TERM LOAN CREDIT AGREEMENT dated as of April 15, 2014, among BAUER PERFORMANCE SPORTS LTD., as BORROWER, VARIOUS LENDERS,Term Loan Credit Agreement • August 27th, 2015 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New Hampshire
WHEREAS, the Company desires to continue to employ the Executive, and the Executive desires to continue to provide services to the Company, on the terms and conditions set forth in this Agreement;
SHAREHOLDER NOMINATION AGREEMENTShareholder Nomination Agreement • March 28th, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • British Columbia
This Shareholder Nomination Agreement, dated March 28, 2016 (this “Agreement”), is by and between Sagard Capital Partners, L.P., a Delaware limited partnership (“Sagard Capital”), and Performance Sports Group Ltd. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Performance Sports Group Ltd. Deferred Stock Unit Award AgreementDeferred Stock Unit Award Agreement • January 14th, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
This Deferred Stock Unit Award Agreement (this “Agreement”), dated as of [DATE], is made by and between Performance Sports Group Ltd., a corporation organized under the laws of British Columbia, Canada (the “Company”), and [NAME] (the “Grantee”).
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 2nd, 2017 • Performance Sports Group Ltd. • Sporting & athletic goods, nec
THIS SECOND AMENDMENT TO THE ASSET PURCHASE AGREEMENT (this “Second Amendment”) is dated as of February 23, 2017, among Performance Sports Group Ltd., an entity formed under the Laws of British Columbia (the “Company”), the Subsidiaries of the Company listed on the signature pages hereto (collectively, together with the Company, “Sellers”), 9938982 Canada Inc., a corporation organized under the Laws of Canada (“Purchaser”), and the Designated Purchasers (as defined below, and together with Sellers and Purchaser, the “Parties”).
ABL CREDIT AGREEMENT dated as of April 15, 2014,Abl Credit Agreement • August 27th, 2015 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
* CONFIDENTIAL PORTIONS HAVE BEEN OMITTED PURSUANT TO REQUEST FOR CONFIDENTIAL TREATMENT AND THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. OMITTED MATERIAL IS MARKED WITH "[REDACTED]".
FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 19th, 2014 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
The undersigned understands that Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC (the “Joint Bookrunners”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Performance Sports Group Ltd. (f/k/a Bauer Performance Sports Ltd.), a British Columbia corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Joint Bookrunners, of common shares of the Company (the “Common Shares”).
AMENDMENT NO. 1 TO SUPERPRIORITY DEBTOR-IN-POSSESSIONSuperpriority Debtor-in-Possession Term Loan Credit Agreement • November 21st, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
AMENDMENT NO. 1 TO SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT (this “Amendment”) dated as of November 15, 2016 to the Superpriority Debtor-In-Possession Term Loan Credit Agreement dated as of October 31, 2016 (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) among Performance Sports Group Ltd., the other Credit Parties (as defined therein) from time to time party thereto, the financial institutions from time to time party thereto as Lenders (the “Lenders”, and each, a “Lender”), and 9938982 Canada Inc., as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”) for the Lenders.
Performance Sports Group Ltd. Nonqualified Stock Option Award Agreement Mark J. VendettiNonqualified Stock Option Award Agreement • January 20th, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
This Nonqualified Stock Option Award Agreement (this "Agreement"), dated as of January 20, 2016 (the "Date of Grant"), is made by and between Performance Sports Group Ltd., a corporation organized under the laws of British Columbia, Canada (the "Company"), and Mark J. Vendetti (the "Grantee").
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 31st, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of August 29, 2016 to the Term Loan Credit Agreement dated as of April 15, 2014 (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) among Performance Sports Group Ltd. (f/k/a Bauer Performance Sports Ltd.), the other Credit Parties (as defined therein) from time to time party thereto, and Bank of America, N.A. as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”) for the lenders from time to time party thereto.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 27th, 2015 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
AMENDMENT (this “Amendment”) dated as of July 14, 2015 to the ABL Credit Agreement dated as of April 15, 2014 (the “Credit Agreement”) among Performance Sports Group Ltd. (f/k/a Bauer Performance Sports Ltd.), Bauer Hockey Corp., Bauer Hockey, Inc., the Subsidiary Borrowers party thereto, various Lenders and Bank of America, N.A., as Administrative Agent and Collateral Agent.
AMENDMENT NO. 1 TO SUPERPRIORITY DEBTOR-IN-POSSESSION ABL CREDIT AGREEMENTSuperpriority Debtor-in-Possession Abl Credit Agreement • November 21st, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
AMENDMENT NO. 1 TO SUPERPRIORITY DEBTOR-IN-POSSESSION ABL CREDIT AGREEMENT (this “Amendment”) dated as of November 15, 2016 to the Superpriority Debtor-In-Possession ABL Credit Agreement dated as of October 31, 2016 (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) among Performance Sports Group Ltd., the other Credit Parties (as defined therein) from time to time party thereto, the financial institutions from time to time party thereto as Lenders (the “Lenders” , and each, a “Lender”), and Bank of America, N.A. as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”) for the Lenders.
Performance Sports Group Ltd. Nonqualified Stock Option Award AgreementNonqualified Stock Option Award Agreement • January 14th, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
This Nonqualified Stock Option Award Agreement (this “Agreement”), dated as of [DATE] (the “Date of Grant”), is made by and between Performance Sports Group Ltd., a corporation organized under the laws of British Columbia, Canada (the “Company”), and [NAME] (the “Grantee”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 9th, 2017 • Performance Sports Group Ltd. • Sporting & athletic goods, nec
THIS FIRST AMENDMENT TO THE ASSET PURCHASE AGREEMENT (this “Amendment”), is dated as of January 6, 2017, among Performance Sports Group Ltd., an entity formed under the Laws of British Columbia (the “Company”), the Subsidiaries of the Company listed on the signature pages hereto (collectively, together with the Company, “Sellers”) and 9938982 Canada Inc., a corporation organized under the Laws of Canada (“Purchaser”).
Performance Sports Group Ltd. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • January 14th, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
This Restricted Stock Unit Award Agreement (this “Agreement”), dated as of [DATE] (the “Date of Grant”), is made by and between Performance Sports Group Ltd., a corporation organized under the laws of British Columbia, Canada (the “Company”), and [NAME] (the “Grantee”).
ASSET PURCHASE AGREEMENT BY AND AMONG PERFORMANCE SPORTS GROUP LTD. AND THE OTHER ENTITIES IDENTIFIED HEREIN AS SELLERS AND 9938982 CANADA INC. DATED AS OF OCTOBER 31, 2016Asset Purchase Agreement • October 31st, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
This Asset Purchase Agreement, dated as of October 31, 2016, is entered into by and among Performance Sports Group Ltd., an entity formed under the Laws of British Columbia (the “Company”), the Subsidiaries of the Company listed in Exhibit A hereto (collectively, together with the Company, “Sellers”) and 9938982 Canada Inc., a corporation organized under the Laws of Canada (“Purchaser”).
TRADEMARK LICENSE AGREEMENT (VAPOR®) AMONG NIKE, INC.,Trademark License Agreement • August 27th, 2015 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • Oregon
This TRADEMARK LICENSE AGREEMENT (this “Agreement”), effective as of April __, 2008 (the “Agreement Effective Date”), is among NIKE, Inc., an Oregon corporation (“NIKE, Inc.”), NIKE International Limited, a corporation organized under the laws of Bermuda (“NIL”), NIKE Bauer Hockey Corp., a Nova Scotia unlimited company (“Licensee”), and, solely for the purposes of Section 3, Buyer (as defined below).
9938982 CANADA INC.Extension of Deadline for Bid Procedures Motion • November 23rd, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec
THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT AND AGREEMENTAsset Purchase Agreement • March 2nd, 2017 • Performance Sports Group Ltd. • Sporting & athletic goods, nec
THIS THIRD AMENDMENT TO THE ASSET PURCHASE AGREEMENT AND AGREEMENT (this “Amendment”) is dated as of February 27, 2017, among Performance Sports Group Ltd., an entity formed under the Laws of British Columbia (the “Company”), the Subsidiaries of the Company listed on the signature pages hereto (collectively, together with the Company, “Sellers”), 9938982 Canada Inc., a corporation organized under the Laws of Canada (“Purchaser”), and the Designated Purchasers (as defined below, and together with Sellers and Purchaser, the “Parties”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • August 31st, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) dated as of August 29, 2016 to the ABL Credit Agreement dated as of April 15, 2014 (as amended by Amendment No. 1 to Credit Agreement and as further amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) among Performance Sports Group Ltd. (f/k/a Bauer Performance Sports Ltd.), the other Credit Parties (as defined therein) from time to time party thereto, and Bank of America, N.A. as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”) for the lenders from time to time party thereto.
AMENDMENT NO. 2 TO SUPERPRIORITY DEBTOR-IN-POSSESSION ABL CREDIT AGREEMENTSuperpriority Debtor-in-Possession Abl Credit Agreement • November 23rd, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
AMENDMENT NO. 2 TO SUPERPRIORITY DEBTOR-IN-POSSESSION ABL CREDIT AGREEMENT (this “Amendment”) dated as of November 21, 2016 to the Superpriority Debtor-In-Possession ABL Credit Agreement dated as of October 31, 2016 (as amended, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) among Performance Sports Group Ltd., the other Credit Parties (as defined therein) from time to time party thereto, the financial institutions from time to time party thereto as Lenders (the “Lenders” , and each, a “Lender”), and Bank of America, N.A. as administrative agent and collateral agent (in such capacities, together with its successors and assigns in such capacities, the “Administrative Agent”) for the Lenders.
Performance Sports Group Ltd. Restricted Stock Unit Award Agreement Mark J. VendettiRestricted Stock Unit Award Agreement • January 20th, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New York
This Restricted Stock Unit Award Agreement (this "Agreement"), dated as of January 20, 2016 (the "Date of Grant"), is made by and between Performance Sports Group Ltd., a corporation organized under the laws of British Columbia, Canada (the "Company"), and Mark J. Vendetti (the "Grantee").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 14th, 2016 • Performance Sports Group Ltd. • Sporting & athletic goods, nec • New Hampshire
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between Bauer Hockey, Inc., a Vermont corporation (the “Company”), and Mark J. Vendetti (the “Executive”), effective as of December 14, 2015 (the “Effective Date”).
