Academy Sports and Outdoors, Inc. [ 🌑 ] Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting 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
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 JOINDERSharing 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.
NOTES SECURITY AGREEMENTNotes 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 AGREEMENTExecution 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.
LIEN SHARING AND PRIORITY CONFIRMATION JOINDERSharing 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. (“MSSF”), 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.
