INDEMNIFICATION AGREEMENTIndemnification Agreement • December 13th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [ ], by and between Malibu Boats, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 13th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • Tennessee
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of , 2014 (the “Effective Date”), by and between Malibu Boats, Inc., a Delaware corporation (the “Company”), and Ritchie Anderson, an individual (“Executive”).
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • December 13th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of , 20 , is hereby entered into by and among Malibu Boats, Inc., a Delaware corporation (the “Corporation”), Malibu Boats Holdings, LLC, a Delaware limited liability company (“Holdings”), and each of the Members (as defined herein).
EXCHANGE AGREEMENTExchange Agreement • December 13th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
MALIBU BOATS HOLDINGS, LLC FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of , 20Limited Liability Company Agreement • December 13th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Malibu Boats Holdings, LLC, a Delaware limited liability company (the “Company”), dated and effective as of [ ], 20 (the “Effective Date”), is adopted, executed and agreed to, for good and valuable consideration, by and among the Company and each other Person who is or at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to any Member shall include such Member’s Successors in Interest to the extent such Successors in Interest have become Substituted Members in accordance with the provisions of this Agreement.
VOTING AGREEMENTVoting Agreement • December 13th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of December , 2013, by and among Malibu Boats, Inc., a Delaware corporation (the “Company”), Black Canyon Management LLC, a Delaware limited liability company (“Black Canyon”), and Jack D. Springer, a resident of the State of Texas, Wayne D. Wilson, a resident of the State of Tennessee, and Ritchie L. Anderson, a resident of the State of Tennessee (collectively, “Management”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2013 • Malibu Boats, Inc. • Ship & boat building & repairing • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of , 20 , by and among Malibu Boats, Inc., a Delaware corporation (the “Company”), Black Canyon Management LLC, a Delaware limited liability company (“Black Canyon”), Black Canyon Direct Investment Fund L.P., a Delaware limited partnership, Black Canyon Investments L.P., a Delaware limited partnership, Canyon Value Realization Fund, L.P., a Delaware limited partnership, The Canyon Value Realization Master Fund, L.P., a Cayman Islands limited partnership, and Loudon Partners, LLC, a Delaware limited liability company.
MASTER LEASE AGREEMENTMaster Lease Agreement • December 13th, 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 Agreement • December 13th, 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”).
SECURITY AGREEMENTSecurity Agreement • December 13th, 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”).
