PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 4th, 1996 • Winnebago Industries Inc • Motor homes • Oklahoma
EXHIBIT 10n. EXECUTIVE CHANGE OF CONTROL AGREEMENTChange of Control Agreement • April 9th, 2001 • Winnebago Industries Inc • Motor homes • Iowa
RECITALSubordination Agreement • July 11th, 2003 • Winnebago Industries Inc • Motor homes
CREDIT AGREEMENT dated as of November 8, 2016 among WINNEBAGO INDUSTRIES, INC. WINNEBAGO OF INDIANA, LLC GRAND DESIGN RV, LLC The Other Loan Parties Party Hereto The Lenders Party HeretoCredit Agreement • November 14th, 2016 • Winnebago Industries Inc • Motor homes • New York
CREDIT AGREEMENT (this “Agreement”) dated as of November 8, 2016 among WINNEBAGO INDUSTRIES, INC., WINNEBAGO OF INDIANA, LLC and, after giving effect to the Grand Design Acquisition (as defined below) on the Effective Date, GRAND DESIGN RV, LLC, as Borrowers, the other LOAN PARTIES from time to time party hereto, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
ARTICLE II REPRESENTATIONS AND WARRANTIESCredit Agreement • November 21st, 2000 • Winnebago Industries Inc • Motor homes
ContractCredit Agreement • October 23rd, 2019 • Winnebago Industries Inc • Motor homes • Indiana
and each Guarantor named hereinIndenture • July 9th, 2020 • Winnebago Industries Inc • Motor homes • New York
Winnebago Industries, Inc. and U.S. Bank Trust Company, National Association as Trustee INDENTURE Dated as of January 23, 2024 3.250% Convertible Senior Notes due 2030Indenture • January 23rd, 2024 • Winnebago Industries Inc • Motor homes • New York
INDENTURE, dated as of January 23, 2024, between Winnebago Industries, Inc., a Minnesota corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
CREDIT AGREEMENT Dated as of October 31, 2012 by and among WINNEBAGO INDUSTRIES, INC. and WINNEBAGO OF INDIANA, LLC, as the Borrowers, THE OTHER PERSONS PARTY HERETO FROM TIME TO TIME THAT ARE DESIGNATED AS CREDIT PARTIES, GENERAL ELECTRIC CAPITAL...Credit Agreement • November 5th, 2012 • Winnebago Industries Inc • Motor homes • Illinois
EXHIBIT 10p. EXECUTIVE CHANGE OF CONTROL AGREEMENTControl Agreement • April 9th, 2001 • Winnebago Industries Inc • Motor homes • Iowa
WITNESSETH:Winnebago Industries Inc • November 22nd, 1995 • Motor homes • Pennsylvania
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 15, 2022 among WINNEBAGO INDUSTRIES, INC. WINNEBAGO OF INDIANA, LLC GRAND DESIGN RV, LLC NEWMAR CORPORATION The Other Loan Parties Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK,...Credit Agreement • July 19th, 2022 • Winnebago Industries Inc • Motor homes • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of July 15, 2022 by and among WINNEBAGO INDUSTRIES, INC., WINNEBAGO OF INDIANA, LLC, GRAND DESIGN RV, LLC and NEWMAR CORPORATION, as Borrowers, the other LOAN PARTIES from time to time party hereto, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
EXHIBIT 10s. EXECUTIVE CHANGE OF CONTROL AGREEMENTChange of Control Agreement • April 9th, 2001 • Winnebago Industries Inc • Motor homes • Iowa
AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • October 27th, 2009 • Winnebago Industries Inc • Motor homes • Iowa
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of December 17, 2008, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the “Company”), and Robert L. Gossett (the “Executive”).
EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • December 26th, 2017 • Winnebago Industries Inc • Motor homes • Iowa
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of December 22, 2017, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the "Company"), and Bryan Hughes (the "Executive").
EXHIBIT 10t. EXECUTIVE CHANGE OF CONTROL AGREEMENTControl Agreement • November 21st, 2001 • Winnebago Industries Inc • Motor homes • Iowa
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 14th, 2016 • Winnebago Industries Inc • Motor homes • New York
Intercreditor Agreement (this “Agreement”), dated as of November 8, 2016, among JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, with its successors and assigns in such capacity, and as more specifically defined below, the “ABL Representative”) for the ABL Secured Parties (as defined below), JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, with its successors and assigns in such capacity, and as more specifically defined below, the “Term Loan Representative”) for the Term Loan Secured Parties (as defined below), and each of the Loan Parties (as defined below) party hereto.
EXHIBIT 99 RULE 10b5-1 TRADING PLAN This Trading Plan dated November 12, 2003, (the "Trading Plan") is entered into between HANSON CAPITAL PARTNERS, LLC ("Seller") and BESSEMER TRUST COMPANY OF FLORIDA ("Bessemer"), acting as agent, for the purpose of...Trading Plan • November 14th, 2003 • Winnebago Industries Inc • Motor homes • New York
EXHIBIT 4d. FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 9th, 2001 • Winnebago Industries Inc • Motor homes
LOAN AGREEMENT dated as of November 8, 2016 among WINNEBAGO INDUSTRIES, INC. OCTAVIUS CORPORATION The Other Loan Parties Party Hereto The Lenders Party HeretoLoan Agreement • November 14th, 2016 • Winnebago Industries Inc • Motor homes • New York
LOAN AGREEMENT (this “Agreement”) dated as of November 8, 2016 among WINNEBAGO INDUSTRIES, INC., as Company, OCTAVIUS CORPORATION, as Borrower, the other LOAN PARTIES from time to time party hereto, the LENDERS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
RECITALS:Change of Control Agreement • April 11th, 2003 • Winnebago Industries Inc • Motor homes • Iowa
Winnebago Industries, Inc.Purchase Agreement • November 4th, 2019 • Winnebago Industries Inc • Motor homes • New York
Winnebago Industries, Inc., an Iowa corporation (the “Company”), proposes, subject to the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several Initial Purchasers named in Schedule I hereto (the “Purchasers”) an aggregate of $270,000,000 principal amount of its 1.50% Convertible Senior Notes due 2025 (the “Firm Securities”) and, at the option of the Purchasers, up to an additional $30,000,000 aggregate principal amount of its 1.50% Convertible Senior Notes due 2025 (the “Optional Securities”) if and to the extent that the Purchasers shall exercise the option to purchase such Optional Securities granted to the Purchasers in Section 2 hereof. The Firm Securities and the Optional Securities are herein referred to collectively as the “Securities.” The Securities will be convertible into cash, shares of common stock, par value $0.50 per share, of the Company (“Stock”), or a combination of cash and shares of Stock, at the option of the Company,
WELLS FARGO BUSINESS CREDIT CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 29th, 2008 • Winnebago Industries Inc • Motor homes • Minnesota
Standing or Certificate of Status issued by the secretary of state or other appropriate authority for Company’s state of organization, certifying that Company is in good standing and in compliance with all applicable organizational requirements of the state of organization, and (v) a Secretary’s Certificate of Company’s secretary or assistant secretary certifying that the Certificate of Authority of Company is true, correct and complete.
WINNEBAGO INDUSTRIES, INC. Restricted Stock Unit Award Agreement (Non-Employee Director)Restricted Stock Unit Award Agreement • October 18th, 2023 • Winnebago Industries Inc • Motor homes • Iowa
Winnebago Industries, Inc. (the “Company”), pursuant to its 2019 Omnibus Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been made available to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
WINNEBAGO INDUSTRIES, INC. Performance Stock Unit AgreementOmnibus Incentive Plan • December 20th, 2023 • Winnebago Industries Inc • Motor homes • Iowa
Winnebago Industries, Inc. (the “Company”), pursuant to its 2019 Omnibus Incentive Plan (the “Plan”), hereby grants an award of Performance Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Performance Stock Unit Agreement (the “Agreement”), consisting of this cover page, the Terms and Conditions on the following pages, the attached Exhibit 1 and any Exhibit subsequently provided for the second or third Sub-Performance Period (together with Exhibit 1, the “Exhibits”), and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
ContractCredit Agreement • December 20th, 2019 • Winnebago Industries Inc • Motor homes • New York
EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • October 23rd, 2012 • Winnebago Industries Inc • Motor homes • Iowa
This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of June 20, 2012, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the "Company"), and Scott C. Folkers (the "Executive").
WINNEBAGO INDUSTRIES, INC. Restricted Stock Unit Award Agreement (Executives)Restricted Stock Unit Award Agreement • October 18th, 2023 • Winnebago Industries Inc • Motor homes • Iowa
Winnebago Industries, Inc. (the “Company”), pursuant to its 2019 Omnibus Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
EXHIBIT 10r. EXECUTIVE CHANGE OF CONTROL AGREEMENTChange of Control Agreement • April 9th, 2001 • Winnebago Industries Inc • Motor homes • Iowa
CONSULTING AGREEMENTConsulting Agreement • October 5th, 2016 • Winnebago Industries Inc • Motor homes • Iowa
THIS CONSULTING AGREEMENT (“Agreement”) is made and entered as of October 2, 2016, by and between Winnebago Industries, Inc., (the “Parent Company”), and Ron Fenech (“Fenech”).
WINNEBAGO INDUSTRIES, INC. Restricted Stock Unit Award Agreement (Executives)Solicitation Agreement • October 19th, 2022 • Winnebago Industries Inc • Motor homes • Iowa
Winnebago Industries, Inc. (the “Company”), pursuant to its 2019 Omnibus Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, the Confidentiality, Intellectual Property Assignment, Non-Competition and Non-Solicitation Agreement, attached hereto as Exhibit 1, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
LEASE AGREEMENTLease Agreement • December 29th, 2016 • Winnebago Industries Inc • Motor homes • Indiana
THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of November 8, 2016 (the “Lease Date”), by and between THREE OAKS, LLC (“Landlord”) and GRAND DESIGN RV, LLC (“Tenant”). This lease supersedes and replaces all prior leases affecting the Premises, all of which are hereby terminated.
INVENTORY FINANCE AGREEMENT BETWEEN WINNEBAGO INDUSTRIES, INC. AND GREEN TREE FINANCIAL SERVICING CORPORATION (AND ITS AFFILIATES)Inventory Finance Agreement • November 21st, 2000 • Winnebago Industries Inc • Motor homes • Georgia
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENTNon-Competition, Non-Solicitation • October 5th, 2016 • Winnebago Industries Inc • Motor homes • Delaware
This Non-competition, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (this “Agreement”) is entered into as of October 2, 2016 (the “Effective Date”), by and among (i) Octavius Corporation, a Delaware corporation (“Buyer”), (ii) Winnebago Industries, Inc., an Iowa corporation (“Parent”), (iii) Grand Design RV, LLC, an Indiana limited liability company (the “Company” and together with Buyer and Parent, also referred to herein as a “Protected Party” and the “Protected Parties”), and (iv) RDB III, Inc., an Indiana corporation (“RDB”), Ron Fenech (“R. Fenech”), Bill Fenech (“B. Fenech”), and Donald Clark (“D. Clark” and together with R. Fenech and B. Fenech, the “Shareholders”) (each party in this clause (iv), a “Restricted Party” and, collectively, the “Restricted Parties”).
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • December 12th, 2017 • Winnebago Industries Inc • Motor homes • New York
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”), dated as of December 8, 2017, is entered into by and among Winnebago Industries, Inc., an Iowa corporation (the “Company”), Winnebago of Indiana, LLC, an Iowa limited liability company (“Winnebago of Indiana”), Grand Design RV, LLC, an Indiana limited liability company (“Grand Design”; the Company, Winnebago of Indiana and Grand Design are collectively referred to herein as the “Borrowers”), the other Loan Parties party hereto, the financial institutions party hereto as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement referenced below.
