THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTCredit and Term Loan Agreement • December 4th, 2017 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • New York
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”), is made and entered into as of November 30, 2017, by and among Fox Factory Holding Corp., a Delaware corporation (“FFH”), Fox Factory, Inc., a California Corporation (“FF”), and ST USA Holding Corp., a Delaware corporation (“ST USA” and together with FFH and FF, each a “Borrower” and, collectively, the “Borrowers”), the other Loan Parties party hereto, the several banks and other financial institutions party hereto (collectively, the “Lenders”) constituting the “Required Lenders” under the Credit Agreement (as defined below) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).
ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and among as Buyer as Buyer Parent Flagship, Inc. d/b/a Tuscany, as Seller and Michael Graber and Jeff Burttschell, as the Owners Dated as of November 30, 2017Asset Purchase and Contribution Agreement • December 4th, 2017 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Delaware
This Asset Purchase and Contribution Agreement (“Agreement”), dated as of November 30, 2017, is made by and among FF US Acquisition Corp., a Delaware corporation (“Buyer”), FF US Holding Corp., a Delaware corporation (“Buyer Parent”), Flagship, Inc., d/b/a Tuscany, an Indiana corporation (“Seller”), Michael Graber (“Mr. Graber”), and Jeff Burttschell (“Mr. Burttschell” and together with Mr. Graber, the “Owners”). Each of the Owners, Buyer and Seller are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
