SECURITY AGREEMENTSecurity Agreement • November 8th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing
THIS SECURITY AGREEMENT (the “Security Agreement”) dated as of July 16, 2013 between by and between MALIBU BOATS, LLC, a Delaware limited liability company (the “Borrower”), MALIBU BOATS HOLDINGS, LLC, a Delaware limited liability company (the “Parent”) and MALIBU BOATS DOMESTIC INTERNATIONAL SALES CORP., a Delaware corporation (collectively, the “Debtors”), and SUNTRUST BANK, a Georgia state banking corporation, in its capacity as Administrative Agent for the holders of the Indebtedness (defined below) (“Secured Party”).
MASTER LEASE AGREEMENTMaster Lease Agreement • November 8th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • Arizona
THIS MASTER LEASE AGREEMENT (this “Lease”) is made as of March 31, 2008 (the “Effective Date”), by and between SPIRIT MASTER FUNDING IV, LLC, a Delaware limited liability company (“Lessor”), whose address is 14631 N. Scottsdale Road, Suite 200, Scottsdale, Arizona 85254-2711, and MALIBU BOATS, LLC, a Delaware limited liability company (“Lessee”), whose address is One Malibu Court, Merced, California 95340. Capitalized terms not defined herein shall have the meanings set forth in Exhibit A hereto.
SUBLEASESublease • November 8th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing
THIS SUBLEASE AGREEMENT (“Sublease”) is made and effective as of March 31, 2008 (the “Effective Date”), by and between SPIRIT MASTER FUNDING IV, LLC, a Delaware limited liability company (“Spirit”), and MALIBU BOATS, LLC, a Delaware limited liability company (“Malibu”).
TRADEMARK AND PATENT SECURITY AGREEMENTTrademark and Patent Security Agreement • November 8th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
This Trademark and Patent Security Agreement (this “Trademark and Patent Security Agreement”), dated July 16, 2013, by MALIBU BOATS, LLC, a Delaware limited liability company (the “Debtor”), entered into in favor of SUNTRUST BANK, a Georgia state banking corporation (together with its successors and assigns, the “Secured Party”) as Administrative Agent for the Lenders, pursuant to the agreement titled Security Agreement and dated as of the date hereof (the “Security Agreement”).
SCHEDULE to the1992 Isda Master Agreement • November 8th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • New York
MALIBU BOATS, LLC SECOND AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • November 8th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • California
This SECOND AMENDMENT TO MANAGEMENT AGREEMENT (this “Second Amendment”) is effective as of July 11, 2012 (the “Effective Date”), and entered into by and between Malibu Boats,’ LLC, a Delaware limited liability company (the “Company”), and Malibu Boats Investor, LLC, a Delaware limited liability company (formerly known as Malibu Investor, LLC) (“Parent”), and is made with reference to the Management Agreement dated as of August 7, 2006, by and between the Company and Parent (the “Management Agreement”), as previously amended by that certain First Amendment and Waiver to Management Agreement dated effective as of September 29, 2009 (the “First Amendment”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Management Agreement.
MANAGEMENT AGREEMENTManagement Agreement • November 8th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • California
This Management Agreement (this “Agreement”) is entered into as of August 7, 2006 by and between Malibu Boats, LLC, a Delaware limited liability company (the “Company”), and Malibu Investor, LLC, a Delaware limited liability company (“Parent”).
MALIBU BOATS, LLC FIRST AMENDMENT AND WAIVER TO MANAGEMENT AGREEMENTManagement Agreement • November 8th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • California
This FIRST AMENDMENT AND WAIVER TO MANAGEMENT AGREEMENT (this “Amendment”) is effective as of September 29, 2009 (the “Amendment Effective Date”), and entered into by and between Malibu Boats, LLC, a Delaware limited liability company (the “Company”), and Malibu Boats Investor, LLC, a Delaware limited liability company (formerly known as Malibu Investor, LLC, the “Parent”), and is made with reference to the Management Agreement dated as of August 7, 2006 (the “Management Agreement”), by and between Company and Parent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Management Agreement.
