Malibu Boats, Inc. Sample Contracts
MALIBU BOATS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ___________, 20__ Debt SecuritiesIndenture • May 2nd, 2024 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
CREDIT AGREEMENT dated as of June 28, 2017 amongCredit Agreement • June 29th, 2017 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2017, by and among MALIBU BOATS, LLC, a Delaware limited liability company (the “Borrower”), MALIBU BOATS HOLDINGS, LLC, a Delaware limited liability company (the “Parent”), the other Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 2, 2015 among MALIBU BOATS, LLC, as the Borrower MALIBU BOATS HOLDINGS, LLC as the Parent and a Guarantor THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the other Guarantors THE LENDERS...Credit Agreement • April 2nd, 2015 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of April 2, 2015, by and among MALIBU BOATS, LLC, a Delaware limited liability company (the “Borrower”), MALIBU BOATS HOLDINGS, LLC, a Delaware limited liability company (the “Parent”), the other Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 13th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [ ], by and between Malibu Boats, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
2,000,000 Shares of Class A Common Stock MALIBU BOATS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 14th, 2017 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
Malibu Boats, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,000,000 shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”).
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 8, 2022 among MALIBU BOATS, LLC, as the Borrower MALIBU BOATS HOLDINGS, LLC, as the Parent and a Guarantor THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the other Guarantors THE...Credit Agreement • July 12th, 2022 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of July 8, 2022, by and among MALIBU BOATS, LLC, a Delaware limited liability company (the “Borrower”), MALIBU BOATS HOLDINGS, LLC, a Delaware limited liability company (the “Parent”), the other Guarantors (defined herein), the Lenders (defined herein), and TRUIST BANK (successor by merger to SunTrust Bank), in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
4,000,000 Shares of Class A Common Stock MALIBU BOATS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
Malibu Boats, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”), severally and not jointly, propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 4,000,000 shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), of which (a) 3,195,887 shares are to be issued and sold by the Company (the “Firm Company Shares”), and (b) 804,113 shares are to be sold by the Selling Stockholders (the “Firm Selling Stockholders Shares”), each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder’s name in Schedule II hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Tennessee
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 5, 2014 (the “Effective Date”), by and between Malibu Boats, Inc., a Delaware corporation (the “Company”), and Wayne Wilson, an individual (“Executive”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of February 5, 2014, is hereby entered into by and among Malibu Boats, Inc., a Delaware corporation (the “Corporation”), Malibu Boats Holdings, LLC, a Delaware limited liability company (“Holdings”), and each of the Members (as defined herein).
3,475,005 Shares of Class A Common Stock MALIBU BOATS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 2015 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
Certain stockholders of Malibu Boats, Inc., a Delaware corporation (the “Company”), named in Schedule II hereto (the “Selling Stockholders”), severally and not jointly, propose, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,475,005 shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder’s name in Schedule II hereto.
THIRD AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • July 12th, 2022 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
THIS THIRD AMENDED AND RESTATED SECURITY AGREEMENT (the “Security Agreement”) dated as of July 8, 2022 among MALIBU BOATS, LLC, a Delaware limited liability company (the “Borrower”), the other Debtors listed on the signature pages hereto (collectively, the “Debtors”), and TRUIST BANK, a Georgia state banking corporation, in its capacity as Administrative Agent for the holders of the Indebtedness (defined below) (“Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Tennessee
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 28, 2011 (the “Effective Date”), by and between Malibu Boats LLC, a Delaware limited liability company (the “Company”) and Richie Anderson, an individual (“Executive”).
EXCHANGE AGREEMENTExchange Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
MALIBU BOATS HOLDINGS, LLC FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 5, 2014Limited Liability Company Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Malibu Boats Holdings, LLC, a Delaware limited liability company (the “Company”), dated and effective as of February 5, 2014 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Company and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to any Member shall include such Member’s Successors in Interest to the extent such Successors in Interest have become Substituted Members in accordance with the provisions of this Agreement.
VOTING AGREEMENTVoting Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of February 5, 2014, by and among Malibu Boats, Inc., a Delaware corporation (the “Company”), Black Canyon Management LLC, a Delaware limited liability company (“Black Canyon”), and Jack D. Springer, a resident of the State of Texas, Wayne D. Wilson, a resident of the State of Tennessee, and Ritchie L. Anderson, a resident of the State of Tennessee (collectively, “Management”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 5, 2014, by and among Malibu Boats, Inc., a Delaware corporation (the “Company”), Black Canyon Management LLC, a Delaware limited liability company (“Black Canyon”), Black Canyon Direct Investment Fund L.P., a Delaware limited partnership, Black Canyon Investments L.P., a Delaware limited partnership, Canyon Value Realization Fund, L.P., a Delaware limited partnership, The Canyon Value Realization Master Fund, L.P., a Cayman Islands limited partnership, and Loudon Partners, LLC, a Delaware limited liability company.
EXCHANGE AGREEMENTExchange Agreement • February 6th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
CREDIT AGREEMENT dated as of July 16, 2013 among MALIBU BOATS, LLC, as the Borrower MALIBU BOATS HOLDINGS, LLC as the Parent and a Guarantor THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the other Guarantors THE LENDERS FROM TIME TO TIME...Credit Agreement • January 8th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2013, by and among MALIBU BOATS, LLC, a Delaware limited liability company (the “Borrower”), MALIBU BOATS HOLDINGS, LLC, a Delaware limited liability company (the “Parent”), the other Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
MASTER LEASE AGREEMENTMaster Lease Agreement • December 13th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • Arizona
THIS MASTER LEASE AGREEMENT (this “Lease”) is made as of March 31, 2008 (the “Effective Date”), by and between SPIRIT MASTER FUNDING IV, LLC, a Delaware limited liability company (“Lessor”), whose address is 14631 N. Scottsdale Road, Suite 200, Scottsdale, Arizona 85254-2711, and MALIBU BOATS, LLC, a Delaware limited liability company (“Lessee”), whose address is One Malibu Court, Merced, California 95340. Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.
UNIT PURCHASE AGREEMENT dated as of June 28, 2017 by and among MALIBU BOATS, LLC, COBALT BOATS, LLC, and THE OTHER PARTIES HERETOUnit Purchase Agreement • June 29th, 2017 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of June 28, 2017 (the “Agreement Date”), by and among Malibu Boats, LLC, a Delaware limited liability company (“Buyer”); Cobalt Boats, LLC, a Delaware limited liability company (“Company”); each of William Paxson St. Clair, Jr.; Mary Whitney Callan; and FE II, Inc., a Kansas corporation (collectively, the “Unitholders” or “Sellers”); and, with respect to those provisions set forth above their respective signatures below, each of William Paxson (Pack) St. Clair, Jill St. Clair, Sean Callan, William Paxson St. Clair Trust (the “Pack Trust”), Jill Petrie St. Clair Trust (the “Jill Trust”), St. Clair Cellars, LLC, a Kansas limited liability company, and Malibu Boats, Inc., a Delaware corporation. Each of the foregoing is referred to as a “Party” and collectively as the “Parties.”
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 9th, 2016 • Malibu Boats, Inc. • Ship & boat building & repairing
This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of August 15, 2016 (this “Agreement”), is entered into by and among Malibu Boats, LLC, a Delaware limited liability company (the “Borrower”), Malibu Boats Holdings, LLC, a Delaware limited liability company (the “Parent”), certain Subsidiaries of the Parent as guarantors (the “Guarantors”), the several banks and other financial institutions and lenders party thereto (the “Lenders”), and SunTrust Bank, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
MALIBU BOATS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • January 8th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
This Agreement is made and entered into by and between Malibu Boats, Inc. (the “Company”) and (the “Participant”) in connection with a Restricted Stock Unit Award under the Malibu Boats, Inc. Long-Term Incentive Plan (the “Plan”) that was made on the (“Date of Grant”). In consideration of the foregoing, the parties have entered into this Agreement to govern the terms of this Award:
SUBLEASESublease Agreement • November 8th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing
THIS SUBLEASE AGREEMENT (“Sublease”) is made and effective as of March 31, 2008 (the “Effective Date”), by and between SPIRIT MASTER FUNDING IV, LLC, a Delaware limited liability company (“Spirit”), and MALIBU BOATS, LLC, a Delaware limited liability company (“Malibu”).
SECOND INCREMENTAL FACILITY AMENDMENT AND SECOND AMENDMENTSecond Incremental Facility Amendment and Second Amendment • May 15th, 2019 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
THIS SECOND INCREMENTAL FACILITY AMENDMENT AND SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of May 14, 2019 to the Credit Agreement referenced below is by and among Malibu Boats, LLC, a Delaware limited liability company (the “Borrower”), Malibu Boats Holdings, LLC, a Delaware limited liability company (the “Parent”), the Guarantors identified on the signature pages hereto, the Incremental Lenders (defined below) and SunTrust Bank, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).
MALIBU BOATS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • September 8th, 2017 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made and entered into as of [__________] (the “Grant Date”), by and between Malibu Boats, Inc., a Delaware corporation (the “Company”), and [__________] (the “Participant”), in connection with a Restricted Stock Unit Award (the “Award”) under the Malibu Boats, Inc. Long-Term Incentive Plan (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2023 • Malibu Boats, Inc. • Ship & boat building & repairing • Tennessee
November 7, 2023 and is effective as of November 27, 2023 (the “Effective Date”), by and between Malibu Boats, Inc., a Delaware corporation (the “Company”), and Bruce Beckman, an individual (“Executive”).
THIRD INCREMENTAL FACILITY AMENDMENT AND THIRD AMENDMENTThird Incremental Facility Amendment and Third Amendment • January 5th, 2021 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
THIS THIRD INCREMENTAL FACILITY AMENDMENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of December 30, 2020 to the Credit Agreement referenced below is by and among Malibu Boats, LLC, a Delaware limited liability company (the “Borrower”), Malibu Boats Holdings, LLC, a Delaware limited liability company (the “Parent”), the Guarantors identified on the signature pages hereto, the Incremental Revolving Lenders (defined below) and Truist Bank, successor by merger to SunTrust Bank, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).
] Shares of Class A Common Stock* MALIBU BOATS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
Malibu Boats, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and certain stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) severally and not jointly propose, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of [•] shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), of which (a) [•] shares are to be issued and sold by the Company (the “Company Shares”), and (b) [•] shares are to be sold by the Selling Stockholders (the “Selling Stockholders Shares”), each Selling Stockholder selling the number of shares set forth opposite such Selling Stockholder’s name in Schedule II hereto.
ContractShare Sale Agreement • October 3rd, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing
Share Sale Agreement BETWEEN MALIBU AUSTRALIAN ACQUISITION CORP. AND MALIBU BOATS, INC. AND XAVIER STUART WEST AND MALIBU BOATS PTY LTD
TRANSITION, RELEASE AND CONSULTING AGREEMENTTransition, Release and Consulting Agreement • February 20th, 2024 • Malibu Boats, Inc. • Ship & boat building & repairing • Tennessee
This Transition, Release and Consulting Agreement (this “Agreement”) is entered into this 19th day of February 2024, by and between Jack D. Springer, an individual (“Executive”), and Malibu Boats, Inc., a Delaware corporation (the “Company”).
TRADEMARK AND PATENT SECURITY AGREEMENTTrademark and Patent Security Agreement • November 8th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
This Trademark and Patent Security Agreement (this “Trademark and Patent Security Agreement”), dated July 16, 2013, by MALIBU BOATS, LLC, a Delaware limited liability company (the “Debtor”), entered into in favor of SUNTRUST BANK, a Georgia state banking corporation (together with its successors and assigns, the “Secured Party”) as Administrative Agent for the Lenders, pursuant to the agreement titled Security Agreement and dated as of the date hereof (the “Security Agreement”).
MALIBU BOATS, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • January 8th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (“Agreement”) is made and entered into as of , 20 , by and between Malibu Boats, Inc., a Delaware corporation (the “Company”), and (the “Participant”) in connection with the grant of a nonqualified option under the Malibu Boats Long-Term Incentive Plan (the “Plan”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 3rd, 2023 • Malibu Boats, Inc. • Ship & boat building & repairing • Tennessee
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into effective as of the 28th day of March, 2023 (the “Effective Date”), by and between KNOXVILLE LOGISTICS CENTER, LLC, a Delaware limited liability company (“Seller”), whose address is [***], and MALIBU BOATS, LLC, a Delaware limited liability company (“Buyer”), whose address is 5075 Kimberly Way, Loudon, Tennessee 37774. FIRST AMERICAN TITLE INSURANCE COMPANY (“Escrow Agent”), joins in this Agreement for the limited purposes set forth in Section 15.
FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENTCredit Agreement • January 8th, 2014 • Malibu Boats, Inc. • Ship & boat building & repairing
This FIRST AMENDMENT TO CREDIT AGREEMENT AND CONSENT, dated as of January 3, 2014 (this “Agreement”), is entered into by and among Malibu Boats, LLC, a Delaware limited liability company (the “Borrower”), Malibu Boats Holdings, LLC, a Delaware limited liability company (the “Parent”), certain Subsidiaries of the Parent as guarantors (the “Guarantors”), the several banks and other financial institutions and lenders party thereto (the “Lenders”), and SunTrust Bank, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 4th, 2016 • Malibu Boats, Inc. • Ship & boat building & repairing
This FIRSTAMENDMENT TO CREDIT AGREEMENT, dated as of February 3, 2016 (this “Agreement”), is entered into by and among Malibu Boats, LLC, a Delaware limited liability company (the “Borrower”), Malibu Boats Holdings, LLC, a Delaware limited liability company (the “Parent”), certain Subsidiaries of the Parent as guarantors (the “Guarantors”), the several banks and other financial institutions and lenders party thereto (the “Lenders”), and SunTrust Bank, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).