AssumptionAgreement

Exhibit 10.3

This Assumption Agreement (the “Agreement”) is made by Gregory 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”).

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.

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.