Academy Sports & Outdoors, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 23rd, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Delaware

This Indemnification Agreement is dated as of , 2020 (this “Agreement”) and is between Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (“Indemnitee”).

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Academy Sports and Outdoors, Inc. [●] Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • September 23rd, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [●] shares of Common Stock, $0.01 par value (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [●] additional shares of Common Stock to cover overallotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein are defined in Section 22 hereof.

Academy Sports and Outdoors, Inc. [ 🌑 ] Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • January 25th, 2021 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

Each of (i) Allstar LLC, Allstar Co-Invest Blocker L.P. and KKR 2006 Allstar Blocker L.P. (collectively, the “KKR Selling Stockholders”), (ii) MSI 2011 LLC and MG Family Limited Partnership (collectively, the “Gochman Selling Stockholders”) and (iii) the other selling stockholder named on Schedule I(B) hereto (the “Management Selling Stockholder” and together with the KKR Selling Stockholders and the Gochman Selling Stockholders, the “Selling Stockholders”), as a stockholder of Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I(A) hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of the Company’s common stock, $0.01 par value (“Common Stock”), set forth next to such Selling Stockholder’s name on Schedule I(B) hereto. The aggregate [ 🌑 ] shares to be sold by the Selling Stockholders are herein called the “Underwritten Securities”. T

AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 6th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

This AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of October 6, 2020, by and among Allstar LLC, a Delaware limited liability company ( “Allstar”), Academy Sports and Outdoors, Inc., a Delaware corporation (“Corporation”), and New Academy Holding Company, LLC, a Delaware limited liability company (“NAHC”), amends and restates in its entirety that certain Registration Rights Agreement, dated as of August 3, 2011, by and among Allstar, NAHC and Academy Holdings, Inc. (as amended by that certain Addendum Agreement, dated as of August 30, 2011, by and between NAHC and Allstar Managers LLC, the “Existing Registration Rights Agreement”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and among ACADEMY MANAGING CO., L.L.C., NEW ACADEMY HOLDING COMPANY, LLC, ACADEMY SPORTS AND OUTDOORS, INC. and Samuel J. Johnson Dated: October 23, 2023
Employment Agreement • October 23rd, 2023 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Texas

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 23, 2023, is entered into by and among Samuel J. Johnson (the “Executive”), Academy Managing Co., L.L.C., a Texas limited liability company (the “Company”), New Academy Holding Company, LLC, a Delaware limited liability company (the “Former Parent”) and Academy Sports and Outdoors, Inc., a Delaware corporation (the “Parent”).

RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE ACADEMY SPORTS AND OUTDOORS, INC. 2020 OMNIBUS INCENTIVE PLAN
Restricted Stock Unit Agreement • August 31st, 2023 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Texas

Academy Sports and Outdoors, Inc. (the “Company”) hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”). The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

NEW ACADEMY HOLDING COMPANY LLC UNIT OPTION AWARD AGREEMENT (2018 EXECUTIVE FORM)
Unit Option Award Agreement • September 9th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Delaware

THIS UNIT OPTION AWARD AGREEMENT (this “Award”), made by and between New Academy Holding Company LLC, a Delaware limited liability company (hereinafter referred to as the “Company”), and the individual whose name is set forth on the Master Signature Page attached to this Award (the “Optionee”), is entered into as of the “Grant Date” set forth on such Master Signature Page (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the New Academy Holding Company LLC 2011 Unit Incentive Plan, as amended, modified or supplemented from time to time (the “Plan”).

CONFORMING CHANGES AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 31st, 2023 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

CONFORMING CHANGES AMENDMENT TO CREDIT AGREEMENT, dated as of May 17, 2023 (this “Amendment”), which amends that certain Second Amended and Restated Credit Agreement, dated as of November 6, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among ACADEMY, LTD., a Texas limited partnership, NEW ACADEMY HOLDING COMPANY, LLC, a Delaware limited liability company, ASSOCIATED INVESTORS L.L.C., a Texas limited liability company, ACADEMY MANAGING CO., L.L.C., a Texas limited liability company, the other Credit Parties party thereto from time to time and, the Lenders party thereto from time to time, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent and collateral agent (in such capacities, together with its successors, the “Administrative Agent”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

AMENDMENT NO. 1 TO FIRST AMENDED AND RESTATED ABL CREDIT AGREEMENT
Abl Credit Agreement • September 9th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

FIRST AMENDED AND RESTATED ABL CREDIT AGREEMENT, dated as of July 2, 2015,2015 and as amended by AMENDMENT NO. 1, dated as of May 22, 2018, among ACADEMY, LTD., a Texas limited partnership (the “Borrower”), NEW ACADEMY HOLDING COMPANY, LLC, a Delaware limited liability company, ASSOCIATED INVESTORS LLC and ACADEMY MANAGING CO., LLC, as Texas Intermediate Holdcos, the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Swingline Lender (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1.1).

EMPLOYMENT AGREEMENT
Employment Agreement • June 11th, 2024 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 25, 2023, is entered into by and among Matt McCabe (the “Executive”), Academy Managing Co., L.L.C., a Texas limited liability company (the “Company”) and Academy Sports and Outdoors, Inc., a Delaware corporation (the “Parent,” and together with its subsidiaries and affiliates, the “Company Group”).

STOCKHOLDERS’ AGREEMENT of ACADEMY SPORTS AND OUTDOORS, INC. Dated as of October 6, 2020
Stockholders’ Agreement • October 6th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Delaware

This STOCKHOLDERS’ AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of October 6, 2020, by and among Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).

Academy Sports and Outdoors, Inc. 14,000,000 Shares Common Stock ($0.01 par value) Underwriting Agreement
Letter Agreement • May 10th, 2021 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

Each of (i) Allstar LLC, Allstar Co-Invest Blocker L.P. and KKR 2006 Allstar Blocker L.P. (collectively, the “KKR Selling Stockholders”) and (ii) MSI 2011 LLC and MG Family Limited Partnership (collectively, the “Gochman Selling Stockholders”), as a stockholder of Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I(A) hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of the Company’s common stock, $0.01 par value (“Common Stock”), set forth next to such Selling Stockholder’s name on Schedule I(B) hereto. The aggregate 14,000,000 shares to be sold by the Selling Stockholders are herein called the “Underwritten Securities”. The KKR Selling Stockholders also propose to grant to the Underwriters an option to purchase up to 2,100,000 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Unde

EXECUTIVE EMPLOYMENT AGREEMENT by and among ACADEMY MANAGING CO., L.L.C., NEW ACADEMY HOLDING COMPANY, LLC, and JAMEY TRAYWICK RUTHERFORD Dated: October 1, 2018
Executive Employment Agreement • April 7th, 2021 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Texas

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 1, 2018 (the “Effective Date”), is entered into by and among Jamey Traywick Rutherford (the “Executive”), Academy Managing Co., L.L.C., a Texas limited liability company (the “Company”), and New Academy Holding Company, LLC, a Delaware limited liability company (the “Parent”). Effective on and after the Effective Date, this Agreement hereby supersedes and replaces in its entirety the Team Member Employment Agreement by and between the Executive and Academy, Ltd., a Texas limited partnership (“Academy”) dated as of June 13, 2018 (the “Prior Agreement”), except that Executive’s confidentiality and non-disclosure obligations in the Prior Agreement, Executive’s repayment obligations for Relocation Assistance in Section 7 of the Prior Agreement, and Executive’s repayment obligations for the Sign-On Bonus in Section 8 of the Prior Agreement all remain in full effect according to the terms of those sections in the Pri

NEW ACADEMY HOLDING COMPANY LLC UNIT OPTION AWARD AGREEMENT (2019 CEO FORM)
Unit Option Award Agreement • September 9th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Delaware

THIS UNIT OPTION AWARD AGREEMENT (this “Award”), made by and between New Academy Holding Company LLC, a Delaware limited liability company (hereinafter referred to as the “Company”), and the individual/participant whose name is set forth on the Master Signature Page attached to this Award (the “Grantee”), is entered into as of the “Grant Date” set forth on such Master Signature Page (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the New Academy Holding Company LLC 2011 Unit Incentive Plan, as amended, modified or supplemented from time to time (the “Plan”).

NEW ACADEMY HOLDING COMPANY LLC TIME OPTION AWARD AGREEMENT
Time Option Award Agreement • September 9th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Delaware

THIS TIME OPTION AWARD AGREEMENT (this “Award”), made by and between New Academy Holding Company LLC, a Delaware limited liability company (hereinafter referred to as the “Company”), and the individual/participant whose name is set forth on the Master Signature Page attached to this Award (the “Grantee”), is entered into as of the “Grant Date” set forth on such Master Signature Page (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the New Academy Holding Company LLC 2011 Unit Incentive Plan, as amended, modified or supplemented from time to time (the “Plan”).

AMENDED AND RESTATED TERM LOAN PLEDGE AGREEMENT
Term Loan Pledge Agreement • September 9th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

THIS AMENDED AND RESTATED TERM LOAN PLEDGE AGREEMENT, dated as of July 2, 2015 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), among New Academy Holding Company, LLC, a Delaware limited liability company, as Holdings (“Holdings”), Associated Investors L.L.C., a Texas limited liability company, Academy Managing Co., L.L.C., a Texas limited liability company (together Associated Investors L.L.C., the “Texas Intermediate Holdcos”), Academy, Ltd., a Texas limited partnership (the “Borrower”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 28 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”) and Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

Contract
Separation and Release Agreement • January 19th, 2021 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Texas

This SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is entered on the date on which this Agreement has been executed by the latest to sign of the parties hereto (the “Effective Date”) by and between Academy Managing Co., L.L.C., a Texas limited liability company (“Academy”), and Kenneth D. Attaway, an individual (“Executive”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).

Academy Sports and Outdoors, Inc. 18,645,602 Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • September 17th, 2021 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

Each of Allstar LLC, Allstar Co-Invest Blocker L.P. and KKR 2006 Allstar Blocker L.P. (collectively, the “Selling Stockholders”), as a stockholder of Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I(A) hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, the number of shares of the Company’s common stock, $0.01 par value (“Common Stock”), set forth next to such Selling Stockholder’s name on Schedule I(B) hereto. The aggregate 18,645,602 shares to be sold by the Selling Stockholders are herein called the “Securities.” Certain capitalized terms used herein are defined in Section 25 hereof.

NEW ACADEMY HOLDING COMPANY LLC UNIT OPTION AWARD AGREEMENT
Unit Option Award Agreement • September 9th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Delaware

THIS UNIT OPTION AWARD AGREEMENT (this “Award”), made by and between New Academy Holding Company LLC, a Delaware limited liability company (hereinafter referred to as the “Company”), and the individual/participant whose name is set forth on the Master Signature Page attached to this Award (the “Grantee”), is entered into as of the “Grant Date” set forth on such Master Signature Page (the “Grant Date”). Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the New Academy Holding Company LLC 2011 Unit Incentive Plan, as amended, modified or supplemented from time to time (the “Plan”).

as Trustee and as Notes Collateral Agent, INDENTURE Dated as of November 6, 2020 6.000% Senior Secured Notes Due 2027
Supplemental Indenture • November 6th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

INDENTURE, dated as of November 6, 2020 (this “Indenture”), among ACADEMY, LTD., a Texas limited partnership, the Guarantors (as defined herein) listed on Schedule I hereto, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and as Notes Collateral Agent.

EMPLOYMENT AGREEMENT by and among ACADEMY MANAGING CO., L.L.C. NEW ACADEMY HOLDING COMPANY, LLC and KEN C. HICKS
Employment Agreement • September 9th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 2, 2018 (the “Effective Date”), is entered into by and among Ken C. Hicks (the “Executive”), Academy Managing Co., L.L.C., a Texas limited liability company (the “Company”), and New Academy Holding Company, LLC, a Delaware limited liability company (the “Parent”).

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FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 2, 2015 among ACADEMY, LTD., as the Borrower, NEW ACADEMY HOLDING COMPANY, LLC, as Holdings, ASSOCIATED INVESTORS L.L.C., and ACADEMY MANAGING CO., L.L.C., as Texas Intermediate Holdcos The...
Credit Agreement • September 9th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

FIRST AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 2, 2015, among ACADEMY, LTD., a Texas limited partnership (the “Borrower”), NEW ACADEMY HOLDING COMPANY, LLC, a Delaware limited liability company, and ASSOCIATED INVESTORS L.L.C. and ACADEMY MANAGING CO., L.L.C., as Texas Intermediate Holdcos, the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and MORGAN STANLEY SENIOR FUNDING, INC., as the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).

ABL INTERCREDITOR AGREEMENT dated as of July 2, 2015, among JPMORGAN CHASE BANK, N.A., as ABL Agent, MORGAN STANLEY SENIOR FUNDING, INC., as Term Loan Agent, Each ADDITIONAL DEBT AGENT from time to time party hereto, ACADEMY, LTD., as the Borrower,...
Abl Intercreditor Agreement • September 9th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

ABL INTERCREDITOR AGREEMENT, dated as of July 2, 2015 (as amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among JPMORGAN CHASE BANK, N.A., as agent for the ABL Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original ABL Agent”), MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent and collateral agent for the Term Loan Secured Parties referred to herein (in such capacity, and together with its successors in such capacity, the “Original Term Loan Agent”), NEW ACADEMY HOLDING COMPANY, LLC (“Holdings”), a Delaware limited liability company, ASSOCIATED INVESTORS L.L.C., a Texas limited liability company, ACADEMY MANAGING CO., L.L.C., a Texas limited liability company (together with Associated Investors L.L.C., the “Texas Intermediate Holdcos”), ACADEMY, LTD., a Texas limited partnership (the “Borrower”), and each of the Subsidiaries of the Borrower li

AMENDED AND RESTATED TERM LOAN SECURITY AGREEMENT
Term Loan Security Agreement • September 9th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

THIS AMENDED AND RESTATED TERM LOAN SECURITY AGREEMENT, dated as of July 2, 2015, among Academy, Ltd., a Texas limited partnership (the “Borrower”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”), and Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

FIRST LIEN INTERCREDITOR AGREEMENT among ACADEMY, LTD., the other Grantors party hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as First Lien Collateral Agent for the Credit Agreement Secured Parties, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as...
Lien Intercreditor Agreement • January 25th, 2021 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

FIRST LIEN INTERCREDITOR AGREEMENT, dated as of November 6, 2020 (this “Agreement”), among NEW ACADEMY HOLDING COMPANY, LLC, a Delaware corporation (“Holdings”), ASSOCIATED INVESTORS L.L.C. and ACADEMY MANAGING CO., L.L.C., as Texas Intermediate Holdcos (the “Texas Intermediate Holdcos”), ACADEMY, LTD. (the “Borrower”), the other Grantors (as defined below) from time to time party hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined below), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent for the Initial Additional First Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Initial Add

LIEN SHARING AND PRIORITY CONFIRMATION JOINDER
Sharing and Priority Confirmation • January 25th, 2021 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores

Reference is made to the ABL Intercreditor Agreement, dated as of July 2, 2015 (as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, the “ABL Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as ABL Agent for the ABL Secured Parties referred to therein; Morgan Stanley Senior Funding, Inc., as Original Term Loan Agent for the Term Loan Secured Parties referred to therein; each Additional Debt Agent for the Additional Debt Secured Parties referred to therein; Associated Investors L.L.C. and Academy Managing CO., as Texas Intermediate Holdcos (the “Texas Intermediate Holdcos”); New Academy Holding Company, LLC as Holdings (“Holdings”); Academy, Ltd., as the Borrower (the “Borrower”); and the Subsidiaries of the Borrower party thereto.

RESTRICTED STOCK UNIT GRANT NOTICE UNDER THE ACADEMY SPORTS AND OUTDOORS, INC. 2020 OMNIBUS INCENTIVE PLAN
Restricted Stock • June 7th, 2022 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Texas

Academy Sports and Outdoors, Inc. (the “Company”) hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”). The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

AMENDED AND RESTATED ABL SECURITY AGREEMENT
Abl Security Agreement • September 9th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

THIS AMENDED AND RESTATED ABL SECURITY AGREEMENT, dated as of July 2, 2015, among Academy, Ltd., a Texas limited partnership (the “Borrower”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”), and JPMorgan Chase Bank, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

NOTES SECURITY AGREEMENT
Notes Security Agreement • January 25th, 2021 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

THIS SECURITY AGREEMENT, dated as of November 6, 2020 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”), among Academy, Ltd., a Texas limited partnership (the “Issuer”), each of the entities listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 hereof (each such entity being a “Guarantor” and, collectively, the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

NOTES PLEDGE AGREEMENT
Execution Version • January 25th, 2021 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

THIS PLEDGE AGREEMENT, dated as of November 6, 2020 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), among Academy, Ltd., a Texas limited partnership (the “Issuer”), each of the entities listed on the signature pages hereto or that becomes a party hereto pursuant to Section 28 hereof (each such entity being a “Guarantor Pledgor” and, collectively, the “Guarantor Pledgors”), and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely as collateral agent under the Indenture (as defined below) (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.

OPTION GRANT NOTICE UNDER THE ACADEMY SPORTS AND OUTDOORS, INC. 2020 OMNIBUS INCENTIVE PLAN
Option Agreement • August 31st, 2023 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Texas

Academy Sports and Outdoors, Inc. (the “Company”) hereby grants to the Participant set forth below the number of Options set forth below at an Exercise Price per share as set forth below pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”). The Options are subject to all of the terms and conditions as set forth herein, in the Option Agreement (attached hereto or previously provided to the Participant in connection with a prior grant) and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

Academy Sports and Outdoors, Inc. [ ● ] Shares Common Stock ($0.01 par value) Underwriting Agreement
Underwriting Agreement • September 13th, 2021 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • New York

Each of Allstar LLC, Allstar Co-Invest Blocker L.P. and KKR 2006 Allstar Blocker L.P. (collectively, the “Selling Stockholders”), as a stockholder of Academy Sports and Outdoors, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I(A) hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, the number of shares of the Company’s common stock, $0.01 par value (“Common Stock”), set forth next to such Selling Stockholder’s name on Schedule I(B) hereto. The aggregate [ ● ] shares to be sold by the Selling Stockholders are herein called the “Securities.” Certain capitalized terms used herein are defined in Section 25 hereof.

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between ACADEMY MANAGING CO., L.L.C. and KEN ATTAWAY
Employment Agreement • September 9th, 2020 • Academy Sports & Outdoors, Inc. • Retail-miscellaneous shopping goods stores • Texas

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of August 30, 2011 (this “Agreement”), by and between Ken Attaway (the “Executive”) and Academy Managing Co., L.L.C., a Texas limited liability company (the “Company”), hereby amends and restates the Employment Agreement by and between Executive and the Company dated as of July 1, 2009, and amended on April 20, 2011.

Academy, Ltd. Katy, Texas 77449
Academy Sports & Outdoors, Inc. • September 23rd, 2020 • Retail-miscellaneous shopping goods stores • New York

This letter serves to confirm that Academy, Ltd. (the “Company”), a Texas limited partnership and an indirect subsidiary of New Academy Holding Company, LLC, a Delaware limited liability company (“Holdco”), has engaged Kohlberg Kravis Roberts & Co. L.P. (the “Manager”) to provide, and the Manager hereby agrees to provide management, consulting and financial services to the Company and its direct and indirect divisions, subsidiaries, parent entities and controlled affiliates (collectively, the “Company Group”), as follows:

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