Assumption Agreement
Exhibit
10.3
This
Assumption Agreement (the “Agreement”) is made by Xxxxxxx Mountain Products,
LLC, a limited liability company organized and existing under the laws of the
State of Delaware(the “Additional Borrower”) and Zions First National Bank
(“Lender”).
Recitals
1. Black
Diamond Equipment, Ltd., Black Diamond Retail, Inc., Clarus Corporation, and
Everest/Sapphire Acquisition, LLC (individually and collectively the “Borrower”)
and Lender have entered into a Loan Agreement dated May 28, 2010 (the “Loan
Agreement”), pursuant to which Lender has loaned Borrower the sum of thirty-five
million dollars ($35,000,000.00), evidenced by a Promissory Note (Revolving Line
of Credit) dated May 28, 2010, in the original principal amount of thirty-five
million dollars ($35,000,000.00) (collectively, the “Loan”).
2. Additional
Borrower has been acquired by the Borrower.
3. Pursuant
to the terms of the Loan Agreement, Additional Borrower is required to become a
Borrower under the Loan Agreement.
4. Additional
Borrower desires to agree and consent to become bound by the Loan.
Agreement
For good
and valuable consideration, receipt of which is hereby acknowledged, Additional
Borrower agrees as follows:
1. Additional Borrower
Agreement. Additional Borrower hereby agrees and becomes bound
by each of the Loan Documents (as defined in the Loan Agreement) as if
Additional Borrower has executed and delivered the Loan Documents as Borrower at
the time the Loan Documents were executed by the other parties
thereto. Additional Borrower will executed and deliver a Substitute
Promissory Note as provided in the Loan Documents.
2. Consideration Among
Co-Borrowers. Additional Borrower acknowledges and agrees that
it has become a part of the financial enterprise described in Section 2.3 Consideration Among
Co-Borrowers of the Loan Agreement and the considerations recited therein
are applicable to Additional Borrower.
3. Representations and
Warranties of Additional Borrower. Additional Borrower
represents and warrants that it is a limited liability company, duly organized
and existing in good standing under the laws of the State of
Delaware
4. Loan Documents
Remain in Full
Force and Effect. The Loan Documents continue in full force
and effect and remain unchanged, except as specifically modified by this
Agreement.
5. Counterparts. Borrower
agrees that this Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same document. Signature and acknowledgment pages may be
detached from the counterparts and attached to a single copy of this Agreement
to physically form one document.
6. Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Utah, without giving effect to
conflicts of law principles.
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Dated:
May __, 2010.
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Additional
Borrower:
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Xxxxxxx
Mountain Products, LLC
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By:
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/s/ Xxxxx Xxxxxxx
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Name:
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Xxxxx
Xxxxxxx
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Title:
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President
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Zions
First National Bank:
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/s/
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Xxxxxxx X. Xxxxxx
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Xxxxxxx
X. Xxxxxx
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Senior
Vice
President
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