Exhibit 10.1
EXECUTION VERSION
SECOND INCREMENTAL FACILITY AMENDMENT AND SECOND AMENDMENT
dated as of May 14, 2019
to the
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
dated as of June 28, 2017
among
MALIBU BOATS, LLC,
as the Borrower
MALIBU BOATS HOLDINGS, LLC,
as the Parent and a Guarantor
THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,
as the other Guarantors
THE LENDERS FROM TIME TO TIME PARTY HERETO,
JPMORGAN CHASE BANK, N.A.
as Syndication Agent
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
and
REGIONS BANK,
as Co-Documentation Agents
and
SUNTRUST BANK,
as Administrative Agent, Swingline Lender and Issuing Bank
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SUNTRUST ROBINSON HUMPHREY, INC.
and
JPMORGAN CHASE BANK, N.A.,
as Joint Lead Arrangers and Joint Bookrunners
SECOND INCREMENTAL FACILITY AMENDMENT AND SECOND AMENDMENT
TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND INCREMENTAL FACILITY AMENDMENT AND SECOND AMENDMENT TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of May 14,
2019 to the Credit Agreement referenced below is by and among Malibu Boats, LLC,
a Delaware limited liability company (the "Borrower"), Malibu Boats Holdings,
LLC, a Delaware limited liability company (the "Parent"), the Guarantors
identified on the signature pages hereto, the Incremental Lenders (defined
below) and SunTrust Bank, in its capacity as Administrative Agent (in such
capacity, the "Administrative Agent").
W I T N E S S E T H
WHEREAS, a revolving credit facility and term loan facility have been extended
to the Borrower pursuant to the Second Amended and Restated Credit Agreement (as
further amended, modified, supplemented, increased and extended from time to
time, the "Credit Agreement") dated as of June 28, 2017 among the Borrower, the
Parent, the Guarantors identified therein, the Lenders identified therein and
the Administrative Agent;
WHEREAS, subject to the terms and conditions of the Credit Agreement, and
pursuant to Section 2.23 of the Credit Agreement, the Borrower has requested
that (a) the financial institutions identified on the signature pages hereto as
"Incremental Lenders" (collectively, the "Incremental Lenders") provide a
portion of an increase to the Aggregate Revolving Commitments in an aggregate
principal amount of $35,000,000 as set forth on Schedule I attached hereto (the
"Incremental Revolving Commitments") and (b) each Lender with a Revolving
Commitment agrees to extend the Revolving Commitment Termination Date for the
Revolving Commitments to July 1, 2024 and (c) the Credit Agreement be otherwise
amended in the manner provided for herein; and
WHEREAS, each Incremental Lender has agreed to provide an Incremental Revolving
Commitment and the Lenders have agreed to amend the Credit Agreement, in each
case on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Defined Terms. Capitalized terms used herein but not otherwise defined
herein shall have the meanings provided to such terms in the Credit Agreement as
amended by this Amendment.
2.
Increase of Aggregate Revolving Commitments.
(a)
Each Incremental Lender severally agrees to make