AMENDMENT NO. 2 TO SUPERPRIORITY DEBTOR-IN-POSSESSION ABL CREDIT AGREEMENT

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.

W I T N E S S E T H :

WHEREAS, pursuant to Section 12.10 of the Credit Agreement, the Credit Parties, the Administrative Agent and the Lenders identified on the signature pages attached hereto (the “Consenting Lenders”) desire to amend the Credit Agreement as set forth herein,

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties signatory hereto agree as follows:

SECTION 1.  Defined Terms; References.  This Amendment is a Credit Document.  This Amendment and the Credit Agreement shall be construed collectively and in the event that any term, provision or condition of any of such documents is inconsistent with or contradictory to any term, provision or condition of any other such document, the terms, provisions and conditions of this Amendment shall supersede and control the terms, provisions and conditions of the Credit Agreement.  Unless otherwise specifically defined herein, each term used herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.  Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement, and each reference to “the Credit Agreement”, “thereunder”, “therein” and “thereof” and each other similar reference contained in the other Credit Documents, shall, after this Amendment becomes effective, refer to the Credit Agreement as amended hereby.

SECTION 2.  Amendment.  Subject to the satisfaction of the conditions precedent set forth in Section 4 below, Section 8.15(c) of the Credit Agreement is hereby amended by replacing “twenty-one (21) days after the Petition Date” where it appears therein with “thirty (30) days after the Interim Financing Order Date” so that Section 8.15(c) reads in its entirety as follows:

SECTION 3.  Representations and Warranties.  Each Credit Party hereby represents and warrants that each of the representations and warranties made by any Credit Party set forth in Article 7 of the Credit Agreement or in any other Credit Document are true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in

 

 

which case such representations and warranties were true and correct in all material respects as of such date (without duplication of any materiality standard set forth in any such representation or warranty).

SECTION 4.  Conditions Precedent.  The amendment to the Credit Agreement set forth in Section 2 hereof shall become effective, as of the date hereof, upon satisfaction of the following conditions precedent:

SECTION 5.  Effect on Credit Documents.  The Credit Agreement (as amended hereby) and the other Credit Documents (as amended on the date hereof) shall be and remain in full force and effect in accordance with their terms and hereby are ratified and confirmed in all respects.  Except as expressly set forth herein or in any amendment to any other Credit Document executed or delivered on the date hereof, the execution, delivery, and performance of this Amendment shall not operate as a waiver or an amendment of any right, power, or remedy of the Administrative Agent or any Lender under the Credit Agreement or any other Credit Document, as in effect prior to the date hereof.  Each Credit Party hereby ratifies and confirms in all respects all of its obligations under the Credit Agreement (as amended hereby) and the other Credit Documents to which it is a party.

SECTION 6.  No Novation; Entire Agreement.  This Amendment evidences solely the amendment of the terms and provisions of the obligations of Credit Parties under the Credit Documents and is not a novation or discharge thereof.  There are no other understandings, express or implied, among Credit Parties, the Administrative Agent and the Lenders regarding the subject matter hereof or thereof.

 

 

the Credit Parties under, in connection with, or related to, the Credit Documents.  Each Credit Party wishes to eliminate any possibility that any past conditions, acts, omissions, events, circumstances or matters would impair or otherwise adversely affect any Released Party’s rights, interests, contracts, collateral security or remedies under, in connection with, or related to, the Credit Documents.  Therefore, each Credit Party unconditionally releases, waives and forever discharges (x) any and all liabilities, obligations, duties, promises or indebtedness of any kind of any Released Party to any Credit Party and (y) all claims, offsets, causes of action, suits or defenses of any kind whatsoever (if any), whether arising at law or in equity, whether known or unknown, which any Credit Party might otherwise have against the Administrative Agent or any of the other Released Parties, in either case under clause (x) or (y) above, on account of any past or presently existing condition, act, omission, event, contract, liability, obligation, indebtedness, claim, cause of action, defense, circumstance or matter of any kind under, in connection with, or related to, the Credit Documents.

SECTION 9.  Governing Law.  Except to the extent governed by the Bankruptcy Code, this Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles, but including Section 5-1401 of the New York General Obligations Law.

SECTION 10.  Counterparts; Facsimile Transmission.  This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile, pdf or electronic signature shall be as effective as delivery of a manually executed counterpart of this Amendment.

SECTION 11.  Payment of Costs and Expenses.  The Credit Parties agree, pursuant to the terms of Section 12.01 of the Credit Agreement, to pay on demand all reasonable invoiced out-of-pocket costs and expenses of the Lenders and the Administrative Agent incurred in connection with the transactions contemplated hereby to the extent not previously paid or paid on the date hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

 

CREDIT PARTIES:	PERFORMANCE SPORTS GROUP LTD.
	BAUER HOCKEY, INC.
	BAUER HOCKEY CORP.
	BAUER HOCKEY RETAIL INC.
	BAUER HOCKEY RETAIL CORP.
	BAUER PERFORMANCE SPORTS UNIFORMS INC.
	BAUER PERFORMANCE SPORTS UNIFORMS CORP.
	BPS DIAMOND SPORTS INC.
	BPS DIAMOND SPORTS CORP.
	BPS US HOLDINGS INC.
	BPS CANADA INTERMEDIATE CORP.
	EASTON BASEBALL / SOFTBALL INC.
	EASTON BASEBALL / SOFTBALL CORP.
	KBAU HOLDINGS CANADA, INC.
	PERFORMANCE LACROSSE GROUP INC.
	PERFORMANCE LACROSSE GROUP CORP.
	PSG INNOVATION INC.
	PSG INNOVATION CORP.
	By:	/s/ Michael J. Wall
	Name:	Michael J. Wall
	Title:	Executive Vice President, General Counsel & Corporate Secretary

	BANK OF AMERICA, N.A. (acting through its Canada Branch),
	as a Lender
	By:	/s/ Sylwia Durkiewicz
	Name:	Sylwia Durkiewicz
	Title:	Vice President

[Signature Page to Amendment No. 2 to ABL DIP Credit Agreement]

	FIFTH THIRD BANK, as a Lender
	By:	/s/ David M. Redden
	Name:	David M. Redden
	Title:	Vice President

	JPMORGAN CHASE BANK, N.A.,
	as a Lender
	By:	/s/ Thomas G. Williams
	Name:	Thomas G. Williams
	Title:	Authorized Officer

	JPMORGAN CHASE BANK, N.A. (acting through its Toronto Branch),
	as a Lender
	By:	/s/ M. N. Tam
	Name:	M. N. Tam
	Title:	Senior Vice President