] Shares REV GROUP, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2017 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
REV GROUP, INC. as the Company and as Trustee Subordinated Indenture Dated as of , 20REV Group, Inc. • March 23rd, 2018 • Motor vehicles & passenger car bodies • New York
WHEREAS, the Company has duly authorized the issue from time to time of its subordinated debentures, notes or other evidences of indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized in accordance with the terms of this Indenture and to provide, among other things, for the authentication, delivery and administration thereof, the Company has duly authorized the execution and delivery of this Indenture; and
16,000,000 Shares Rev Group, Inc. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT February 14, 2024Underwriting Agreement • February 20th, 2024 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
The Selling Shareholders named in Schedule I hereto (the “Selling Shareholders”), each shareholders of REV Group, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters named in Schedule II hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 13 hereof, and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis) an aggregate of 16,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Firm Shares”), with each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
REV GROUP, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • December 13th, 2023 • REV Group, Inc. • Motor vehicles & passenger car bodies • Wisconsin
THIS AGREEMENT, made and entered into as of the [ ], by and between REV GROUP, INC., a Delaware corporation (“Company”), and [ ] (“Executive”).
REV GROUP, INC. CHANGE IN CONTROL SEVERANCE AGREEMENTRelease and Waiver • June 8th, 2023 • REV Group, Inc. • Motor vehicles & passenger car bodies • Wisconsin
THIS AGREEMENT, made and entered into as of the ____ day of __________ by and between REV GROUP, INC., a Delaware corporation (“Company”), and _______________ (“Executive”).
ALLIED SPECIALTY VEHICLES, INC., THE GUARANTORS PARTIES HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE AND NOTES COLLATERAL AGENT 8.500% Senior Secured Notes due 2019 INDENTURE Dated as of October 21, 2013Intercreditor Agreement • October 24th, 2016 • REV Group, Inc. • New York
INDENTURE dated as of October 21, 2013, among ALLIED SPECIALTY VEHICLES, INC., a Delaware corporation (the “Company”), THE GUARANTORS (as defined herein) parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), and Notes Collateral Agent (as defined herein).
5,500,000 Shares REV GROUP, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT June 10, 2021Underwriting Agreement • June 15th, 2021 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
The Selling Shareholders named in Schedule I hereto (the “Selling Shareholders”), each shareholders of REV Group, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters named in Schedule II hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 13 hereof, and to the extent there is only a single underwriter, the term “Underwriters” shall be deemed to refer to the single Underwriter, mutatis mutandis) an aggregate of 5,500,000 shares of common stock, par value $0.001 per share, of the Company (the “Firm Shares”), with each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
REGISTRATION RIGHTS AGREEMENT by and among the Persons listed on Schedule A hereto under the heading AIP, the Persons listed on Schedule A hereto under the heading JPM, the Persons listed on Schedule A hereto under the heading MANAGEMENT, ALLY...Registration Rights Agreement • January 10th, 2017 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
This REGISTRATION RIGHTS AGREEMENT is made as of [__], 2017, by and among REV Group, Inc., a Delaware corporation (the “Company”), the Persons listed on Schedule A hereto under the heading AIP (each, an “AIP Person” and, collectively, “AIP”), the Persons listed on Schedule A hereto under the heading JPM (each, a “JPM Person” and, collectively, “JPM”), the Persons listed on Schedule A hereto under the heading Management (“Management”) [and Ally Commercial Finance, LLC (“Ally”)].
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • February 8th, 2024 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this "Amendment") is entered into as of February 7, 2024 by and among REV GROUP, INC., a Delaware corporation ("Borrower"), the Lenders party hereto (the "Lenders") and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, "Administrative Agent").
REV GROUP, INC. RESTRICTED STOCK AWARDPlan Restricted Stock Award Agreement • December 18th, 2019 • REV Group, Inc. • Motor vehicles & passenger car bodies • Delaware
Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and Exhibit A (the Grant Letter and Exhibit A constituting this “Agreement”), REV Group, Inc., a Delaware corporation (the “Company”), has granted you as of the Grant Date set forth below an award of Restricted Stock (the “Award”). The Award is granted under and is subject to the REV Group, Inc. 2016 Omnibus Incentive Plan (the “Plan”). Unless defined in this Agreement, capitalized terms shall have the meanings assigned to them in the Plan. The provisions of the Plan shall control in the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you.
PROFESSIONAL SERVICES AGREEMENTProfessional Services Agreement • December 23rd, 2016 • REV Group, Inc. • Motor vehicles & passenger car bodies
This Agreement (“Agreement”) is entered into as of October 10, 2016 (the “Effective Date”) by and between R. Eugene (Gene) Goodson, and REV Group, Inc., a Delaware Corporation with corporate offices located at 111 E. Kilbourn Ave., Milwaukee, Wisconsin 53202 (“Company”).
TO TERM LOAN AND GUARANTY AGREEMENTTerm Loan and Guaranty Agreement • March 4th, 2020 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
This Second Amendment to Term Loan and Guaranty Agreement (this “Amendment”) is entered into as of September 24, 2018, by and among REV GROUP, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantor Subsidiaries, the Lenders (as defined in Section 1.1 of the Term Loan Agreement (as defined below)) party hereto, ALLY BANK (“Ally”), as Administrative Agent (together with its permitted successors and assigns in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
REV GROUP, INC. PERFORMANCE SHARE UNIT AWARDPerformance Share Unit Award • June 8th, 2020 • REV Group, Inc. • Motor vehicles & passenger car bodies • Delaware
Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and Exhibit A (the Grant Letter and Exhibit A constituting this “Agreement”), REV Group, Inc., a Delaware corporation (the “Company”), has granted you as of the Grant Date set forth below an award of Performance Share Units (the “Award”). The Award is granted under and is subject to the REV Group, Inc. 2016 Omnibus Incentive Plan (the “Plan”). Unless defined in this Agreement, capitalized terms shall have the meanings assigned to them in the Plan. The provisions of the Plan shall control in the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you.
FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENTRevolving Credit and Guaranty Agreement • October 24th, 2016 • REV Group, Inc. • New York
FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT (this “First Amendment”), dated as of August 19, 2016, by and among REV GROUP, INC. (F/K/A ALLIED SPECIALTY VEHICLES, INC.), a Delaware corporation (the “Borrower”), each of the undersigned subsidiaries of the Borrower, as Guarantor Subsidiaries, the Lenders party hereto constituting the Requisite Lenders (determined immediately prior to giving effect to the First Amendment) and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
FIFTH AMENDMENT TO TERM LOAN AND GUARANTY AGREEMENTTerm Loan and Guaranty Agreement • April 30th, 2020 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
This Fifth Amendment to Term Loan and Guaranty Agreement (this “Amendment”) is entered into as of April 29, 2020, by and among REV GROUP, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantor Subsidiaries, the Lenders (as defined in Section 1.1 of the Term Loan Agreement (as defined below)) party hereto, ALLY BANK (“Ally”), as Administrative Agent (together with its permitted successors and assigns in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
TO REVOLVING CREDIT AND GUARANTY AGREEMENTRevolving Credit and Guaranty Agreement • March 4th, 2020 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
This Second Amendment to Revolving Credit and Guaranty Agreement (this “Amendment”) is entered into as of January 31, 2020, by and among REV GROUP, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantor Subsidiaries, the Lenders (as defined in Section 1.1 of the ABL Credit Agreement (as defined below)) party hereto, ALLY BANK (“Ally”), as Administrative Agent (together with its permitted successors and assigns in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
7,395,191 Shares Rev Group, Inc. COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENT March 13, 2024Underwriting Agreement • March 15th, 2024 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
The Selling Shareholders named in Schedule I hereto (the “Selling Shareholders”), each shareholders of REV Group, Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters named in Schedule II hereto (the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 13 hereof) an aggregate of 7,395,191 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), with each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto. To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives or Underwriters shall mean either the singular or plural as the context requires.
March 20, 2020 Tim Sullivan Dear Tim:Letter Agreement • January 7th, 2021 • REV Group, Inc. • Motor vehicles & passenger car bodies • Wisconsin
The purpose of this letter agreement (this “Agreement”) is to confirm the terms of your termination of employment with REV Group, Inc. (the “Company”), effective as of March 22, 2020 (the “Separation Date”), as follows:
REV GROUP, INC. AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • February 20th, 2024 • REV Group, Inc. • Motor vehicles & passenger car bodies
This AMENDMENT NO. 1 (this “Amendment”) dated as of February 20, 2024 to the Amended and Restated Shareholders Agreement of REV Group, Inc., a Delaware corporation (the “Company”), dated as of February 1, 2017 (the “Shareholders Agreement”), by and among the Company and the Shareholders that are signatories thereto, is entered into by the Company and the Shareholder Majority pursuant to Section 5.08 of the Shareholders Agreement. Capitalized terms used but not defined herein shall have the meanings given to them in the Shareholders Agreement.
SEPARATION AGREEMENT AND GENERAL RELEASE (State of Wisconsin)Separation Agreement and General Release • June 21st, 2023 • REV Group, Inc. • Motor vehicles & passenger car bodies • Wisconsin
This Agreement is entered into between Christopher M. Daniels (“Employee”) and REV Group, Inc., a Delaware corporation (“Employer”). This Agreement shall be effective as of the date set forth in Section 16 (the “Effective Date”). Employee and Employer agree as follows:
TERM LOAN AND GUARANTY AGREEMENT dated as of April 25, 2017 among REV GROUP, INC., as BORROWER, CERTAIN OF ITS SUBSIDIARIES, as GUARANTOR SUBSIDIARIES, VARIOUS LENDERS, ALLY BANK, as ADMINISTRATIVE AGENT and COLLATERAL AGENT $75,000,000 Senior Secured...Counterpart Agreement • April 25th, 2017 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
This TERM LOAN AND GUARANTY AGREEMENT, dated as of April 25, 2017, is entered into by and among REV GROUP, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantor Subsidiaries, the Lenders (as defined in Section 1.1) party hereto from time to time, ALLY BANK (“Ally”), as Sole Lead Arranger and Sole Book Running Manager (the “Arranger”) and Ally, as Administrative Agent (together with its permitted successors and assigns in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
TO REVOLVING CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • March 4th, 2020 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
This First Amendment to Revolving Credit and Guaranty Agreement (this “Amendment”) is entered into as of June 22, 2018, by and among REV GROUP, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantor Subsidiaries, the Lenders (as defined in Section 1.1 of the ABL Credit Agreement (as defined below)) party hereto, ALLY BANK (“Ally”), as Administrative Agent (together with its permitted successors and assigns in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
January 26, 2016 4776 New Broad Street, Suite 200 Orlando, FL 32814 T (407) 681-4700 F (407) 228-2872REV Group, Inc. • December 23rd, 2016 • Motor vehicles & passenger car bodies • Florida
As we have discussed, your employment with REV Group, Inc., (the “Company”) will be terminated effective June 17, 2016, or an earlier date only if mutually agreed to by you and the Company, (the “Transition Date”). The purpose of this letter (the “Transition and Consultancy Agreement”) is to confirm the terms concerning your separation from employment and transition to an advisory role, as follows:
CONSULTING AGREEMENT, DATED JUNE 25, 2018, BETWEEN THE REGISTRANT AND PAMELA S. KROPConsulting Agreement • December 19th, 2018 • REV Group, Inc. • Motor vehicles & passenger car bodies • Wisconsin
As we have discussed, your employment with REV Group, Inc., (the "Company") will terminate effective 90 days after the start date of your successor or earlier if mutually agreed (the "Termination Date"). The purpose of this letter (the "Severance and Consultancy Agreement") is to confirm the terms concerning your separation from employment and transition to an advisory role, as follows:
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among REV GROUP, INC. and THE SHAREHOLDERS THAT ARE SIGNATORIES HERETO Dated as of [ ], 2017Shareholders Agreement • January 10th, 2017 • REV Group, Inc. • Motor vehicles & passenger car bodies • Delaware
THIS AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of [ ], 2017, is made by and among REV Group, Inc., a Delaware corporation (the “Company”) and the shareholders that are or become signatories hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
FIRST AMENDMENTTerm Loan and Guaranty Agreement • March 4th, 2020 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
This First Amendment to Term Loan and Guaranty Agreement (this “Amendment”) is entered into as of June 22, 2018, by and among REV GROUP, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantor Subsidiaries, the Lenders (as defined in Section 1.1 of the Term Loan Agreement (as defined below)) party hereto, ALLY BANK (“Ally”), as Administrative Agent (together with its permitted successors and assigns in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
TO TERM LOAN AND GUARANTY AGREEMENTTerm Loan and Guaranty Agreement • March 4th, 2020 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
This Third Amendment to Term Loan and Guaranty Agreement (this “Amendment”) is entered into as of October 18, 2019, by and among REV GROUP, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantor Subsidiaries, the Lenders (as defined in Section 1.1 of the Term Loan Agreement (as defined below)) party hereto, ALLY BANK (“Ally”), as Administrative Agent (together with its permitted successors and assigns in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
REV GROUP, INC. RESTRICTED STOCK UNIT AWARDRestricted Stock • January 10th, 2017 • REV Group, Inc. • Motor vehicles & passenger car bodies • Delaware
Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and Exhibit A (the Grant Letter and Exhibit A constituting this “Agreement”), REV Group, Inc., a Delaware corporation (the “Company”), has granted you as of the Grant Date set forth below an award of Restricted Stock Units (the “Award”). The Award is granted under and is subject to the REV Group, Inc. 2016 Omnibus Incentive Plan (the “Plan”). Unless defined in this Agreement, capitalized terms shall have the meanings assigned to them in the Plan. The provisions of the Plan shall control in the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you.
REV GROUP, INC. DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENTDirector and Executive Officer Indemnification Agreement • December 23rd, 2016 • REV Group, Inc. • Motor vehicles & passenger car bodies • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of [ ], 2017, by and between REV Group, Inc., a Delaware corporation (the “Company”) and [ ] (“Indemnitee”).
SEPARATION AGREEMENT AND GENERAL RELEASE (State of Wisconsin)Separation Agreement and General Release • April 28th, 2023 • REV Group, Inc. • Motor vehicles & passenger car bodies • Wisconsin
This Agreement is entered into between Stephen Boettinger (“Employee") and REV Group, Inc., a Delaware corporation (“Employer”). This Agreement shall be effective as of the date set forth in Section 16 (the “Effective Date”).
REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of April 25, 2017 among REV GROUP, INC., as BORROWER, CERTAIN OF ITS SUBSIDIARIES, as GUARANTOR SUBSIDIARIES, VARIOUS LENDERS, ALLY BANK, as ADMINISTRATIVE AGENT and COLLATERAL AGENT $350,000,000 Senior...Counterpart Agreement • April 25th, 2017 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of April 25, 2017, is entered into by and among REV GROUP, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER, as Guarantor Subsidiaries, the Lenders (as defined in Section 1.1) party hereto from time to time, ALLY BANK (“Ally”) and BMO HARRIS BANK N.A. (“BMO”), as Joint Leads Arrangers and Joint Book Running Managers (collectively, in such capacities, the “Arrangers”), Ally and BMO, as Co-Collateral Agents (collectively, in such capacities, the “Co-Collateral Agents”) and Ally, as Administrative Agent (together with its permitted successors and assigns in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
January 26, 2023 Rodney Rushing Dear Rod:Letter Agreement • March 8th, 2023 • REV Group, Inc. • Motor vehicles & passenger car bodies
The purpose of this letter agreement (this “Agreement”) is to confirm the terms of your separation from REV Group, Inc. (the “Company”), effective as of January 26, 2023 (the “Separation Date”), as follows:
INCREMENTAL COMMITMENT AGREEMENT Ally Bank BMO Harris Bank N.A. Sumitomo Mitsui Banking Corporation ING Capital LLC Signature Bank Webster Business Credit Corporation Branch Banking and Trust Company JPMorgan Chase Bank, N.A.Incremental Commitment Agreement • December 22nd, 2017 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
Unaudited Pro Forma Condensed Consolidated Financial StatementsREV Group, Inc. • January 31st, 2024 • Motor vehicles & passenger car bodies
On January 26, 2024, REV Group, Inc. (the “Company”) entered into a Stock Purchase Agreement by and among the Company, Collins Industries, Inc. an indirect wholly-owned subsidiary of the Company (“Collins Industries”), Collins Bus Corporation, a wholly-owned subsidiary of Collins Industries (“Collins”), Forest River, Inc. and Forest River Bus, LLC (the “Buyer”), pursuant to which Collins Industries agreed to sell all of the issued and outstanding shares of capital stock of Collins to the Buyer for approximately $303 million in cash, subject to customary adjustments for net working capital, cash and indebtedness, as per the terms of the Stock Purchase Agreement. Collins manufactures, markets and distributes school buses, normally referred to as Type A school buses. The transactions under this agreement closed on January 26, 2024.
TO TERM LOAN AND GUARANTY AGREEMENTFourth Amendment • March 4th, 2020 • REV Group, Inc. • Motor vehicles & passenger car bodies • New York
This Fourth Amendment to Term Loan and Guaranty Agreement (this “Amendment”) is entered into as of January 31, 2020, by and among REV GROUP, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower, as Guarantor Subsidiaries, the Lenders (as defined in Section 1.1 of the Term Loan Agreement (as defined below)) party hereto, ALLY BANK (“Ally”), as Administrative Agent (together with its permitted successors and assigns in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors and assigns in such capacity, the “Collateral Agent”).
