Exhibit 10.1





INCREMENTAL
COMMITMENT AGREEMENT


 


Ally Bank 


BMO Harris
Bank N.A. 


U.S. Bank
National Association 


Sumitomo
Mitsui Banking Corporation 


ING Capital
LLC 


Signature
Bank 


Webster Business
Credit Corporation 


Branch Banking
and Trust Company 


JPMorgan
Chase Bank, N.A.


 


December 22,
2017


 


REV GROUP, INC.


11 E. Kilbourn Avenue, Ste. 2600 


Milwaukee, WI 53202


 


Re:Incremental Commitments


 


Ladies and Gentlemen:


 


Reference
is made to the Revolving Credit and Guaranty Agreement, dated as of April 25, 2017 (as it may be amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”; the terms
defined therein and not otherwise defined herein being used herein as therein defined), by and among REV GROUP, INC., a Delaware
corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party thereto from time to time, as Guarantor
Subsidiaries, the Lenders party thereto from time to time, and ALLY BANK (“Ally”), BMO HARRIS BANK N.A. (“BMO”),
as Joint Leads Arrangers and Joint Book Running Managers, Ally and BMO, as 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”).


 


Each
Lender (each an “Incremental Lender”) party to this letter agreement (this “Agreement”)
hereby severally agrees to provide the Incremental Commitment set forth opposite its name on Annex I attached hereto (for
each such Incremental Lender, its “Incremental Commitment”). Each Incremental Commitment provided pursuant
to this Agreement shall be subject to all of the terms and conditions set forth in the Revolving Credit Agreement, including,
without limitation, Sections 2.1 and 2.23 thereof.


 


Each
Incremental Lender, the Borrower and the Administrative Agent acknowledge and agree that the Incremental Commitments provided
pursuant to this Agreement shall constitute Incremental Commitments and, upon the Agreement Effective Date (as hereinafter defined),
the Incremental Commitment of each Incremental Lender shall become, or in the case of an existing


 




     


     


    

Lender,
shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender. Each Incremental Lender, the Borrower
and the Administrative Agent further agree that, with respect to the Incremental Commitment provided by each Incremental Lender
pursuant to this Agreement, such Incremental Lender shall receive from the Borrower such upfront fees, and/or other fees, if any,
as may be separately agreed to in writing with the Borrower and the Administrative Agent, all of which fees shall be due and payable
to such Incremental Lender on the terms and conditions set forth in each such separate agreement.


 


Furthermore,
each of the parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of
each Incremental Commitment provided pursuant to this Agreement.


 


Each
Incremental Lender party to this Agreement, to the extent not already a party to the Revolving Credit Agreement as a Lender thereunder,
(i) confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Revolving Credit Agreement and
the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become
a Lender under the Revolving Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Revolving Credit Agreement and the other Credit Documents, (iv) appoints
and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such
powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the
Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (v)
agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement
and the other Credit Documents are required to be performed by it as a Lender, and (vi) in the case of each Incremental Lender
organized under the laws of a jurisdiction outside the United States, attaches the forms and/or Certificate Re: Non-Bank Status
referred to in Section 2.19(d)(ii) of the Revolving Credit Agreement, certifying as to its entitlement as of the date hereof to
a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under
the Revolving Credit Agreement and the other Credit Documents.


 


Upon
the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, each Issuing
Bank, the Swing Line Lender, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully
executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees
then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3
of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto
(i) shall be obligated to make the Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject
to the conditions, set forth in the Revolving Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement,
shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents.


 




    2 


     


    

The
Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided
hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all
such Revolving Loans) shall be entitled to the benefits of the Pledge and Security Agreement, the other Collateral Documents and
the Guaranty.


 


Each
Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby
and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided
therein and in the Revolving Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent,
provided therein and in the Revolving Credit Agreement.


 


Attached
hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition
of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement certifying that
the conditions set forth in clause (i) of the definition of “Incremental Commitment Requirements” appearing in Section
1.1 of the Revolving Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in
reasonable detail).


 


Attached
hereto as Annex III are true and correct copies of officers’ certificates, board of director resolutions and good
standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to
clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit
Agreement.


 


You
may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before
the close of business on December 21, 2017. If you do not so accept this Agreement by such time, our Incremental Commitments set
forth in this Agreement shall be deemed canceled.


 


After
the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts
and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied
by written instrument in accordance with the requirements for the modification of Credit Documents pursuant to Section 10.5 of
the Revolving Credit Agreement.


 


In
the event of any conflict between the terms of this Agreement and those of the Revolving Credit Agreement, the terms of the Revolving
Credit Agreement shall control.


 


*       *       *


 




    3 


     


    

THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 





	 	Very truly yours,	 
	 	 	 
	 	ALLY BANK, as Administrative Agent, Issuing Bank, Swing Line Lender and Incremental Lender	 
	 	 	 
	 	By: /s/ Eric S. Miller                                             	 
	 	Name:  Eric S. Miller	 
	 	Title:    Authorized Signatory	 
	 	 	 
	 	BMO HARRIS BANK N.A., as Issuing Bank and Incremental Lender	 
	 	 	 
	 	By: /s/ Terrence McKenna                                 	 
	 	Name:  Terrence McKenna	 
	 	Title:    Vice President	 
	 	 	 
	 	U.S. Bank National Association, as Incremental Lender	 
	 	 	 
	 	By: /s/ Thomas P. Chidester                               	 
	 	Name:  Thomas P. Chidester	 
	 	Title:    Vice President	 
	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION, as Incremental Lender	 
	 	 	 
	 	By: /s/ Hitoshi Ryoji                                            	 
	 	Name:  Hitoshi Ryoji	 
	 	Title:    Managing Director	 
	 	 	 







		ING CAPITAL LLC, as Incremental Lender	 
	 	 	 
		By: /s/ Doug S. Clarida                                        	 
		Name:   Doug S. Clarida	 
		 Title:     Director	 




	 
	By: /s/ Jerry L. McDonald                                        
	Name: Jerry L. McDonald
	Title:   Director





 










	 	SIGNATURE BANK, as Incremental Lender	 
	 	 	 
	 	By: /s/ Thomas Morante                                     	 
	 	Name:  Thomas Morante	 
	 	Title:    Vice President	 




 


 


 







    
Signature Page to Incremental Commitment Agreement



     


    







	 	WEBSTER BUSINESS CREDIT CORPORATION, as Incremental Lender	 
	 	 	 
	 	By: /s/ Steven Schuit                                           	 
	 	Name:  Steven Schuit	 
	 	Title:    Vice President	 
	 	 	 
	 	Branch Banking and Trust Company, as Incremental Lender	 
	 	 	 
	 	By: /s/ David Miller                                              	 
	 	Name:  David Miller	 
	 	Title:    Vice President	 
	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Incremental Lender	 
	 	 	 
	 	By: /s/ Sabrina Lin                                                	 
	 	Name:  Sabrina Lin	 
	 	Title:    Authorized Officer	 







 








 




    
Signature Page to Incremental Commitment Agreement



     


    

Agreed and Accepted

this 22nd day of December, 2017:


 




REV GROUP, INC.,

as Borrower


 


By: /s/ Dean J. Nolden                                                





Name: Dean J.
Nolden





Title:  Treasurer & Chief Financial Officer


 




    
Signature Page to Incremental Commitment Agreement



     


    

Each Guarantor
Subsidiary acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence
of the Revolving Loans to be made pursuant thereto.


 





CAPACITY OF TEXAS, INC.


CHAMPION BUS, INC.


COLLINS BUS CORPORATION


COLLINS I HOLDING CORP.


COLLINS INDUSTRIES, INC.


COMPRESSED AIR SYSTEMS, INC.*


Revability,
Inc.


ELDORADO NATIONAL (CALIFORNIA),
INC.


ELDORADO NATIONAL (KANSAS), INC.


E-ONE, INC.


FERRARA FIRE APPARATUS, INC.


FERRARA FIRE APPARATUS HOLDING
COMPANY, INC.


FFA ACQUISITION COMPANY, INC.


FFA HOLDCO, INC.


GENERAL COACH AMERICA, INC.


GOLDSHIELD FIBERGLASS, INC.


GOSHEN COACH INC.


HALCORE GROUP, INC.


HORTON ENTERPRISES, INC.


KME GLOBAL, LLC


KME HOLDINGS, LLC


KME RE HOLDINGS, LLC


KOVATCH MOBILE EQUIPMENT CORP.


MOBILE PRODUCTS, INC.


REV AMBULANCE GROUP ORLANDO,
INC.


REV FINANCIAL SERVICES LLC


REV INSURANCE SOLUTIONS LLC


REV PARTS, LLC


REV RECREATION GROUP, INC.


REV RECREATION GROUP FUNDING,
INC.


REV RENEGADE LLC


REV RENEGADE HOLDINGS CORP.


REV RTC, INC., as a

Guarantor Subsidiary




 


 





By: /s/ Dean J. Nolden                                                





Name: Dean J.
Nolden





Title:  Treasurer & Chief Financial Officer



 


________________


* A Pennsylvania corporation
with entity number 2886396.


 







    
Signature Page to Incremental Commitment Agreement



     


    

Annex
I


 


TERMS
AND CONDITIONS FOR INCREMENTAL COMMITMENT AGREEMENT


 


Dated as
of December 22, 2017





 


		1.	Name of the Borrower: REV Group, Inc.



 


		2.	Incremental Commitment amounts (as
                                         of the Agreement Effective Date):



 


	Names of Incremental Lenders	Amount of Incremental
    Commitment
	Ally
    Bank	$21,428,571
	BMO
    Harris Bank N.A.	$21,428,571
	U.S.
    Bank National Association	$6,428,571
	Sumitomo
    Mitsui Banking Corporation	$7,857,143
	ING
    Capital LLC	$8,571,429
	Signature
    Bank	$7,500,000
	Webster
    Business Credit Corporation	$2,500,000
	Branch
    Banking and Trust Company	$7,142,857
	JPMorgan
    Chase Bank, N.A.	$17,142,857
	Total:	$100,000,000
	 	 
	 	 
	 	 


		3.	Applicable Commitment Fee Percentage:
                                         Same as currently provided in the Credit Agreement.



 


		4.	Applicable Margin: Same as currently
                                         provided in the Credit Agreement.



 


		5.	Other Conditions Precedent: N/A



 


 








Annex I to
Incremental Commitment Agreement