Sale and Purchase Agreement (SPA) Amendment Agreement, dated as of February 1, 2019, by and among the Company, Tyr Holdings LLC & Co. KG, a wholly-owned subsidiary of the Company and the selling parties identified therein

Mrs. Gertraud Hymer, born on 3 February 1951 in Weiler im Allgäu, Germany, residing in Bad Waldsee, Germany,

Mrs. Carolin Hachenberg, born on 16 June 1984 in Wangen im Allgäu, Germany, residing in Munich, Germany,

Mr. Christian Hymer, born on 20 November 1985 in Wangen im Allgäu, Germany, residing in Munich, Germany,

Tyr Holdings LLC & Co. KG, a limited partnership (Kommanditgesellschaft) under the laws of Germany, having its office in Holzstraße 19, 88339 Bad Waldsee, Germany, and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Ulm under HRA 726307,

Thor Industries Inc., a corporation under the laws of Delaware, USA, having its registered office in Wilmington, Delaware, and registered with the Department of State, Division of Corporations of the State of Delaware under file number ###-###-####,

1.

Transaction Dates

2.

Carve-Out Transaction

3.

Notification of Actual Upstream Loan Amounts

4.

Adjustment of the Purchase Price

5.

Financing

6.

Sellers’ Accounts

7.

Closing Events

8.

Sellers’ Guarantees

9.

Further Confirmations and Amendments in Relation to the Carve-Out Transaction

10.

Filing of the Registration Statement; Cooperation

11.

Waiver of Notice Requirements

12.

No Further Changes to SPA

13.

Right to Withdraw

14.

Dispute Resolution

Exhibit 2.1

Carve-Out Agreement

Exhibit 5.1

Contribution Agreement

Exhibit 5.2

Relevant Payments

Exhibit 6.1

Seller 1’s Account

Exhibit 6.2

Seller 2’s Account

Exhibit 6.3

Seller 3’s Account

Exhibit 9.4

Step-up Methodology

Exhibit 14

Revised Arbitration Agreement

Agreed Closing Date

as defined in Section 1.3

Amendment Agreement

as defined in Recital (B)

Carve-Out Transaction

as defined in Section 2.1

Carve-Out Agreement

as defined in Section 2.1

Carve-Out Entities

as defined in Section 2.2

Contribution Agreement

as defined in Section 5.1

EHG NA

as defined in Section 2.1.1

EHG USA

as defined in Section 2.1.3

EHG USA GP

as defined in Section 2.1.2

Guarantor

as defined in the list of parties

NewCo

as defined in Section 2.1

Party / Parties

as defined in the list of parties

Purchaser

as defined in the list of parties

Relevant Payments

as defined in Section 5.2

S1 Debt Repayment Contribution

as defined in Section 5.4.1

S2 Debt Repayment Contribution

as defined in Section 5.4.2

S3 Debt Repayment Contribution

as defined in Section 5.4.3

Seller / Sellers

as defined in the list of parties

Seller 1

as defined in the list of parties

Seller 2

as defined in the list of parties

Seller 3

as defined in the list of parties

Sellers’ Debt Repayment Contribution

as defined in Section 5.1

SPA

as defined in Recital (A)

True-Up Amount

as defined in Section 4.4

WHEREAS, on 18 September 2018, the Parties entered into a certain sale and purchase agreement regarding the sale and purchase of the EHG Group (herein “SPA”).

WHEREAS, except as otherwise set forth in this amendment agreement (herein “Amendment Agreement”), all terms in capital letters used in this Amendment Agreement shall have the meaning ascribed to them in the SPA.

WHEREAS, the Parties wish to carve-out the US and Canadian Subsidiaries of the EHG Group from the transaction perimeter prior to the Closing of the SPA and in this context also wish to amend certain other provisions of the SPA and to make certain notifications contemplated under the SPA.

Transaction Dates

The Parties hereby confirm that 18 September 2018 shall be the Signing Date within the meaning of Section 1.1 of the SPA.

The Parties hereby confirm that the last Clearance was obtained on 23 November 2018 and that accordingly the Positive Closing Condition has been fulfilled as from such date.

The Parties hereby confirm that the Negative Closing Condition is fulfilled as of the date hereof and the Scheduled Closing Date shall be 1 February 2019 (herein “Agreed Closing Date”), provided that the Negative Closing Condition is fulfilled or duly waived as of the Agreed Closing Date.

Carve-Out Transaction

Prior to the execution of this Amendment Agreement, the Target Company and EHGV sold (verkauften) and transferred (übertrugen) on 31 January 2019 with immediate effect:

all shares in Erwin Hymer Group North America, Inc., a corporation under the laws of the Province of Ontario, Canada, registered with the commercial register of the Province of Ontario, Canada, under registration number 1951522 (herein “EHG NA”);

all shares in Erwin Hymer Group Holding Management Corporation, a corporation under the laws of Delaware, USA, registered with the Department of State, Division of Corporations of the State of Delaware, USA, under file number ###-###-#### (herein “EHG USA GP”); and

all limited partnership interests in Erwin Hymer Group Holding USA L.P., a limited partnership under the laws of Delaware, USA, registered with the Department of State, Division of Corporations of the State of Delaware, USA, under file number ###-###-#### (herein “EHG USA”),

The term “Carve-Out Entities” shall collectively mean EHG NA, EHG USA GP and EHG USA and their respective direct and indirect Subsidiaries and participations being

Erwin Hymer Group USA L.P., a limited partnership under the laws of Delaware, USA, registered with the Department of State, Division of Corporations of the State of Delaware, USA, under file number ###-###-####;

Erwin Hymer Group USA Management Corporation, a corporation under the laws of Delaware, USA, registered with the Department of State, Division of Corporations of the State of Delaware, USA, under file number ###-###-####;

Erwin Hymer Group NA Chassis, Inc., a corporation under the laws of New York, USA, registered with the Department of State, Division of Corporations, State Records and Uniform Commercial Code of the State of New York, USA under file number 1775056;

Best Time RV, LP, a limited partnership under the laws of Delaware, USA, registered with the Department of State, Division of Corporations of the State of Delaware, USA under file number ###-###-####;

Best Time RV GP, Inc., a corporation under the laws of Delaware, USA, registered with the Department of State, Division of Corporations of the State of Delaware, USA under file number ###-###-####;

Best Time RV Canada Inc., a corporation under the laws of the Province of Ontario, Canada, registered with the Province of Ontario, Canada under registration number ###-###-####.

The Carve-Out Entities shall be excluded from the definitions of the terms “Companies” and “Material Companies” for the purposes of the SPA and shall be deemed deleted from Exhibit A, Exhibit 2.1-1 and Exhibit 2.1-2 of the SPA, as applicable.

Notification of Actual Upstream Loan Amounts

Seller 1 herewith notifies Purchaser that the actual outstanding amount (including unpaid interest accrued thereon) under the Upstream Loan 1 as of the Agreed Closing Date is EUR 547,463.41 (in words: Euro five hundred forty-seven thousand four hundred sixty-three point four one).

Seller 2 herewith notifies Purchaser that (i) the actual outstanding amount (including unpaid interest accrued thereon) under the Upstream Loan 2 as of the Agreed Closing Date is EUR 2,251,468.52 (in words: Euro two million two hundred fifty-one thousand four hundred sixty-eight point five two) and (ii) the actual outstanding amount (including unpaid interest accrued thereon) under the Upstream Loan 4 as of the Agreed Closing Date is EUR 6,845,860.57 (in words: Euro six million eight hundred forty-five thousand eight hundred sixty point five seven ).

Seller 3 herewith notifies Purchaser that (i) the actual outstanding amount (including unpaid interest accrued thereon) under the Upstream Loan 3 as of the Agreed Closing Date is EUR 2,251,468.52 (in words: Euro two million two hundred fifty-one thousand four hundred sixty-eight point five two) and (ii) the actual outstanding amount (including unpaid interest accrued thereon) under the Upstream Loan 5 as of the Agreed Closing Date is EUR 6,370,933.72 (in words: Euro six million three hundred seventy thousand nine hundred thirty-three point seven two).

The aggregate amount outstanding under the Upstream Loans pursuant to Sections 3.1 through 3.3 above constitutes the Actual Aggregate Upstream Loan Amount as of the Agreed Closing Date, which is included in the calculation of the revised Total Purchase Price pursuant to Section 4.1 below.

Adjustment of the Purchase Price

The Parties hereby mutually agree that the Total Purchase Price shall be reduced with a view to the Carve-Out Transaction and, as reduced, shall amount to EUR 1,716,381,690.26 (in words: Euro one billion seven hundred sixteen million three hundred eighty-one thousand six hundred ninety point two six), being the balance of:

the Base Purchase Price minus an amount equal to EUR 170,000,000 (in words: Euro one hundred seventy million) as of the Agreed Closing Date, which the Parties mutually agree as being equal to EUR 1,681,600,000 (in words: Euro one billion six hundred eighty-one million six hundred thousand);

the Daily Cash Amount per day for every day in the period commencing on (and including) the Effective Date and ending on (and including) 31 December 2018, which the Parties mutually agree as being equal to EUR 53,048,885 (in words: Euro fifty-three million forty-eight thousand eight hundred eighty-five);

the aggregate amount of the Actual Aggregate Upstream Loan Amount, which the Parties mutually agree pursuant to Section 3.4 above as being equal to EUR 18,267,194.74 (in words: Euro eighteen million two hundred sixty-seven thousand one hundred ninety-four point seven four).

The Parties understand and acknowledge that the Equity Value Bridge attached to the SPA as Exhibit 9.2 does not reflect the Carve-Out Transaction.

Based on the Total Purchase Price, as revised pursuant to Section 4.1 above, the Parties acknowledge that

the S1 Total Purchase Price as of the Agreed Closing Date amounts to EUR 117,024,599.71 (in words: Euro one hundred seventeen million twenty-four thousand five hundred ninety-nine point seven one) and the S1 Cash Consideration as of the Agreed Closing Date amounts to EUR 104,474,714.71 (in words: Euro one hundred four million four hundred seventy-four thousand seven hundred fourteen point seven one);

the S2 Total Purchase Price as of the Agreed Closing Date amounts to EUR 799,437,480.65 (in words: Euro seven hundred ninety-nine million four hundred thirty-seven thousand four hundred eighty point six five) and the S2 Cash Consideration as of the Agreed Closing Date amounts to EUR 713,132,807.65 (in words: Euro seven hundred thirteen million one hundred thirty-two thousand eight hundred seven point six five); and

the S3 Total Purchase Price as of the Agreed Closing Date amounts to EUR 799,919,609.90 (in words: Euro seven hundred ninety-nine million nine hundred nineteen thousand six hundred nine point nine zero) and the S3 Cash Consideration as of the Agreed Closing Date amounts to EUR 713,614,167.90 (in words: Euro seven hundred thirteen million six hundred fourteen thousand one hundred sixty-seven point nine zero).

In the event that an NA Purchase Price Increase Amount (as defined in the Carve-Out Agreement) shall become payable and shall have been paid by NewCo to the Target Company or any of its Affiliates in accordance with the Carve-Out Agreement, the Purchaser shall pay in cash the same amount less any related taxes (herein “True-Up Amount”) to the Sellers, it being agreed that the True-Up Amount shall be allocated to each Seller in accordance with his or her Pro Rata Liability Percentage. The True-Up Amount, if any, shall become due (fällig) and payable (zahlbar) within five (5) Business Days following receipt by the Target Company or any of its Affiliates of the NA Purchase Price Increase Amount.

Financing

Sellers undertake to make a contribution in the amount of EUR 180,000,000 (in words: Euro one hundred eighty million) as of the Agreed Closing Date to the free capital reserves of the Target Company within the meaning of Section 272 para. 2

lit. 4 of the German Commercial Code (Handelsgesetzbuch – HGB) (herein “Sellers’ Debt Repayment Contribution”) by making, or causing a third party to make, the Relevant Payments (as defined in Section 5.2 below) pursuant to a contribution agreement in the form attached hereto as Exhibit 5.1 (herein “Contribution Agreement”).

On the Agreed Closing Date, Purchaser shall pay certain amounts to (i) certain bank accounts in order to repay certain external debt obligations owed by the Target Company or its Subsidiaries and to (ii) a certain bank account of the Target Company, in each case as set out in lines number 2, 4, 5 and 6 of Exhibit 5.2 (herein “Relevant Payments”).

The Parties agree that the Relevant Payments shall each,

as between Purchaser and Sellers, constitute a payment within the meaning of Section 362 para. 2 of the German Civil Code (Bürgerliches Gesetzbuch – BGB) (herein “Sellers’ Debt Repayment Contribution”) and thereby partially fulfill the Purchaser’s obligation to pay the S1 Cash Consideration, the S2 Cash Consideration and the S3 Cash Consideration, respectively, in the amounts indicated in Sections 5.4.1 through 5.4.3 below; and

as between Sellers and the Target Company, constitute a payment by a third party within the meaning of Section 267 para. 1 German Civil Code and thereby fulfill the Sellers’ obligation to make Sellers’ Debt Repayment Contribution in accordance with the Contribution Agreement.

Sellers’ Debt Repayment Contribution shall be allocated to each Seller according to his or her Pro Rata Liability Percentage. Accordingly, the Relevant Payments shall be

as between Purchaser and Seller 1, a payment in the amount of EUR 12,200,146.98 (in words: Euro twelve million two hundred thousand one hundred forty-six point nine eight) (herein “S1 Debt Repayment Contribution”);

as between Purchaser and Seller 2, a payment in the amount of EUR 83,899,552.82 (in words: Euro eighty-three million eight hundred ninety-nine thousand five hundred fifty-two point eight two) (herein “S2 Debt Repayment Contribution”); and

as between Purchaser and Seller 3, a payment in the amount of EUR 83,900,300.20 (in words: Euro eighty-three million nine hundred thousand three hundred point two zero) (herein “S3 Debt Repayment Contribution”),

Sellers’ Accounts

The S1 Cash Consideration minus the S1 Debt Repayment Contribution shall be paid into the account set out in Exhibit 6.1, it being agreed that such account shall constitute the Seller 1’s Account within the meaning of the SPA.

The S2 Cash Consideration minus the S2 Debt Repayment Contribution shall be paid in three (3) equal shares into the accounts set out in Exhibit 6.2, it being agreed that such accounts shall constitute the Seller 2’s Account within the meaning of the SPA.

The S3 Cash Consideration minus the S3 Debt Repayment Contribution shall be paid in three (3) equal shares into the accounts set out in Exhibit 6.3, it being agreed that such accounts shall constitute the Seller 3’s Account within the meaning of the SPA.

Closing Events

The Parties waive the Closing Event pursuant to Section 11.14.9. Instead, Mr. Wolfgang Baur will stay in office as member of the supervisory board of the Target Company and serve as Sellers’ Nominee as from the Closing Date.

The Parties hereby introduce a new Closing Event according to which Purchaser shall effect the Relevant Payments in accordance with Sections 5.2 and 5.3 of the Amendment Agreement, which shall take place directly following the Closing Event pursuant to Section 11.14.8 of the SPA. The Closing Event pursuant to this Section 7.2 may only be waived by both (a) Sellers, jointly, and (b) Purchaser, each in their sole discretion, by giving written notice of such waiver to each other.

Further, the Parties agree that

Section 11.14.10 of the SPA shall be amended to read as follows:

Section 11.14.11 of the SPA shall be amended to read as follows:

Section 11.14.12 of the SPA shall be amended to read as follows:

Sellers’ Guarantees

The Parties agree that, to the extent the Sellers’ Guarantees relate to, or are otherwise affected by, the Carve-Out Transaction, the Carve-Out Entities or their activities,

the Sellers’ Guarantees solely to the extent they relate to the Carve-Out Entities shall be deemed to not have been made as of the Signing Date; and

no Sellers’ Guarantee solely to the extent it relates to the Carve-Out Entities shall be made or deemed to have been made as of the Closing Date or any other date.

Section 12.3 of the SPA shall not apply to the extent any statements contained in Section 12.1 of the SPA relate to, or are otherwise affected by, the Carve-Out Transaction, the Carve-Out Entities or their activities.

The individual listed under no. 13 of Exhibit 12.4.2 of the SPA shall be deemed to be deleted from Exhibit 12.4-2 of the SPA.

Further Confirmations and Amendments in Relation to the Carve-Out Transaction

The Parties agree that Purchaser’s request dated 14 January 2019 to satisfy Sellers’ Rectification Covenant shall no longer be relevant in light of the Carve-Out Transaction having occurred.

The Parties hereby mutually agree and Purchaser expressly acknowledges that the Carve-Out Transaction is held to be permitted under the terms of the SPA, in particular under Sections 16.1 and 16.2 of the SPA.

The Parties hereby mutually agree and Purchaser expressly acknowledges that any transactions carried out in connection with the Carve-Out Transaction and/or for the benefit of a Carve-Out Entity or their activities during the period from (but excluding) the Effective Date until (and including) the end of the Closing shall be treated and deemed to be Permitted Leakage and Permitted Actions (as if listed in Exhibit 16.2 of the SPA) and that Sellers shall thus not have any obligations to pay, and Purchaser shall have no claim to require payment from Sellers of, the respective Leakage Values to Purchaser and/or any Companies.

The Parties hereby mutually agree that Exhibit 22.1.2 to the SPA (Step-up Methodology) shall be replaced by Exhibit 9.4 attached to this Amendment Agreement.

The Parties hereby mutually agree that Purchaser shall have no indemnification obligation to Sellers pursuant to Sections 23.1 of the SPA to the extent any such Seller losses, liabilities or costs and expenses arise from, relate to, or are otherwise affected by, the Carve-Out Transaction, the Carve-Out Entities or their activities.

Section 35 of the SPA shall not apply to the business activities carried out by the Carve-Out Entities.

The Parties hereby mutually agree and Purchaser expressly acknowledges that, with respect to any obligations, liabilities or claims arising from, under or in connection with, relating to, or concerning, the Carve-Out Transaction, the Carve-Out Entities or their activities,

Sellers shall not have any obligations or incur any liabilities towards Purchaser or Guarantor;

Purchaser and/or Guarantor shall have no claims of whatever nature against Sellers; and

Purchaser and Guarantor hereby waive any such claims with Sellers hereby accepting such waiver.

Purchaser and Guarantor shall not, and shall procure (stehen dafür ein) that the Companies shall not, raise, or cause a third party to raise, any claims against Sellers or the directors or officers of NewCo or of NewCo’s shareholder relating to, or concerning, the Carve-Out Transaction, the Carve-Out Entities or their activities.

Sections 9.7 and 9.8 above shall not apply to any obligations, liabilities or claims arising from, under or in connection with, relating to, or concerning a breach of the covenants set forth in Section 9 of the Carve-Out Agreement.

Filing of the Registration Statement; Cooperation

The Parties hereby mutually agree that Section 16.3 of the SPA shall be amended to read as follows:

The Parties hereby mutually agree that Section 16.4 of the SPA shall be amended to read as follows:

The Parties hereby mutually agree that Section 28.1 of the SPA shall be amended to read as follows:

The Parties hereby mutually agree that Section 28.2 of the SPA shall be amended to read as follows:

The Parties hereby mutually agree that Section 28.19 of the SPA shall be amended to read as follows:

Sellers shall use reasonable efforts in order to ensure (um sicherzustellen), to the extent legally and factually possible, that the Carve-Out Entities grant access during normal business hours to their books and records to Purchaser, Guarantor, the Companies and their respective representatives and advisers upon respective request

and to the extent reasonably required in connection with financial statements of the Companies.

Waiver of Notice Requirements

No Further Changes to SPA

Right to Withdraw

Dispute Resolution

Mrs. Gertraud Hymer

/s/ Johannes Stegmaier                        

Mrs. Carolin Hachenberg

/s/ Carolin Hachenberg                        

Mr. Christian Hymer

/s/ Christian Hymer                             

Tyr Holdings LLC & Co. KG

/s/ Robert W. Martin                                

By: Robert W. Martin

Title: CEO – Thor Industries, Inc.

Thor Industries Inc.

/s/ Robert W. Martin                                

By: Robert W. Martin

Title: CEO