ABL CREDIT AGREEMENT Dated as of August 4, 2017 among HAYWARD ACQUISITION CORP., as Initial US Borrower, to be merged with and into HAYWARD INDUSTRIES, INC., as survivor of the Merger and US Borrower, HAYWARD POOL PRODUCTS CANADA, INC. / PRODUITS DE...Abl Credit Agreement • February 17th, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New York
ABL CREDIT AGREEMENT, dated as of August 4, 2017 (this “Agreement”), by and among Hayward Acquisition Corp., a New Jersey corporation (the “Initial US Borrower”, to be merged with and into the Company (as defined below) pursuant to the Merger (as defined below), with the Company as survivor of the Merger, the “US Borrower”), Hayward Intermediate, Inc., a Delaware corporation (“Holdings”), Hayward Pool Products Canada, Inc. / Produits De Piscines Hayward Canada, Inc., a Canadian federal corporation (the “Canadian Borrower”), the Lenders from time to time party hereto, including Bank of America, N.A. (“Bank of America”), and Bank of America, in its capacities as administrative agent and collateral agent (the “Administrative Agent”), the Swingline Lender and the Issuing Bank, with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), Jefferies Finance LLC (“Jefferies”), Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), Nomura Securities International, Inc. (“Nomura”), PNC Ca
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE SECOND Amended and restated Hayward HOLDINGS, Inc. 2017 Equity Incentive Plan Name of Optionee: Eifion jones (the “Optionee”)Non-Qualified Stock Option Agreement • February 17th, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • Delaware
Pursuant to the Second Amended and Restated Hayward Holdings, Inc. 2017 Equity Incentive Plan (the “Plan”), Hayward Holdings, Inc., a Delaware corporation (together with all successors thereto, the “Company”), hereby grants to the Optionee, who is an officer, employee, director, consultant or other key person of the Company or any of its Subsidiaries, an option (the “Stock Option”) to purchase on or prior to the Expiration Date, or such earlier date as is specified herein, all or any part of the number of shares of Class B Common Stock, par value $0.001 per share of stock (“Stock”), of the Company indicated above (the “Option Shares of Stock,” and such shares of stock once issued shall be referred to as the “Issued Shares of Stock”), at the Option Exercise Price per share, subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement (this “Agreement”) and in the Plan. This Stock Option is not intended to qualify as an “incentive stock option” as defined in
RESTRICTED STOCK AGREEMENT UNDER THE Hayward HOLDINGS, Inc. SECOND AMENDED AND RESTATED 2017 Equity Incentive PlanRestricted Stock Agreement • February 17th, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • Delaware
Pursuant to the Hayward Holdings, Inc. Second Amended and Restated 2017 Equity Incentive Plan (as amended, modified, supplemented or restated and in effect from time to time, the “Plan”), Hayward Holdings, Inc., a Delaware corporation (together with its successors, the “Company”), hereby grants to the individual named above, who is an employee of the Company or any of the Subsidiaries, the shares of Restricted Stock (as defined below), pursuant to which the shares of Restricted Stock are valued at the Per Share Value, which Per Share Value represents the Fair Market Value per share on the Grant Date, subject to the terms and conditions set forth herein and in the Plan. The Holder agrees to the provisions set forth herein, as well as the provisions set forth in the Charter and the Stockholders' Agreement in respect of the Restricted Stock, and acknowledges that each such provision is a material condition of the Company’s agreement to issue and sell the shares of Restricted Stock to him.
Anthony P. Colucci ReleaseRelease Agreement • February 17th, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New Jersey
For good and valuable consideration, and in satisfaction of the Executive’s rights under the Employment Agreement dated as of May 17, 2018 (the “Employment Agreement”), which rights are set forth in full on Schedule A hereto, which is incorporated by reference herein, this agreement and release (the “Release”) is entered into by and among Antony P. Colucci (the “Executive”), Hayward Industries, Inc. (the “Company”) and Hayward Holdings, Inc. (the “Parent”, and together with the Company, the “Companies”).
AMENDMENT NO. 1Abl Credit Agreement • February 17th, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New York
AMENDMENT NO. 1 (this “First Amendment”) dated as of March 30, 2018 to the ABL Credit Agreement dated as of August 4, 2017 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among Hayward Industries, Inc., a New Jersey corporation (the “Lead Borrower”), Hayward Intermediate, Inc. a Delaware corporation (“Holdings”), Hayward Pool Products Canada, Inc. / Produits De Piscines Hayward Canada, Inc., a Canadian federal corporation (the “Canadian Borrower” and, together with the Lead Borrower, each a “Borrower” and, collectively, the “Borrowers”), the Lenders from time to time party thereto, including Bank of America, N.A. (“Bank of America”), and Bank of America, in its capacities as administrative agent and collateral agent (in such capacities, the “Agent”), the Swingline Lender and the Issuing Bank.
SECOND LIEN CREDIT AGREEMENT Dated as of August 4, 2017 among HAYWARD ACQUISITION CORP., as Initial Borrower, to be merged with and into HAYWARD INDUSTRIES, INC., as survivor of the Merger and Borrower HAYWARD INTERMEDIATE, INC., as Holdings, THE...Second Lien Credit Agreement • February 17th, 2021 • Hayward Holdings, Inc. • Refrigeration & service industry machinery • New York
SECOND LIEN CREDIT AGREEMENT, dated as of August 4, 2017 (this “Agreement”), by and among Hayward Acquisition Corp., a New Jersey corporation (the “Initial Borrower”, to be merged with and into the Company (as defined below) pursuant to the Merger (as defined below), with the Company as survivor of the Merger, the “Borrower”), Hayward Intermediate, Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party hereto including Bank of America, N.A. (“Bank of America”), in its capacities as administrative agent and collateral agent (the “Administrative Agent”).
