a Delaware corporation (“Serengeti”), Bushnell Outdoor Products Japan Limited (“Bushnell Japan”, together with the Company and Serengeti, the “Target Entities”), Antelope Brands Bidco Inc., a Delaware corporation (the “Buyer”), and solely for purposes of Section 11.18 of this Agreement, Vista Outdoor Inc., a Delaware corporation (the “Seller Guarantor”).
