OneWater Marine Inc. Sample Contracts

ONEWATER MARINE INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 14th, 2023 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware

This Indemnification Agreement (“Agreement”) is made as of May 12, 2020 by and between OneWater Marine Inc., a Delaware corporation (the “Company”), and Bari A. Harlam (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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CREDIT AGREEMENT dated as of July 22, 2020, among ONE WATER ASSETS & OPERATIONS, LLC, as the Borrower, ONE WATER MARINE HOLDINGS, LLC, as Holdings and a Guarantor, ONEWATER MARINE INC., as the Parent and a Guarantor, THE SUBSIDIARIES OF PARENT...
Credit Agreement • July 24th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • New York

THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of July 22, 2020, by and among ONE WATER ASSETS & OPERATIONS, LLC, a Delaware limited liability company (the “Borrower”), ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), ONEWATER MARINE INC., a Delaware corporation (the “Parent”), the other Guarantors (defined herein) from time to time party hereto, the Lenders (defined herein) from time to time party hereto, and TRUIST BANK, in its capacity as Administrative Agent (defined herein), Collateral Agent (defined herein), as Issuing Bank (defined herein) and as Swingline Lender (defined herein).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 18th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware

This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 11, 2020, by and among OneWater Marine Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).

ONEWATER MARINE INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 10th, 2022 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware

This Indemnification Agreement (“Agreement”) is made as of February 28, 2022 by and between OneWater Marine Inc., a Delaware corporation (the “Company”), and Greg A. Shell, Sr. (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

AGREEMENT AND PLAN OF MERGER by and among ONEWATER MARINE INC., OBCMS, INC. and OCEAN BIO-CHEM, INC. Dated as of June 21, 2022
Agreement and Plan of Merger • June 22nd, 2022 • OneWater Marine Inc. • Retail-auto & home supply stores • Florida

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of June 21, 2022, by and among OCEAN BIO-CHEM, INC., a Florida corporation (the “Company”), ONEWATER MARINE INC., a Delaware corporation (“Parent”), and OBCMS, INC., a Florida corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Exhibit A attached hereto.

ONEWATER MARINE INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 22nd, 2019 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware

This Indemnification Agreement (“Agreement”) is made as of _____________________, 2019 by and between OneWater Marine Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ONE WATER MARINE HOLDINGS, LLC DATED AS OF FEBRUARY 11, 2020
Limited Liability Company Agreement • February 18th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware

This Fourth Amended and Restated Limited Liability Company Agreement (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of February 11, 2020, by and among One Water Marine Holdings, LLC, a Delaware limited liability company (the “Company”), OneWater Marine Inc., a Delaware corporation (“PubCo”), Special Situations Investing Group II, LLC, a Delaware limited liability company (“Goldman”), OWM BIP Investor, LLC, a Delaware limited liability company (“Beekman”), the other parties listed on Exhibit A hereto (together with Goldman and Beekman, collectively, the “Legacy Owners”) and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.

EIGHTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT
Inventory Financing Agreement • November 17th, 2023 • OneWater Marine Inc. • Retail-auto & home supply stores • Illinois

This Eighth Amended and Restated Inventory Financing Agreement (as from time to time amended, restated, amended and restated, supplemented or otherwise modified, and together with any Transaction Statements, as hereinafter defined, this “Agreement”), dated as of November 14, 2023 (the “Closing Date”), is among the persons listed on Schedule 3 to this Agreement entitled “List of Dealers” (each, individually, a “Dealer” and collectively, the “Dealers”), Wells Fargo Commercial Distribution Finance, LLC (in its individual capacity, “CDF”) as Agent (CDF, in such capacity as agent, is herein referred to as “Agent”) for the several financial institutions that may from time to time become party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender, and such Lenders.

Underwriting Agreement
Underwriting Agreement • September 22nd, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • New York

OneWater Marine Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Truist Securities, Inc., Robert W. Baird & Co. Incorporated and Raymond James & Associates, Inc. are acting as representatives (the “Representatives”), an aggregate of 425,000 shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of 3,170,868 shares and, at the election of the Underwriters, Special Situations Investing Group II, LLC (“Goldman”) proposes, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters up to 475,630 additional shares of Class A Common Stoc

TAX RECEIVABLE AGREEMENT by and among ONEWATER MARINE INC., CERTAIN OTHER PERSONS NAMED HEREIN, and AGENTS DATED AS OF FEBRUARY 11, 2020
Tax Receivable Agreement • February 18th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 11, 2020, is hereby entered into by and among OneWater Marine Inc., a Delaware corporation (the “Corporate Taxpayer”), the TRA Holders and the Agents.

FIFTH AMENDED AND RESTATED GUARANTY
OneWater Marine Inc. • November 17th, 2023 • Retail-auto & home supply stores
CONSIGNMENT AGREEMENT
Consignment Agreement • July 22nd, 2019 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware

This Consignment Agreement (this “Agreement”) is dated as of ____ June 1 _______, 2019, among Global Marine Finance LLC, a Delaware limited liability company (“Global - Consignor”), and Midwest Assets & Operations LLC, a Delaware limited liability company (“Consignee”).

ONE WATER MARINE HOLDINGS, LLC EMPLOYMENT AGREEMENT (Austin Singleton)
Employment Agreement • February 18th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • Georgia

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into in Atlanta, Georgia between ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and PHILIP A. SINGLETON, JR. (“Executive”), as of February 11, 2020 (the “Effective Date”).

SUPPORT AGREEMENT
Support Agreement • June 22nd, 2022 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware

THIS SUPPORT AGREEMENT (this “Agreement”), is entered into as of June 21, 2022, by and between the undersigned stockholder (“Stockholder”) of OCEAN BIO-CHEM, INC., a Florida corporation (the “Company”), and ONEWATER MARINE INC., a Delaware corporation (“Parent”).

THIRD AMENDED AND RESTATED GUARANTY Execution Version
OneWater Marine Inc. • July 22nd, 2019 • Retail-auto & home supply stores
ONE WATER MARINE HOLDINGS, LLC EMPLOYMENT AGREEMENT (Jack Ezzell)
Separation Agreement • February 18th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • Georgia

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into in Atlanta, Georgia between ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (the “Company”), and JACK EZZELL (“Executive”), as of February 11, 2020 (the “Effective Date”).

Contract
Waiver Agreement • September 14th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware
LIMITED CONSENT AND SEVENTEENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
Lease Agreement • January 27th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • New York

This LIMITED CONSENT AND SEVENTEENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of August 29, 2019 to be effective as of August 1, 2019, among ONE WATER MARINE Holdings, LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Holdings, as borrowers (collectively “Companies”, and together with Holdings, the “Credit Parties”), GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as administrative agent and as collateral agent (in such capacities, “Agent”), and the undersigned Lenders (as defined below). Unless otherwise defined herein, all capitalized terms used herein that are defined in the Credit Agreement referred to below shall have the meanings given to such terms in the Credit Agreement, as amended hereby.

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition And • July 22nd, 2019 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is entered into as of October 28, 2016 (the “Effective Date”), by and among (i) Anthony Aisquith (“Executive”), (ii) One Water Marine Holdings, LLC, a Delaware limited liability company (the “Company”), (iii) One Water Assets & Operations, LLC, a Delaware limited liability company (“Intermediate”), and (iv) the Persons identified as “Investors” on the signature pages hereto. Executive, the Company, Intermediate and the Investors are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” Additional capitalized terms used herein and not defined in this Agreement shall have the meanings ascribed thereto in the Subscription Agreement (as defined below).

FOURTH AMENDMENT TO SIXTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT
Inventory Financing Agreement • November 2nd, 2021 • OneWater Marine Inc. • Retail-auto & home supply stores • Illinois

THIS FOURTH AMENDMENT TO SIXTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT AND PROGRAM TERMS LETTERS (this “Amendment”) dated as of October 29, 2021, is made to that certain SIXTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT dated as of February 11, 2020, among WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (“CDF”) as Agent (in such capacity as agent, the “Agent”) for the several financial institutions that may from time to time become party thereto (collectively, “Lenders” and individually, each a “Lender”) and Dealers that may from time to time become party thereto (collectively, “Dealers” and individually, each a “Dealer”) (as amended, restated, supplemented or otherwise modified, the “IFA”). All capitalized terms not otherwise defined in this Amendment shall have the respective meanings assigned to them in the IFA.

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 2nd, 2024 • OneWater Marine Inc. • Retail-auto & home supply stores • New York

AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 29, 2023 (this “Amendment”), is entered into by and among ONE WATER ASSETS & OPERATIONS, LLC, a Delaware limited liability company (the “Borrower”), ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), ONEWATER MARINE INC., a Delaware corporation (the “Parent”), each of the other Guarantors party hereto, each of the Lenders party hereto and TRUIST BANK, as Administrative Agent.

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June 16, 2021
OneWater Marine Inc. • August 12th, 2021 • Retail-auto & home supply stores
CREDIT AND GUARANTY AGREEMENT dated as of October 28, 2016 among ONE WATER ASSETS & OPERATIONS, LLC, SINGLETON ASSETS & OPERATIONS, LLC, LEGENDARY ASSETS & OPERATIONS, LLC, SOUTH FLORIDA ASSETS & OPERATIONS, LLC, and SUNDANCE LAUDERDALE REALTY, INC....
Lease Agreement • July 12th, 2019 • OneWater Marine Inc. • Retail-auto & home supply stores • New York

This CREDIT AND GUARANTY AGREEMENT, dated as of ______, 2016, is entered into by and among ONE WATER ASSETS & OPERATIONS, LLC, a Delaware limited liability company (“Intermediate Holdings”), SINGLETON ASSETS & OPERATIONS, LLC, a Georgia limited liability company (“Singleton”), LEGENDARY ASSETS & OPERATIONS, LLC, a Florida limited liability company (“Legendary”), SOUTH FLORIDA ASSETS & OPERATIONS, LLC, a Florida limited liability company (“South Florida”), and SUNDANCE LAUDERDALE REALTY, INC., a Florida corporation (“SunDance” and, together with Intermediate Holdings, Singleton, Legendary and South Florida, each, a “Company”, and collectively, the “Companies”), ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors, the Lenders party hereto from time to time, and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P. (“GSSLG”), as Administrative Agent (together with its successors and assigns in such capacity, “Adminis

LIMITED CONSENT AND NINETEENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
Lease Agreement • January 27th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • New York

This LIMITED CONSENT AND NINETEENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of December 19, 2019, among ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Holdings, as borrowers (collectively “Companies”, and together with Holdings, “Credit Parties”), GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as administrative agent and as collateral agent (in such capacities, “Agent”), and the undersigned Lenders (as defined below). Unless otherwise defined herein, all capitalized terms used herein that are defined in the Credit Agreement referred to below shall have the meanings given to such terms in the Credit Agreement, as amended hereby.

EQUITY PURCHASE AGREEMENT by and among THMS HOLDINGS, LLC, THMS, INC., T-H MARINE SUPPLIES, LLC, AND ONE WATER ASSETS & OPERATIONS, LLC DATED AS OF OCTOBER 20, 2021
Equity Purchase Agreement • October 22nd, 2021 • OneWater Marine Inc. • Retail-auto & home supply stores • New York

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of October 20, 2021 is made by and among (i) THMS Holdings, LLC, a Delaware limited liability company (“Seller”), (ii) THMS, Inc., a Delaware corporation (“THMS Corp”), (iii) T-H Marine Supplies, LLC, a Delaware limited liability company (“T-H Marine” and collectively with THMS Corp, the “Target Companies”), and (iv) ONE WATER ASSETS & OPERATIONS, LLC, a Delaware limited liability company (“Purchaser” and together with Seller and the Target Companies, each, a “Party” and collectively, the “Parties”). Except as otherwise expressly provided herein, capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Article 1.

DOMAIN NAME PURCHASE AND TRANSFER AGREEMENT
Domain Name Purchase and Transfer Agreement • August 24th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores

THIS DOMAIN NAME PURCHASE AND TRANSFER AGREEMENT (“Agreement”) is made and entered into as of August 22, 2020 (the “Effective Date”) by and between One Water Assets & Operations, LLC, a Delaware limited liability company (“Purchaser”), and Boats4Sale.com, LLC, a Georgia limited liability company (“Seller”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 8th, 2023 • OneWater Marine Inc. • Retail-auto & home supply stores • New York

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 10, 2023 (this “Amendment”), is entered into by and among ONE WATER ASSETS & OPERATIONS, LLC, a Delaware limited liability company (the “Borrower”), ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), ONEWATER MARINE INC., a Delaware corporation (the “Parent”), each of the other Guarantors party hereto, each of the Lenders party hereto and TRUIST BANK, as Administrative Agent.

INCREMENTAL AMENDMENT NO. 2
OneWater Marine Inc. • December 2nd, 2021 • Retail-auto & home supply stores • New York

INCREMENTAL AMENDMENT NO. 2, dated as of November 30, 2021 (this “Amendment”), is entered into by and among ONE WATER ASSETS & OPERATIONS, LLC, a Delaware limited liability company (the “Borrower”), ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), ONEWATER MARINE INC., a Delaware corporation (the “Parent”), each of the other Guarantors party hereto, each of the financial institutions set forth on Schedule I hereto under the heading “2021-A Incremental Term Lender” (each, a “2021-A Incremental Term Lender” and, collectively, the “2021-A Incremental Term Lenders”), each of the financial institutions set forth on Schedule I hereto under the heading “2021-A Incremental Revolving Lender” (each, a “2021-A Incremental Revolving Lender” and, collectively, the “2021-A Incremental Revolving Lenders” and together with the 2021-A Incremental Term Lenders, the “2021-A Incremental Lenders) and TRUIST BANK, as Administrative Agent.

EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • August 5th, 2022 • OneWater Marine Inc. • Retail-auto & home supply stores • Delaware

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of June 21, 2022, is entered into by and among PETER G. DORNAU, an individual and resident of the State of Florida (“Peter”), MAUREEN DORNAU, an individual and resident of the State of Florida (“Maureen,” and collectively with Peter, the “Sellers,” and individually, a “Seller”), on the one hand, and ONE WATER ASSETS & OPERATIONS, LLC, a Delaware limited liability company (“Buyer”), on the other hand. Capitalized terms used herein and not otherwise defined in the body of this Agreement shall have the meanings set forth in Exhibit A.

THIRD AMENDMENT TO SIXTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT
Inventory Financing Agreement • September 24th, 2021 • OneWater Marine Inc. • Retail-auto & home supply stores • Illinois

THIS THIRD AMENDMENT TO SIXTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT AND PROGRAM TERMS LETTERS (this “Amendment”) dated as of September 23, 2021, is made to that certain SIXTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT dated as of February 11, 2020, among WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (“CDF”) as Agent (in such capacity as agent, the “Agent”) for the several financial institutions that may from time to time become party thereto (collectively, “Lenders” and individually, each a “Lender”) and Dealers that may from time to time become party thereto (collectively, “Dealers” and individually, each a “Dealer”) (as amended, restated, supplemented or otherwise modified, the “IFA”). All capitalized terms not otherwise defined in this Amendment shall have the respective meanings assigned to them in the IFA.

REAL ESTATE SALES CONTRACT
Real Estate Sales Contract • August 5th, 2022 • OneWater Marine Inc. • Retail-auto & home supply stores • Florida

THIS REAL ESTATE SALES CONTRACT (this “Agreement”) is made effective as of June 21, 2022 (the “Effective Date”) by and between PEJE, Inc., a Florida corporation (the “Seller”), and One Water Assets & Operations, LLC, a Delaware limited liability company (the “Purchaser”).

LIMITED CONSENT, WAIVER AND EIGHTEENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • January 27th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • New York

This LIMITED CONSENT, WAIVER AND EIGHTEENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of November 26, 2019 (the “Eighteenth Amendment Effective Date”), among ONE WATER MARINE Holdings, LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Holdings, as borrowers (collectively “Companies”, and together with Holdings, the “Credit Parties”), GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as administrative agent and as collateral agent (in such capacities, “Agent”), and the undersigned Lenders (as defined below). Unless otherwise defined herein, all capitalized terms used herein that are defined in the Credit Agreement referred to below shall have the meanings given to such terms in the Credit Agreement, as amended hereby.

FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT
Inventory Financing Agreement • July 24th, 2020 • OneWater Marine Inc. • Retail-auto & home supply stores • Illinois

THIS FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT (this “Amendment”) dated as of July 22, 2020, is made to that certain SIXTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT dated as of February 11, 2020, between WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (“CDF”) as Agent (in such capacity as agent, the “Agent”) for the several financial institutions that may from time to time become party thereto (collectively, “Lenders” and individually, each a “Lender”) and Dealers that may from time to time become party thereto (collectively, “Dealers” and individually, each a “Dealer”) (as amended, restated, supplemented or otherwise modified, the “IFA”). All capitalized terms not otherwise defined in this Amendment shall have the respective meanings assigned to them in the IFA.

SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT
Inventory Financing Agreement • February 11th, 2021 • OneWater Marine Inc. • Retail-auto & home supply stores • Illinois

THIS SECOND AMENDMENT TO SIXTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT (this “Amendment”) dated as of December 10, 2020, is made to that certain SIXTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT dated as of February 11, 2020, among WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (“CDF”) as Agent (in such capacity as agent, the “Agent”) for the several financial institutions that may from time to time become party thereto (collectively, “Lenders” and individually, each a “Lender”) and Dealers that may from time to time become party thereto (collectively, “Dealers” and individually, each a “Dealer”) (as amended, restated, supplemented or otherwise modified, the “IFA”). All capitalized terms not otherwise defined in this Amendment shall have the respective meanings assigned to them in the IFA.

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