Black Diamond, Inc. Sample Contracts

Clarus Corp – CREDIT AGREEMENT dated as of June 27, 2018 among CLARUS CORPORATION BLACK DIAMOND EQUIPMENT, LTD. BLACK DIAMOND RETAIL, INC. SIERRA BULLETS, L.L.C. The Lenders Party Hereto The other Loan Parties Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Sole Lead Arranger ASSET BASED LENDING (July 3rd, 2018)

CREDIT AGREEMENT dated as of June 27, 2018 (as it may be amended or modified from time to time, this “Agreement”) among CLARUS CORPORATION, a Delaware corporation (the “Company”), BLACK DIAMOND EQUIPMENT, LTD., a Delaware corporation (“Black Diamond”), BLACK DIAMOND RETAIL, INC., a Delaware corporation (“BDR”), and SIERRA BULLETS, L.L.C., a Delaware limited liability company (“Sierra” and together with the Company, Black Diamond and BDR, and any other Person that joins this Agreement as a Borrower in accordance with the terms hereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Clarus Corp – PLEDGE AND SECURITY AGREEMENT (July 3rd, 2018)

THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) is entered into as of June 27, 2018 by and among CLARUS CORPORATION, a Delaware corporation (the “Company”), BLACK DIAMOND EQUIPMENT, LTD., a Delaware corporation (“Black Diamond”), BLACK DIAMOND RETAIL, INC., a Delaware corporation (“BDR”), SIERRA BULLETS, L.L.C., a Delaware limited liability company (“Sierra”), EVEREST/SAPPHIRE ACQUISITION, LLC, a Delaware limited liability company (“Everest”), PIEPS SERVICE, LLC, a Delaware limited liability company (“PIEPS”), BD EUROPEAN HOLDINGS, LLC, a Delaware limited liability company (“BDEH”), BD NORTH AMERICAN HOLDINGS, LLC, a Delaware limited liability company (“BDNA”), BLACK DIAMOND RETAIL - ALASKA, LLC, a Delaware limited liability company (“BD Alaska”), and any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantial

Clarus Corp – EMPLOYMENT AGREEMENT (March 15th, 2018)

EMPLOYMENT AGREEMENT (the “Agreement”), dated as of September 23, 2016, between Black Diamond Equipment, Ltd., a Delaware corporation (the “Company”), and John Walbrecht (the “Employee”).

Clarus Corp – PURCHASE AND SALE AGREEMENT (August 25th, 2017)

This PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of August 21, 2017 (the “Closing Date”) by and among Everest/Sapphire Acquisition, LLC, a Delaware limited liability company (“Buyer”), Sierra Bullets L.L.C., a Delaware limited liability company (the “Company”), BHH Management, Inc., a California corporation (“BHH”), Lumber Management, Inc., a Delaware corporation (“LMI” and, together with BHH, each a “Seller” and, collectively, the “Sellers”), and BHH, in its capacity as the representative of Sellers (the “Sellers’ Representative”). Exhibit A contains definitions, or references to the definitions, of the capitalized terms used in this Agreement. Sellers and Buyer are each referred to herein individually as a “Party” and collectively as the “Parties.”

Clarus Corp – FOURTH AMENDED AND RESTATED PROMISSORY NOTE (Revolving Loan) (August 25th, 2017)

For value received, Borrowers promise to pay to the order of Lender on the Maturity Date (or such earlier date as prescribed by and in accordance with the Loan Agreement referenced below) at Corporate Banking Group, One South Main, Suite 300, Salt Lake City, Utah 84133, the sum of FORTY MILLION DOLLARS ($40,000,000.00) or such other principal balance as may be outstanding hereunder in lawful money of the United States with interest thereon calculated and payable as provided in this Fourth Amended and Restated Promissory Note (Revolving Loan) (this “Note”) and in that certain Third Amended and Restated Loan Agreement dated August 21, 2017, by and among Borrowers, the other Loan Parties from time to time party thereto, and Lender, together with any exhibits, amendments, addenda, and modifications (as amended, supplemented, restated, amended and restated, or otherwise modified from time to time and together with any exhibits, schedules and addendums thereto, the “Loan Agreement”).

Clarus Corp – THIRD AMENDED AND RESTATED LOAN AGREEMENT among ZB, N.A. dba ZIONS FIRST NATIONAL BANK, as Lender, CLARUS CORPORATION BLACK DIAMOND EQUIPMENT, LTD. BLACK DIAMOND RETAIL, INC. EVEREST/SAPPHIRE ACQUISITION, LLC BD NORTH AMERICAN HOLDINGS, LLC PIEPS SERVICE, LLC BD EUROPEAN HOLDINGS, LLC SIERRA BULLETS, L.L.C., as Co-Borrowers and THE OTHER LOAN PARTIES FROM TIME TO TIME PARTY HERETO Effective Date: August 21, 2017 THIRD AMENDED AND RESTATED LOAN AGREEMENT (August 25th, 2017)

This Third Amended and Restated Loan Agreement is made and entered into as of August 21, 2017 (the “Effective Date”) by and among ZB, N.A. dba Zions First National Bank, as Lender, Clarus Corporation, a Delaware corporation (f/k/a Black Diamond, Inc.); Black Diamond Equipment, Ltd., a Delaware corporation; Black Diamond Retail, Inc., a Delaware corporation; Everest/Sapphire Acquisition, LLC, a Delaware limited liability company; BD North American Holdings, LLC, a Delaware limited liability company; PIEPS Service, LLC, a Delaware limited liability company; BD European Holdings, LLC, a Delaware limited liability company; and Sierra Bullets, L.L.C., a Delaware limited liability company, collectively as Borrowers, and the other Loan Parties from time to time party hereto.

Clarus Corp – CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BLACK DIAMOND, INC. (Under Section 242 of the General Corporation Law) (August 14th, 2017)
Black Diamond, Inc. – EMPLOYMENT AGREEMENT (June 6th, 2017)

EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 1, 2017, between Black Diamond, Inc., a Delaware corporation (the “Company”), and Warren B. Kanders (the “Employee”).

Black Diamond, Inc. – THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (March 6th, 2017)

This Third Amendment to Second Amended and Restated Loan Agreement (the “Amendment”) is made and entered into as of March 3, 2017 by and among Black Diamond, Inc., a Delaware corporation, Black Diamond Equipment, Ltd., a Delaware corporation, Black Diamond Retail, Inc., a Delaware corporation, Everest/Sapphire Acquisition, LLC, a Delaware limited liability company, BD North American Holdings, LLC, a Delaware limited liability company, PIEPS Service, LLC, a Delaware limited liability company, and BD European Holdings, LLC, a Delaware limited liability company (collectively, “Borrowers”), and ZB, N.A. dba Zions First National Bank (“Lender”).

Black Diamond, Inc. – THIRD AMENDED AND RESTATED PROMISSORY NOTE (Revolving Loan) (March 6th, 2017)

For value received, Borrowers promise to pay to the order of Lender on the Maturity Date (or such earlier date as prescribed by and in accordance with the Loan Agreement referenced below) at Corporate Banking Group, One South Main, Suite 200, Salt Lake City, Utah 84111, the sum of twenty million dollars ($20,000,000.00) or such other principal balance as may be outstanding hereunder in lawful money of the United States with interest thereon calculated and payable as provided in this Third Amended and Restated Promissory Note (Revolving Loan) (this “Note”) and in that certain Second Amended and Restated Loan Agreement dated October 31, 2014, by and among Borrowers, the other Loan Parties from time to time party thereto, and Lender, together with any exhibits, amendments, addenda, and modifications (as amended, supplemented, restated, amended and restated, or otherwise modified from time to time and together with any exhibits, schedules and addendums thereto, the “Loan Agreement”).

Black Diamond, Inc. – EMPLOYMENT AGREEMENT (August 1st, 2016)

EMPLOYMENT AGREEMENT (the “Agreement”), dated as of July 29, 2016, between Black Diamond, Inc., a Delaware corporation (the “Company”), and Mark Ritchie (the “Employee”).

Black Diamond, Inc. – AMENDMENT NO. 4 TO THE AMENDED AND RESTATED BY-LAWS OF BLACK DIAMOND, INC. (June 9th, 2016)
Black Diamond, Inc. – EMPLOYMENT AGREEMENT (May 20th, 2016)

EMPLOYMENT AGREEMENT (the “Agreement”), dated as of May 16, 2016, between Black Diamond, Inc., a Delaware corporation (the “Company”), and Aaron Kuehne (the “Employee”).

Black Diamond, Inc. – SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (March 15th, 2016)

This Second Amendment to Second Amended and Restated Loan Agreement (the “Amendment”) is made and entered into as of March 11, 2016 by and among Black Diamond, Inc., a Delaware corporation, Black Diamond Equipment, Ltd., a Delaware corporation, Black Diamond Retail, Inc., a Delaware corporation, Everest/Sapphire Acquisition, LLC, a Delaware limited liability company, BD North American Holdings, LLC, a Delaware limited liability company, PIEPS Service, LLC, a Delaware limited liability company, and BD European Holdings, LLC, a Delaware limited liability company (collectively, the “Borrowers”), and ZB, N.A. dba Zions First National Bank (the “Lender”).

Black Diamond, Inc. – 2015 STOCK INCENTIVE PLAN (December 17th, 2015)

STOCK AWARD AGREEMENT (the “Agreement”) made as of this «numberdate» day of «month», «year», by and between Black Diamond, Inc., a Delaware corporation, having its principal office at 2084 East 3900 South, Salt Lake City, Utah 84124 (the “Company”), and «FirstName» «LastName», an individual residing in «citystate» (the “Recipient”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2015 Stock Incentive Plan.

Black Diamond, Inc. – BLACK DIAMOND, INC. 2015 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT (December 17th, 2015)

STOCK OPTION AGREEMENT (the “Agreement”) made as of the «number date» day of «month», «year», by and between Black Diamond, Inc., a Delaware corporation, having its principal office at 2084 East 3900 South, Salt Lake City, Utah 84124 (the “Company”), and «First Name» «Last Name», an individual residing in «City State» (the “Optionee”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Company’s 2015 Stock Incentive Plan.

Black Diamond, Inc. – FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (November 9th, 2015)

This First Amendment to Second Amended and Restated Loan Agreement (the “Amendment”) is made and entered into as of November 9, 2015 by and among Black Diamond, Inc., a Delaware corporation, Black Diamond Equipment, Ltd., a Delaware corporation, Black Diamond Retail, Inc., a Delaware corporation, Everest/Sapphire Acquisition, LLC, a Delaware limited liability company, BD North American Holdings, LLC, a Delaware limited liability company, PIEPS Service, LLC, a Delaware limited liability company, and BD European Holdings, LLC, a Delaware limited liability company (collectively, the “Borrowers”), and Zions First National Bank, a national banking association (the “Lender”).

Black Diamond, Inc. – Purchase Agreement by and among Dainese S.p.A. Dainese USA, Inc. Black Diamond, Inc. and Ember Scandinavia AB October 7, 2015 (October 14th, 2015)

This Purchase Agreement (this “Agreement”) is made and entered into as of October 7, 2015, by and among Dainese S.p.A., a joint stock company incorporated under the laws of Italy (“Dainese Italy”), Dainese USA, Inc., a Delaware corporation (“Dainese USA” and together with Dainese Italy, each a “Purchaser” and collectively, the “Purchasers”), Black Diamond, Inc., a Delaware corporation (“Black Diamond”), and Ember Scandinavia AB, a company duly organized and registered under the laws of Sweden with corporate registration number 556891-5580 (“Ember” and together with Black Diamond, each a “Seller” and collectively, the “Sellers”).

Black Diamond, Inc. – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (October 14th, 2015)

The following unaudited pro forma condensed consolidated balance sheet and statements of operations are based upon the historical consolidated financial statements of Black Diamond, Inc. (“Black Diamond,” the “Company,” “we,” or “our”). The unaudited pro forma condensed consolidated financial information has been prepared to illustrate the effect of the sale (the “POC Disposition”) by Black Diamond and Black Diamond’s wholly owned subsidiary, Ember Scandinavia AB (“Ember”), of their respective equity interests in POC USA, LLC and POC Sweden AB (collectively, “POC”) comprising POC’s business of designing, manufacturing, marketing, distributing and selling advanced-design helmets, body armor, goggles, eyewear, gloves, and apparel for action or “gravity sports,” such as skiing, snowboarding, and cycling pursuant to a Purchase Agreement dated as of October 7, 2015, by and among the Company and Ember, as sellers, and Dainese S.p.A. and Dainese U.S.A., Inc. (collectively, “Dainese”), as purc

Black Diamond, Inc. – SECOND AMENDED AND RESTATED LOAN AGREEMENT Between ZIONS FIRST NATIONAL BANK Lender and BLACK DIAMOND, INC. BLACK DIAMOND EQUIPMENT, LTD. BLACK DIAMOND RETAIL, INC. EVEREST/SAPPHIRE ACQUISITION, LLC BD NORTH AMERICAN HOLDINGS, LLC POC USA, LLC PIEPS SERVICE, LLC BD EUROPEAN HOLDINGS, LLC Co-Borrowers Effective Date: October 31, 2014 SECOND AMENDED AND RESTATED LOAN AGREEMENT (November 4th, 2014)

This Second Amended and Restated Loan Agreement is made and entered into as of October 31, 2014 (the “Effective Date”) by and among Zions First National Bank, a national banking association, as Lender, and Black Diamond, Inc., a Delaware corporation; Black Diamond Equipment, Ltd., a Delaware corporation; Black Diamond Retail, Inc., a Delaware corporation; Everest/Sapphire Acquisition, LLC, a Delaware limited liability company; BD North American Holdings, LLC, a Delaware limited liability company; POC USA, LLC, a Delaware limited liability company; PIEPS Service, LLC, a Delaware limited liability company; and BD European Holdings, LLC, a Delaware limited liability company, collectively as Borrowers, and the other Loan Parties from time to time party hereto.

Black Diamond, Inc. – SECOND AMENDED AND RESTATED PROMISSORY NOTE (Revolving Loan) (November 4th, 2014)

For value received, Borrowers promise to pay to the order of Lender on the Maturity Date (or such earlier date as prescribed by and in accordance with the Loan Agreement referenced below) at Corporate Banking Group, One South Main, Suite 200, Salt Lake City, Utah 84111, the sum of thirty million dollars ($30,000,000.00) or such other principal balance as may be outstanding hereunder in lawful money of the United States with interest thereon calculated and payable as provided in this Second Amended and Restated Promissory Note (Revolving Loan) (this “Note”) and in that certain Second Amended and Restated Loan Agreement of even date herewith by and among Borrowers, the other Loan Parties from time to time party thereto, and Lender, together with any exhibits, amendments, addenda, and modifications (as amended, supplemented, restated, amended and restated, or otherwise modified from time to time and together with any exhibits, schedules and addendums thereto, the “Loan Agreement”).

Black Diamond, Inc. – EMPLOYMENT AGREEMENT (August 15th, 2014)

EMPLOYMENT AGREEMENT (the “Agreement”), dated as of August 11, 2014, between Black Diamond, Inc., a Delaware corporation (the “Company”), and Zeena Freeman (the “Employee”).

Black Diamond, Inc. – Peter Metcalf PO Box 680188 Park City, Utah 84068 (August 15th, 2014)

Reference is made to the Employment Agreement dated as of June 5, 2013, between Black Diamond, Inc. (the “Company”) and the undersigned (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement.

Black Diamond, Inc. – UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (July 28th, 2014)

The following unaudited pro forma condensed consolidated balance sheet and statements of operations are based upon the historical consolidated financial statements of Black Diamond, Inc. (“Black Diamond,” the “Company,” “we,” or “our”). The unaudited pro forma condensed consolidated financial information has been prepared to illustrate the effect of the sale (the “GMP Disposition”) by Black Diamond’s wholly owned subsidiary, Gregory Mountain Products, LLC (“Gregory”), of certain assets comprising Gregory’s business of designing, manufacturing, marketing, distributing and selling technical, alpine, backpacking, hiking, mountaineering and active trail products and accessories as well as outdoor-inspired lifestyle bags pursuant to an Asset Purchase Agreement dated as of June 18, 2014, by and among the Company, Gregory and Samsonite LLC. For a description of the GMP Disposition please see Note 1 of the unaudited pro forma condensed consolidated financial information.

Black Diamond, Inc. – ASSET PURCHASE AGREEMENT by and among SAMSONITE LLC, as Buyer, BLACK DIAMOND, INC., as Parent and GREGORY MOUNTAIN PRODUCTS, LLC, as Seller Dated as of June 18, 2014 (June 23rd, 2014)

ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 18, 2014, by and among Samsonite LLC, a Delaware limited liability company (“Buyer”), Gregory Mountain Products, LLC, a Delaware limited liability company (“Seller”) and Black Diamond, Inc., a Delaware corporation (“Parent”).

Black Diamond, Inc. – FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (March 4th, 2014)

This First Amendment to Amended and Restated Loan Agreement (this “Agreement”) is made and entered into as of February 28, 2014 (the “Amendment Effective Date”) by and among Black Diamond, Inc., a Delaware corporation (formerly known as Clarus Corporation, a Delaware corporation), Black Diamond Equipment, Ltd., a Delaware corporation, Black Diamond Retail, Inc., a Delaware corporation, Everest/Sapphire Acquisition, LLC, a Delaware limited liability company, Gregory Mountain Products, LLC, a Delaware limited liability company, POC USA, LLC, a Delaware limited liability company, PIEPS Service, LLC, a Delaware limited liability company, and BD European Holdings, LLC, a Delaware limited liability company (individually and collectively, as the context requires, the “Borrower”), and Zions First National Bank, a national banking association (“Lender”).

Black Diamond, Inc. – AMENDED AND RESTATED PROMISSORY NOTE (Term Loan) (March 4th, 2014)

For value received, Borrowers promise to pay to the order of Lender at Zions First National Bank Corporate Banking Group, One South Main Street, Suite 200, Salt Lake City, Utah 84133, the sum of $10,000,000 or such other principal balance as may be outstanding hereunder in lawful money of the United States with interest thereon calculated and payable as provided herein.

Black Diamond, Inc. – EMPLOYMENT AGREEMENT (June 6th, 2013)

EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 5, 2013, between Black Diamond, Inc., a Delaware corporation (the “Company”), and Warren B. Kanders (the “Employee”).

Black Diamond, Inc. – EMPLOYMENT AGREEMENT (June 6th, 2013)

EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 5, 2013, between Black Diamond, Inc., a Delaware corporation (the “Company”), and Peter Metcalf (the “Employee”).

Black Diamond, Inc. – EMPLOYMENT AGREEMENT (June 6th, 2013)

EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 5, 2013, between Black Diamond, Inc., a Delaware corporation (the “Company”), and Robert R. Schiller (the “Employee”).

Black Diamond, Inc. – AMENDED AND RESTATED LOAN AGREEMENT Between ZIONS FIRST NATIONAL BANK Lender and BLACK DIAMOND, INC. BLACK DIAMOND EQUIPMENT, LTD. BLACK DIAMOND RETAIL, INC. EVEREST/SAPPHIRE ACQUISITION, LLC GREGORY MOUNTAIN PRODUCTS, LLC POC USA, LLC PIEPS CORPORATION PIEPS SERVICE, LLC BD EUROPEAN HOLDINGS, LLC Co-Borrowers Effective Date: March 8, 2013 AMENDED AND RESTATED LOAN AGREEMENT (March 12th, 2013)
Black Diamond, Inc. – AMENDED AND RESTATED SUBORDINATION AGREEMENT (KANDERS) (March 12th, 2013)

This Amended and Restated Subordination Agreement (this “Agreement”) is made and entered into as of March 8, 2013 by Kanders GMP Holdings, LLC (“Creditor”), Black Diamond Equipment, Ltd., Black Diamond Retail, Inc., Black Diamond, Inc. (formerly known as Clarus Corporation) (“BDI”), Everest/Sapphire Acquisition, LLC, Gregory Mountain Products, LLC, POC USA, LLC, Pieps Corporation, PIEPS Service, LLC, and BD European Holdings, LLC (collectively, the “Borrowers”), and Zions First National Bank (“Lender”).

Black Diamond, Inc. – AMENDED AND RESTATED SUBORDINATION AGREEMENT (SCHILLER) (March 12th, 2013)

This Amended and Restated Subordination Agreement (this “Agreement”) is made and entered into as of March 8, 2013 by Deborah Schiller 2005 Revocable Trust Dated September 27, 2005 and Robert R. Schiller Cornerstone Trust Dated September 9, 2010, and Schiller Gregory Investment Company, LLC (collectively, the “Creditors”), Black Diamond Equipment, Ltd., Black Diamond Retail, Inc., Black Diamond, Inc. (formerly known as Clarus Corporation) (“BDI”), Everest/Sapphire Acquisition, LLC, Gregory Mountain Products, LLC, POC USA, LLC, Pieps Corporation, PIEPS Service, LLC, and BD European Holdings, LLC (collectively, the “Borrowers”), and Zions First National Bank (“Lender”).

Black Diamond, Inc. – AMENDED AND RESTATED PROMISSORY NOTE (Revolving Loan) (March 12th, 2013)

For value received, Borrowers promise to pay to the order of Lender at Zions First National Bank, Corporate Banking Group, One South Main Street, Suite 200, Salt Lake City, Utah 84133, the sum of $30,000,000 or such other principal balance as may be outstanding hereunder in lawful money of the United States with interest thereon calculated and payable as provided herein.

Black Diamond, Inc. – PROMISSORY NOTE (Term Loan) (March 12th, 2013)

For value received, Borrowers promise to pay to the order of Lender at Zions First National Bank Corporate Banking Group, One South Main Street, Suite 200, Salt Lake City, Utah 84133, the sum of $15,000,000 or such other principal balance as may be outstanding hereunder in lawful money of the United States with interest thereon calculated and payable as provided herein.