Exhibit No. 1.1 BRUNSWICK CORPORATION (a Delaware corporation) Debt Securities UNDERWRITING AGREEMENTUnderwriting Agreement • August 21st, 1997 • Brunswick Corp • Engines & turbines • New York
dated as ofCredit Agreement • March 11th, 2003 • Brunswick Corp • Engines & turbines • New York
EXHIBIT 10.1 SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT --------------------Employment Agreement • March 24th, 1999 • Brunswick Corp • Engines & turbines • Illinois
WITNESSETH THAT: ---------------Employment Agreement • March 24th, 1999 • Brunswick Corp • Engines & turbines • Illinois
Exhibit 10.7 ------------ AMENDED AND RESTATED EMPLOYMENT AGREEMENT -------------------- This Agreement, made and entered into as of February 3, 1997 (the "Effective Date"), by and between BRUNSWICK CORPORATION, a Delaware corporation (the "Company"),...Employment Agreement • March 28th, 1997 • Brunswick Corp • Engines & turbines • Illinois
dated as of May 22, 1997 amongCredit Agreement • March 8th, 2002 • Brunswick Corp • Engines & turbines • New York
Brunswick Corporation Underwriting AgreementUnderwriting Agreement • March 18th, 2024 • Brunswick Corp • Engines & turbines • New York
Brunswick Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $400,000,000 aggregate principal amount of its 5.850% Senior Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of October 3, 2018 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”). The Base Indenture will be supplemented by a Sixth Supplemental Indenture (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) to be dated as of the Closing Date between the Company and the Trustee to establish certain terms of the Securities.
ANDIndenture • October 10th, 2001 • Brunswick Corp • Engines & turbines
AGREEMENT ---------Employment Agreement • May 14th, 2001 • Brunswick Corp • Engines & turbines • Illinois
EXHIBIT 10.30 EMPLOYMENT AGREEMENT AGREEMENT (this "Agreement"), dated as of July 1, 1997, by and between BRUNSWICK CORPORATION ("Brunswick") and AUGUSTINE NIETO II (the "Executive"). RECITALS A. Brunswick desires to employ the Executive as President...Employment Agreement • March 27th, 1998 • Brunswick Corp • Engines & turbines • Illinois
AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 21, 2011, as amended and restated as of June 26, 2014, as further amended and restated as of June 30, 2016, as further amended as of July 13, 2018, as further amended and restated as of September...Credit Agreement • July 19th, 2021 • Brunswick Corp • Engines & turbines • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of March 21, 2011, as amended and restated as of June 26, 2014, as further amended and restated as of June 30, 2016, as further amended as of July 13, 2018, as further amended and restated as of September 26, 2018, as further amended as of November 12, 2019, and as further amended and restated as of July 16, 2021 among BRUNSWICK CORPORATION, certain SUBSIDIARIES of Brunswick Corporation that may be SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC. and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners, BANK OF AMERICA, N.A. and WELLS FARGO BANK, N.A., as Syndication Agents, and U.S. Bank, N.A., Citizens Bank, N.A. and Truist Bank, as Documentation Agents.
BRUNSWICK CORPORATION TERMS AND CONDITIONS OF EMPLOYMENT[1]Employment Agreement • February 16th, 2024 • Brunswick Corp • Engines & turbines • Delaware
These TERMS AND CONDITIONS OF EMPLOYMENT (the “Agreement”), effective as of [DATE] (the “Effective Date”), between Brunswick Corporation, a Delaware corporation with its headquarters at 26125 N. Riverwoods Blvd., Mettawa, IL, 60045 (the “Company”), and [NAME] (the “Executive”).
Brunswick Corporation Underwriting AgreementUnderwriting Agreement • March 29th, 2022 • Brunswick Corp • Engines & turbines • New York
Brunswick Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $450,000,000 aggregate principal amount of its 4.400% Senior Notes due 2032 (the “2032 Notes”) and $300,000,000 aggregate principal amount of its 5.100% Senior Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Securities”). The Securities will be issued pursuant to an Indenture dated as of October 3, 2018 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee (the “Trustee”). The Base Indenture will be supplemented by a Fifth Supplemental Indenture (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) to be dated as of the Closing Date between the Company and the Trustee to establish c
Brunswick CorporationUnderwriting Agreement • August 18th, 2021 • Brunswick Corp • Engines & turbines • New York
Brunswick Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $450,000,000 aggregate principal amount of its 0.850% Senior Notes due 2024 (the “2024 Notes”) and $550,000,000 aggregate principal amount of its 2.400% Senior Notes due 2031 (the “2031 Notes” and, together with the 2024 Notes, the “Securities”). The Securities will be issued pursuant to an Indenture dated as of October 3, 2018 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Base Indenture will be supplemented by a Fourth Supplemental Indenture (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) to be dated as of the Closing Date between the Company and the Trustee to establish certain terms of the Securities.
BRUNSWICK CORPORATION (a Delaware corporation) PURCHASE AGREEMENT Dated August 12, 2008Purchase Agreement • August 15th, 2008 • Brunswick Corp • Engines & turbines • New York
Brunswick Corporation, a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Banc of America Securities LLC (“Banc of America”) and J.P. Morgan Securities Inc. (“JPMorgan”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Banc of America and JPMorgan are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $250,000,000 aggregate principal amount of the Company’s 9.75% Senior Notes due 2013 (the “Securities”). The Securities are to be issued pursuant to an indenture, dated as of March 15, 1987 (the “Indentur
BRUNSWICK CORPORATIONTerms and Conditions of Employment • December 10th, 2018 • Brunswick Corp • Engines & turbines • Delaware
BRUNSWICK CORPORATION,as IssuerTHE SUBSIDIARY GUARANTORS PARTIES HERETO 4.625% Senior Notes due 2021 __________________ INDENTURE Dated as of May 13, 2013 __________________ U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • May 13th, 2013 • Brunswick Corp • Engines & turbines • New York
INDENTURE, dated as of May 13, 2013 (this “Indenture”), among BRUNSWICK CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), certain subsidiaries of the Company from time to time parties hereto (the “Subsidiary Guarantors”) and US BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”).
CREDIT AGREEMENT dated as of March 21, 2011 between BRUNSWICK CORPORATION, The SUBSIDIARY BORROWERS Party Hereto, The GUARANTORS Party Hereto, The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC,...Credit Agreement • March 22nd, 2011 • Brunswick Corp • Engines & turbines • New York
This CREDIT AGREEMENT (this “Agreement”), dated as of March 21, 2011, among BRUNSWICK CORPORATION, certain SUBSIDIARIES of Brunswick Corporation that may be SUBSIDIARY BORROWERS party hereto, certain SUBSIDIARIES of Brunswick Corporation and BRUNSWICK CORPORATION that shall be GUARANTORS party hereto, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO CAPITAL FINANCE, LLC, as Joint Lead Arrangers, J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO CAPITAL FINANCE, LLC, as Joint Bookrunners, BANK OF AMERICA, N.A. and WELLS FARGO CAPITAL FINANCE, LLC, as Syndication Agents, and SUNTRUST BANK and RBS BUSINESS CAPITAL, A DIVISION OF RBS ASSET FINANCE, INC., as Documentation Agents.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 28th, 2018 • Brunswick Corp • Engines & turbines • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of March 21, 2011, as amended and restated as of June 26, 2014, as further amended and restated as of June 30, 2016, as further amended as of July 13, 2018 and as further amended and restated as of September 26, 2018, among BRUNSWICK CORPORATION, certain SUBSIDIARIES of Brunswick Corporation that may be SUBSIDIARY BORROWERS party hereto, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners, BANK OF AMERICA, N.A. and WELLS FARGO BANK, N.A., as Syndication Agents, and SUNTRUST BANK, U.S. BANK NATIONAL ASSOCIATION and CITIZENS BANK N.A., as Documentation Agents.
Brunswick Corporation 6.500% Senior Notes due 2048 Underwriting AgreementUnderwriting Agreement • October 3rd, 2018 • Brunswick Corp • Engines & turbines • New York
RIGHTS AGREEMENTRights Agreement • March 14th, 1996 • Brunswick Corp • Engines & turbines • Delaware
RESTATED AGREEMENT RELATING TO THE PURCHASE OF MARINEMAX COMMON STOCKRestated Agreement Relating to the Purchase of Marinemax Common Stock • June 29th, 1998 • Brunswick Corp • Engines & turbines • Delaware
EXTENSION AMENDMENTCredit Agreement • November 13th, 2019 • Brunswick Corp • Engines & turbines • New York
EXTENSION AMENDMENT, dated as of November 12, 2019 (this “Extension Amendment”), to the Amended and Restated Credit Agreement, dated as of March 21, 2011, as amended and restated as of June 26, 2014, as further amended and restated as of June 30, 2016, as further amended as of July 13, 2018, and as further amended and restated as of September 26, 2018 (as otherwise amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), among Brunswick Corporation, a Delaware corporation (the “Company”), certain subsidiaries of the Company that may be Subsidiary Borrowers party thereto (the “Subsidiary Borrowers”, and together with the Company, the “Borrowers”), the Company as guarantor of the amount owing by each Subsidiary Borrower thereunder (the “Guarantor”), the several banks and other financial institutions or entities from time to time party thereto as lenders (collectively and including the Issuing Lenders, the “Lenders”), JPMorg
BUSINESS FINANCING AGREEMENTBusiness Financing Agreement • June 4th, 2009 • Brunswick Corp • Engines & turbines • Illinois
This Business Financing Agreement (as from time to time amended, “Agreement”) is between GE Commercial Distribution Finance Corporation (“CDF”), with its chief executive office and principal place of business at 5595 Trillium Boulevard, Hoffman Estates, Illinois 60192 and Brunswick Corporation, a Delaware corporation with its chief executive office at 1 N. Field Court, Lake Forest, IL 60045 (“Borrower”).
EXECUTIVE SEVERANCE BENEFITS AND CHANGE IN CONTROL AGREEMENTExecutive Severance Benefits and Change in Control Agreement • March 9th, 2001 • Brunswick Corp • Engines & turbines • Illinois
BRUNSWICK CORPORATIONSecond Supplemental Indenture • December 3rd, 2018 • Brunswick Corp • Engines & turbines • New York
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 25th, 2009 • Brunswick Corp • Engines & turbines • Illinois
THIS FIRST SUPPLEMENTAL INDENTURE (“First Supplemental Indenture”) is made this 21st day of August, 2009, among BRUNSWICK CORPORATION, a Delaware corporation (the “Company”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor trustee (the “Trustee”).
FIRST AMENDMENTTerm Loan Credit Agreement • September 28th, 2018 • Brunswick Corp • Engines & turbines • New York
FIRST AMENDMENT, dated as of September 26, 2018 (this “First Amendment”), to the Term Loan Credit Agreement, dated as of August 7, 2018 (as otherwise amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), among Brunswick Corporation, a Delaware corporation (the “Company”), the several banks and other financial institutions or entities from time to time party thereto as lenders (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”), and the other Agents party thereto, between the Company and the Administrative Agent, acting on behalf of the Lenders pursuant to the authority set forth in the Existing Credit Agreement.
ContractGlobal Security Agreement • December 3rd, 2018 • Brunswick Corp • Engines & turbines
THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 11.04 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED PURSUANT TO SECTION 2.01(c) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELATION PURSUANT TO SECTION 2.08 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
Management Warranty Agreement by and amongManagement Warranty Agreement • June 25th, 2021 • Brunswick Corp • Engines & turbines
BRUNSWICK CORPORATION and as Trustee SIXTH SUPPLEMENTAL INDENTURE Dated as of March 18, 2024 to INDENTURE Dated as of October 3, 2018Indenture • March 18th, 2024 • Brunswick Corp • Engines & turbines • New York
SEPARATION AGREEMENTSeparation Agreement • October 31st, 2018 • Brunswick Corp • Engines & turbines
This Separation Agreement (this “Agreement”) is made by and among Jaime A. Irick (“You” or “Your”) and Brunswick Corporation (“Brunswick” or the “Company”), as of the date set forth below in connection with the payments and benefits to be provided to You by the Company (as set forth on Schedule A attached hereto), and in association with the termination of Your employment with the Company on October 29, 2018.
TERM LOAN CREDIT AGREEMENT dated as of August 7, 2018, among BRUNSWICK CORPORATION, The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative AgentTerm Loan Credit Agreement • August 9th, 2018 • Brunswick Corp • Engines & turbines • Delaware
This TERM LOAN CREDIT AGREEMENT (this “Agreement”), dated as of August 7, 2018, among BRUNSWICK CORPORATION, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
ContractGlobal Security Agreement • March 4th, 2019 • Brunswick Corp • Engines & turbines
THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 11.04 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED PURSUANT TO SECTION 2.01(c) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELATION PURSUANT TO SECTION 2.08 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
ContractGlobal Security Agreement • October 3rd, 2018 • Brunswick Corp • Engines & turbines
THIS GLOBAL SECURITY IS HELD BY AND REGISTERED IN THE NAME OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 11.04 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED PURSUANT TO SECTION 2.01(c) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELATION PURSUANT TO SECTION 2.08 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
