Exhibit 10.1


 





FIFTH
AMENDMENT


 


TO


 


TERM LOAN
AND GUARANTY AGREEMENT


 


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”).


 


BACKGROUND


 


The
Borrower, the Guarantor Subsidiaries, the Administrative Agent, the Collateral Agent and the Lenders are parties to a Term Loan
and Guaranty Agreement, dated as of April 25, 2017 (as amended, restated, supplemented or otherwise modified from time to time,
the “Term Loan Agreement”) pursuant to which the Lenders provided the Borrower with certain financial accommodations.


 


The
Borrower has requested that the Lenders amend the Term Loan Agreement, all on the terms hereafter set forth, and Lenders are willing
to do so on the terms and conditions hereafter set forth.


 


NOW,
THEREFORE, in consideration of any loan or advance or grant of credit heretofore or hereafter made to or for the account of the
Borrower under the Term Loan Agreement, and for other good and valuable consideration, the receipt and sufficiency of which hereby
are acknowledged, the parties hereto hereby agree as follows:


 


1.             Definitions. All capitalized terms not otherwise defined herein shall have the respective meanings given to them
in the Term Loan Agreement. 


 


2.             Amendments.



 


(a)           The definition of “Applicable Margin” appearing in Section 1.1 of the Term Loan Agreement is hereby amended
to read in its entirety as set forth below:


 


““Applicable
Margin” means a percentage per annum equal to (x) at all times prior to the Fifth Amendment Effective Date, in the case
of Term Loans maintained as (A) Base Rate Loans, 2.50%, and (B) Eurodollar Rate Loans, 3.50%, (y) at all times on and after the
Fifth Amendment Effective Date and until the first Business Day that immediately follows the date on which a Compliance Certificate
is delivered pursuant to Section 5.1(d) in respect of the fiscal quarter ending January 31, 2021, in the case of Term Loans maintained
as (A) Base Rate Loans, 3.25%, and (B) Eurodollar Rate Loans, 4.25% and (z) thereafter, the applicable percentage per annum set
forth below, as determined by reference to the Secured Leverage Ratio, as set forth in the most recent Compliance Certificate
received by the Administrative Agent pursuant to Section 5.1(d):


 


	Pricing
    Level	Secured
    Leverage Ratio	Eurodollar
    Rate Loans	Base
    Rate Loans
	1	>
    4.50 to 1.00	4.25%	3.25%




    


     


    

	Pricing
    Level	Secured
    Leverage Ratio	Eurodollar
    Rate Loans	Base
    Rate Loans
	2	<
    4.50 to 1.00 but

     > 4.00 to 1.00	4.00%	3.00%
	3	<
    4.00 to 1.00	3.75%	2.75%


 


Any
increase or decrease in the Applicable Margin resulting from a change in the Secured Leverage Ratio shall become effective as
of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 5.1(d); provided,
however, that “Pricing Level 1” for the table set forth above shall apply without regard to the Secured Leverage
Ratio at any time after the date on which any annual or quarterly financial statement was required to have been delivered pursuant
to Section 5.1(b) or Section 5.1(c) but was not delivered (or the Compliance Certificate related to such financial statements
was required to have been delivered pursuant to Section 5.1(d) but was not delivered), commencing with the first Business Day
immediately following such date and continuing until the first Business Day immediately following the date on which such financial
statements (or, if later, the Compliance Certificate related to such financial statements) are delivered. If, as a result of any
restatement of or other adjustment to the Borrower’s financial statements or for any other reason, the Borrower or the Lenders
determine that (i) the Secured Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii)
a proper calculation of such ratio would have resulted in higher interest for any period, the Borrower shall be obligated to pay
to the Administrative Agent for the account of the applicable Lenders promptly on demand by the Administrative Agent (or, after
the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, automatically and with any such demand by the Administrative Agent being excused), an amount equal to the excess
of the amount of interest that should have been paid for such period over the amount of interest actually paid for such period.


 


Notwithstanding
the foregoing, (i) to the extent required by Section 2.23(b) in connection with any Incremental Term Facility, each of the Applicable
Margins shall be increased as required by Section 2.23(b), and (ii) from and after the Extension, with respect to any Extended
Loans, the Applicable Margins specified for such Extended Loans shall be those specified in the applicable definitive documentation
thereof.”


 


(b)           The
definition of “Consolidated Adjusted EBITDA” set forth in Section 1.1 of the Term Loan Agreement is hereby amended
by amending and restating the last sentence thereof to read in its entirety as set forth below:


 


“Notwithstanding
the foregoing (including the limits set forth in clause (i)(j)(2) above and Section 1.3(e)), for purposes of determining Consolidated
Adjusted EBITDA under this Agreement for any period set forth on Schedule 1.1 to the Fifth Amendment, pro forma or “run
rate” adjustments attributable to the Spartan Acquisition for such period shall be up to the respective amounts set forth
on Schedule 1.1 to the Fifth Amendment on the line item “Spartan addback” for the applicable period indicated
thereon (which amounts, for the avoidance of doubt, shall not be subject to any further pro forma or “run rate” adjustments
permitted by clause (i)(j)(2) above and Section 1.3(e) with respect to events occurring following the Fifth Amendment Effective
Date with respect to the Spartan Acquisition).”


 




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(c)           The
definition of “Consolidated Net Income” set forth in Section 1.1 of the Term Loan Agreement is hereby amended by
inserting the following sentence at the end thereof:


 


“For
the avoidance of doubt, the impact of COVID-19 on the Borrower and its Restricted Subsidiaries shall not be considered an extraordinary
loss for purposes of sub-clause (ii)(g) of this definition.”


 


(d)          Section 1.1 of the Term Loan Agreement is hereby amended by inserting the following defined term in appropriate alphabetical
order:


 


“Benchmark
Replacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected
by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement
rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market
convention for determining a rate of interest as a replacement to Adjusted Eurodollar Rate for Dollar-denominated syndicated credit
facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would
be less than one percent (1.00%) per annum, the Benchmark Replacement will be deemed to be one percent (1.00%) per annum for the
purposes of this Agreement.


 


“Benchmark
Replacement Adjustment” means with respect to any replacement of the Adjusted Eurodollar Rate with an Unadjusted Benchmark
Replacement for each applicable Interest Period, the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving
due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such
spread adjustment, for the replacement of the Adjusted Eurodollar Rate with the applicable Unadjusted Benchmark Replacement by
the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment,
or method for calculating or determining such spread adjustment, for the replacement of the Adjusted Eurodollar Rate with the
applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.


 


“Benchmark
Replacement Conforming Changes” means with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Base Rate,” the definition of “Interest Period,” timing
and frequency of determining rates and making payments of interest and other administrative matters) that the Administrative Agent,
in consultation with the Borrower, reasonably decides may be appropriate to reflect the adoption and implementation of such Benchmark
Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market
practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of the Benchmark Replacement
exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with
the administration of this Agreement).


 


“Benchmark
Replacement Date” means the earlier to occur of the following events with respect to the Eurodollar Rate: (1) in the
case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public
statement or publication of information referenced therein and (b) the date on which the administrator of the Eurodollar Rate
permanently or indefinitely ceases to provide the Eurodollar Rate; or (2) in the case of clause (3) of the


 




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definition
of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.


 


“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the Adjusted Eurodollar
Rate:


 


(1)               
a public statement or publication of information by or on behalf of the administrator of the Adjusted Eurodollar Rare announcing
that such administrator has ceased or will cease to provide the Adjusted Eurodollar Rate, permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Adjusted
Eurodollar Rate;


 


(2)               
a public statement or publication of information by the regulatory supervisor for the administrator of the Adjusted Eurodollar
Rate, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for the Adjusted Eurodollar
Rate, a resolution authority with jurisdiction over the administrator for the Adjusted Eurodollar Rate or a court or an entity
with similar insolvency or resolution authority over the administrator for the Adjusted Eurodollar Rate, which states that the
administrator of the Adjusted Eurodollar Rate has ceased or will cease to provide the Adjusted Eurodollar Rate permanently or
indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will
continue to provide the Adjusted Eurodollar Rate; or


 


(3)               
a public statement or publication of information by the regulatory supervisor for the administrator of the Adjusted Eurodollar
Rate announcing that the Adjusted Eurodollar Rate is no longer representative.


 


“Benchmark
Transition Start Date” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark
Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective
event, the 90th day prior to the expected date of such event as of such public statement or publication of information
(or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such
statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Administrative Agent or the
Requisite Lenders, as applicable, by notice to the Borrower, the Administrative Agent (in the case of such notice by the Requisite
Lenders) and the Lenders.


 


“Benchmark
Unavailability Period” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred
with respect to the Eurodollar Rate and solely to the extent that the Adjusted Eurodollar Rate has not been replaced with a Benchmark
Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark
Replacement has replaced the Adjusted Eurodollar Rate for all purposes hereunder in accordance with Section 1.5 and (y) ending
at the time that a Benchmark Replacement has replaced the Eurodollar Rate for all purposes hereunder pursuant to Section 1.5.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230, as amended.


 


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. § 1841(k)) of such party.


 


“Consolidated
Fixed Charges” means, for any period, the sum, without duplication, of the amounts determined for the Borrower and its
Restricted Subsidiaries on a consolidated basis equal to: (i) Consolidated Cash Interest Expense (including, for this purpose,
any cash interest


 




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expense
in respect of Indebtedness of another Person that is guaranteed by the Borrower or any of its Restricted Subsidiaries); and (ii)
scheduled payments of principal on Indebtedness.


 


“Covered
Party” has the meaning specified in Section 10.25.


 


“Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.


 


“Early
Opt-in Election” means the occurrence of:


 


(1)               
(i) a determination by the Administrative Agent or (ii) a notification by the Requisite Lenders to the Administrative Agent (with
a copy to the Borrower) that the Requisite Lenders have determined that Dollar-denominated syndicated credit facilities being
executed at such time, or that include language similar to that contained in Section 1.5, are being executed or amended, as applicable,
to incorporate or adopt a new benchmark interest rate to replace the Adjusted Eurodollar Rate, and


 


(2)               
(i) the election by the Administrative Agent or (ii) the election by the Requisite Lenders to declare that an Early Opt-in Election
has occurred and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower
and the Lenders or by the Requisite Lenders of written notice of such election to the Administrative Agent. 


 


“Federal
Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org,
or any successor source.


 


“Fifth
Amendment” means the Fifth Amendment to this Agreement dated as of April 29, 2020, by and among the Borrower, the Guarantor
Subsidiaries, the Lenders party thereto and the Agents.


 


“Fifth
Amendment Effective Date” means April 29, 2020.


 


“Fixed
Charge Coverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA
for the four-Fiscal Quarter period then ending minus the sum of (a) Consolidated Capital Expenditures (excluding, without duplication,
the Acquisition and any other Consolidated Capital Expenditures, to the extent financed with any equity proceeds, Capital Stock,
or Indebtedness (other than with proceeds of ABL Loans) during such period and (b) the aggregate amount of Taxes on the overall
net income of the Borrower and its Restricted Subsidiaries and actually paid in cash during such period to (ii) Consolidated Fixed
Charges for such four-Fiscal Quarter period.


 


“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from
time to time.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. § 5390(c)(8)(D).


 


“QFC
Credit Support” has the meaning specified in Section 10.25.


 


“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 




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“SOFR”
means with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of
New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s
Website.


 


“Spartan
Acquisition” means the acquisition of the ER Business pursuant (and as defined) in that certain Asset Purchase Agreement
dated January 31, 2020 by and among Spartan Fire, LLC, a wholly-owned Restricted Subsidiary of the Borrower, the Borrower, Spartan
Motors, Inc. and Spartan Motors USA, Inc.


 


“Supported
QFC” has the meaning specified in Section 10.25.


 


“Term
SOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental
Body.


 


“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.


 


“U.S.
Special Resolution Regimes” has the meaning specified in Section 10.25.


 


(e)           Section
1 of the Term Loan Agreement is hereby amended by inserting the following new Sections 1.5 and 1.6:


 


“1.5LIBOR
Replacement. 


 


(a)       Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Credit Document, upon the occurrence of a Benchmark
Transition Event or an Early Opt-in Election, as applicable, the Administrative Agent and the Borrower may amend this Agreement
to replace the Adjusted Eurodollar Rate with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition
Event (including with respect to any Early Opt-In Election) will become effective at 5:00 p.m. on the fifth (5th) Business Day
after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative
Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Requisite Lenders.
No replacement of LIBOR with a Benchmark Replacement pursuant to this Section 1.5 will occur prior to the applicable Benchmark
Transition Start Date.


 


(b)
       Benchmark Replacement Conforming Changes. In connection with the implementation
of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from
time to time and, notwithstanding anything to the contrary herein or in any other Credit Document, any amendments implementing
such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to
this Agreement.


 


(c)       Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of
(i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement
Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any
Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination,
decision or election that may be made by the Administrative Agent or Lenders pursuant to this


 




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Section
1.5, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,
circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest
error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as
expressly required pursuant to this Section 1.5.


 


(d)       Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period,
the Borrower may revoke any request for a Eurodollar Rate Loan of, conversion to or continuation of Eurodollar Rate Loans to be
made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have
converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability
Period, the component of Base Rate based upon the Adjusted Eurodollar Rate will not be used in any determination of Base Rate.


 


1.6       Divisions.
For all purposes under the Credit Documents, in connection with any division or plan of division under Delaware law (or any comparable
event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the
asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been
organized on the first date of its existence by the holders of its equity interests at such time.”


 


(f)           Section 5.1(q) of the Term Loan Agreement is hereby amended to read in its entirety as set forth below:


 


“(q)Patriot
Act. Promptly following the Administrative Agent’s or any Lender’s request therefor, all documentation and other
information that the Administrative Agent or such Lender reasonably requests in order to comply with its on-going obligations
under applicable “know your customer”, anti-money laundering rules and regulations, including the Patriot Act and
the Beneficial Ownership Regulation; and”.


 


(g)              
The two provisos appearing at the end of Section 6.5(a) of the Term Loan Agreement are hereby amended to read in their
entirety as set forth below:


 


“provided
that the aggregate amount of such purchases or redemptions under this clause (a) shall not exceed (x) (i) $10,000,000 in any
Fiscal Year or portion thereof ended on or prior to the Fifth Amendment Effective Date, and (ii) $5,000,000 in the aggregate on
or after the Fifth Amendment Effective Date and (y) $40,000,000 in the aggregate;”.


 


(h)              
Section 6.5 of the Term Loan Agreement is hereby amended by inserting the following sentence at the end thereof:


 


“Notwithstanding
anything to the contrary set forth in this Section 6.5, commencing on the Fifth Amendment Effective Date, the Borrower will not
make any cash Restricted Junior Payments pursuant to Section 6.5(f), (g) or (l) unless after giving effect to such cash Restricted
Junior Payment, the Credit Parties are in compliance on a pro forma basis with a Secured Leverage Ratio for the four-Fiscal Quarter
period then last ended for which financial statements have been delivered pursuant to Section 5.1(b) or 5.1(c) calculated on a
pro forma basis in accordance with Section 1.3 as if such cash Restricted


 




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Junior
Payment had occurred on the first day of such period of no greater than 3.50 to 1.00; provided that in no event shall the
Borrower make any cash Restricted Junior Payment to repurchase its Capital Stock on or after the Fifth Amendment Effect Date (except
as permitted by Section 6.5(a), (h), (i) or (j)).”


 


(i)            Section
6.8 of the Term Loan Agreement is hereby amended to read in its entirety as set forth below:


 


“6.8.Financial
Covenants.


 


(a)       Secured
Leverage Ratio. The Borrower shall not permit the Secured Leverage Ratio for each four-Fiscal Quarter period ending on or
about the last day of any Fiscal Quarter set forth below calculated on the last day of each Fiscal Quarter listed below to be
greater than the ratio set forth below as of such Fiscal Quarter end date:


 


	Four-Fiscal
    Quarter Period Ending on or about	Secured
    Leverage Ratio
	January 31, 2020	5.00 to 1.00
	April 30, 2020	No Test
	July 31, 2020	No Test
	October 31, 2020	No Test
	January 31, 2021	5.25 to 1.00
	April 30, 2021	5.00 to 1.00
	July 31, 2021	4.75 to 1.00
	October 31, 2021	4.50 to 1.00
	January 31, 2022
    and the last day of 

    each Fiscal Quarter ending thereafter	4.25 to 1.00


 


(b)       Fixed
Charge Coverage Ratio. The Borrower shall not permit the Fixed Charge Coverage Ratio for each four-Fiscal Quarter period ending
on or about the last day of any Fiscal Quarter (commencing with the Fiscal Quarter ending April 30, 2020) to be less than 1.25
to 1.00; provided that the Fixed Charge Coverage Ratio shall not be tested commencing with the Fiscal Quarter ending January
31, 2021.”


 


(j)            Section
9 of the Term Loan Agreement is hereby amended by inserting the following new Section 9.13 at the end thereof:


 


“9.13ERISA
Matters.


 


(a)           Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party,
that at least one of the following is and will be true:


 


(i)                such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Employee
Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans,
the Commitments or this Agreement,


 




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(ii)        the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving
insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled
separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE
96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such
Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this
Agreement,


 


(iii)       (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender
to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into,
participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the
requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the
requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Commitments and this Agreement, or


 


(iv)      such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender to the effect that the Lender’s entrance into, participation in, administration of and performance of the
Loans, the Commitments and this Agreement will not be a non-exempt “prohibited transaction” under ERISA or Section
4975 of the Code.


 


(b)       In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender
has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent, the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the
benefit of the Borrower or any other Credit Party, that none of the Administrative Agent, the Arranger or any of their respective
Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Credit Document or any documents
related hereto or thereto).


 


(k)           Section
10 of the Term Loan Agreement is hereby amended by inserting the following new Section 10.25 at the end thereof:


 


“10.25
Acknowledgement Regarding Any Supported QFCs. To the extent that the Credit Documents provide support, through a guarantee
or otherwise, for any Hedging Agreement or any other agreement or instrument that is a QFC (such support, “QFC Credit
Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with
respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title
II of


 




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the
Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.
Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable
notwithstanding that the Credit Documents and any Supported QFC may in fact be stated to be governed by the laws of the State
of New York and/or of the United States or any other state of the United States):


 


In
the event a covered entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a
proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event
a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under the Credit Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may
be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were governed by the laws of the United
States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies
of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a
Supported QFC or any QFC Credit Support.”


 


3.            Conditions of Effectiveness. This Amendment shall become effective (the “Fifth Amendment Effective Date”)
upon the Administrative Agent’s receipt of a copy of this Amendment, executed by the Borrower, the Guarantor Subsidiaries,
the Agents and the Requisite Lenders.


 


4.             Amendment Fee. 


 


The
Borrower hereby covenants and agrees that, so long as the Fifth Amendment Effective Date occurs, it shall pay to each Lender which
executes and delivers to the Administrative Agent (or its designee) a counterpart hereof by the later to occur of (x) the close
of business on the Fifth Amendment Effective Date or (y) 8:00 p.m. (New York time) on April 29, 2020 (such later date, the “Outside
Date”), a non-refundable cash fee in an amount equal to 10 basis points (0.10%) of the outstanding principal amount
of Term Loans of such Lender, in each case as same is in effect on the Fifth Amendment Effective Date, which fees shall be paid
by the Borrower to the Administrative Agent for distribution to the applicable Lenders not later than the first Business Day following
the Outside Date.


 


5.             Representations
and Warranties. The Borrower and each Guarantor Subsidiary represents and warrants as follows:


 


(a)              
This Amendment has been duly authorized, executed and delivered by the Borrower and each Guarantor Subsidiary. This Amendment
and the Term Loan Agreement, as amended hereby, constitute legal, valid and binding obligations of the Borrower and each Guarantor
Subsidiary and are enforceable against the Borrower and each Guarantor Subsidiary in accordance with their respective terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’
rights generally or general principles of equity.


 




    10


     


    

(b)          Upon the effectiveness of this Amendment, the Borrower and each Guarantor Subsidiary hereby reaffirms all covenants made
in the Term Loan Agreement as amended hereby and agrees that, after giving effect to this Amendment, all representations and warranties
(except for those representations and warranties specifically made as of a prior date) shall be true and correct in all material
respects (or in all respects with respect to any representation or warranty which by its terms is limited as to materiality, in
each case, after giving effect to such qualification) on and as of the date hereof.


 


(c)           Both immediately before and after giving effect to this Amendment, no Event of Default or Default has occurred and is continuing.


 


6.               Effect on the Term Loan Agreement.


 


(a)           Upon
the effectiveness of this Amendment, each reference in the Term Loan Agreement to “this Agreement,”
“hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to
the Term Loan Agreement as amended hereby. This Amendment shall be a Credit Document for all purposes under the Term Loan
Agreement.


 


(b)          Except as specifically amended herein, the Term Loan Agreement, the Pledge and Security Agreement and all other documents,
instruments and agreements executed and/or delivered in connection therewith as in effect immediately prior to the effectiveness
of this Amendment, shall remain in full force and effect, and are hereby ratified and confirmed.


 


(c)           Except as specifically set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate
as a waiver of any right, power or remedy of Agents or Lenders, nor constitute a waiver of any provision of the Term Loan Agreement,
or any other documents, instruments or agreements executed and/or delivered under or in connection therewith.


 


7.             Governing
Law. This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed in
accordance with, the laws of the State of New York.


 


8.             Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.


 


9.             Counterparts; Facsimile. This Amendment may be executed by the parties hereto in one or more counterparts, each
of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature
delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto.


 


10.           Severability.
In case of one or more of the provisions contained in this Amendment shall be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired thereby.


 


[Remainder
of page left intentionally blank. Signature pages follow.]


 


 


 


 


 


 


 




    11


     


    

IN
WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first written above.


 








	 	REV GROUP, INC., as Borrower
	 	 	 
	 	 	 
	 	By:	 /s/ Dean J. Nolden
	 	Name: 	Dean J. Nolden
	 	Title: 	Treasurer & Chief Financial Officer




 


 




    
Signature Page to Fifth Amendment – REV Term Loan


     


    

AVERY TRANSPORT INC.

CAPACITY OF TEXAS, INC.





CHAMPION BUS, INC.





COLLINS BUS CORPORATION





COLLINS I HOLDING CORP.





COLLINS INDUSTRIES, INC.





COMPRESSED AIR SYSTEMS,
INC.





Detroit
Truck Manufacturing, LLC





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.





LANCE CAMPER MFG. CORP.

MOBILE PRODUCTS, INC.





Revability,
Inc.





Smeal
Holding, LLC





Smeal
SFA, LLC





Smeal
LTC, LLC





Spartan
Fire, LLC





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 Guarantor Subsidiaries


 


 





	By:	/s/ Dean J. Nolden	 
	Name:         	Dean J. Nolden	 
	Title:  	Treasurer & Chief Financial
    Officer	 




 


 




    
Signature Page to Fifth Amendment – REV Term Loan


     


    

 


 





	 	ALLY BANK, as a Sole Lead Arranger, Sole Book-Running Manager, Administrative Agent, Collateral Agent and a Lender
	 	 	 
	 	 	 
	 	By:	/s/ Joseph Skaferowsky 
	 	Name:     	Joseph Skaferowsky
	 	Title:  	Authorized Signatory










 




    
Signature Page to Fifth Amendment – REV Term Loan


     


    

 





	 	ing cAPITAL LLC, as a Lender  
	 	 	 
	 	 	 
	 	By:	/s/ Marilyn Densel Fulton
	 	Name:	Marilyn Densel Fulton
	 	Title:   	 Managing Director
	 	 	 
	 	By:	/s/ Naresh Purohit 
	 	Name:    	Naresh Purohit
	 	Title:    	Director







 




    
Signature Page to Fifth Amendment – REV Term Loan


     


    

 





	 	SUMITOMO
    MITSUI BANKING  CORPORATION, as a Lender  
	 	 	 
	 	 	 
	 	By:	 /s/ Glenn Autorino
	 	Name:    	Glenn Autorino
	 	Title:	Managing Director







 


 





 




    
Signature Page to Fifth Amendment – REV Term Loan


     


    

 








	 	WEBSTER BUSINESS CREDIT CORPORATION, as a Lender  
	 	 	 
	 	 	 
	 	By:	/s/ Arthur Kim
	 	Name:     	Arthur Kim
	 	Title:  	Duly Authorized Signatory




 


 





 




    
Signature Page to Fifth Amendment – REV Term Loan


     


    

 





	 	U.S.
    BANK NATIONAL ASSOCIATION, as a Lender  
	 	 	 
	 	 	 
	 	By:	/s/ Thomas P. Chidester
	 	Name:    	 Thomas P. Chidester
	 	Title:	 Vice President







 


 




    
Signature Page to Fifth Amendment – REV Term Loan


     


    

 





	 	TRUIST
    BANK (formerly known as BRANCH
    BANKING AND TRUST COMPANY, as a Lender  
	 	 	 
	 	 	 
	 	By:	/s/
Mark Bohntinsky
	 	Name:     	Mark Bohntinsky
	 	Title:	Managing Director










 




    
Signature Page to Fifth Amendment – REV Term Loan


     


    

 


SCHEDULE
1.1








Spartan Acquisition

Pro Forma Cost Savings and “Run Rate” Reductions





(in Millions)


 


	 	Q3
    F20	Q4
    F20	Q1
    F21	Q2
    F21	Q3
    F21	Q4
    F21	Q1
    F22
	Spartan addback	$ 14.3 	 $ 13.0 	 $11.0 	 $8.7 	 $6.0 	 $ 2.8 	 $ -