Common use of Commitment for Revolving Credit Clause in Contracts

Commitment for Revolving Credit. The Lenders severally agree, subject to the terms and conditions set forth herein, to make Advances to the Borrowers in respect of the Commitment from time to time until the Termination Date. The following rules shall govern the amount of the Advances: (1) The aggregate outstanding amount of such Advances may equal but shall never exceed the lesser of (A) the Commitment Amount, and (B) the Borrowing Base. (2) In addition to the other restrictions set forth in this Agreement (whether in the definition of "Borrowing Base" or elsewhere): (A) the amount includable in the Borrowing Base on account of Eligible Used Inventory shall never exceed twenty-five percent (25%) of the aggregate funded amount of the outstanding Advances; (B) the amount includable in the Borrowing Base on account of Eligible Accounts shall never exceed twenty million dollars ($20,000,000); (C) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Hatteras Yachts and the Eligible Used Inventory of Hatteras Yachts shall not exceed in the aggregate fifty million dollars ($50,000,000); (D) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Ferretti Yachts and the Eligible Used Inventory of Ferretti Yachts shall not exceed in the aggregate fifty million dollars ($50,000,000); (E) the amount includable in the Borrowing Base on account of (i) the Eligible New Inventory of Hatteras Yachts and Ferretti Yachts and (ii) the Eligible Used Inventory of Hatteras Yachts and Ferretti Yachts shall not exceed in the aggregate seventy million dollars ($70,000,000); (F) the amount includable in the Borrowing Base on account of Loose Outboard Motors in the Eligible New Inventory shall never exceed one million, five hundred thousand dollars ($1,500,000); and (G) the amount includable in the Borrowing Base on account of Eligible Parts Inventory shall never exceed eight million dollars ($8,000,000). (3) No Lender shall be permitted or required to make any Advance in respect of the Commitment if, after giving effect thereto, the principal amount of such Lender's total outstanding Advances would exceed such Lender's Pro Rata Percentage of the Commitment Amount. Because the Commitment creates a revolving credit facility, the Borrowers may borrow under the Commitment, repay such Advances without premium or penalty, and reborrow prior to the Termination Date in accordance with this Agreement.

Commitment for Revolving Credit. The Lenders severally agree, subject to the terms and conditions set forth herein, to make Advances to the Borrowers in respect of the Commitment from time to time until the Termination Date. The following rules shall govern the amount of the Advances: (1) The aggregate outstanding amount of such Advances may equal but shall never exceed the lesser of (A) the Commitment Amount, and (B) the Borrowing Base. (2) In addition to the other restrictions set forth in this Agreement (whether in the definition of "Borrowing Base" or elsewhere): (A) the amount includable in the Borrowing Base on account of Eligible Used Inventory shall never exceed twenty-five percent (25%) of the aggregate funded amount of the outstanding Advances; (B) the amount includable in the Borrowing Base on account of Eligible Accounts shall never exceed twenty million dollars ($20,000,000); (C) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Hatteras Yachts and the Eligible Used Inventory of Hatteras Yachts shall not exceed in the aggregate fifty seventy million dollars ($50,000,00070,000,000); (D) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Ferretti Yachts and the Eligible Used Inventory of Ferretti Yachts shall not exceed in the aggregate fifty seventy million dollars ($50,000,00070,000,000); (E) the amount includable in the Borrowing Base on account of (i) the Eligible New Inventory of Hatteras Yachts and Ferretti Yachts and (ii) the Eligible Used Inventory of Hatteras Yachts and Ferretti Yachts shall not exceed in the aggregate seventy one hundred million dollars ($70,000,000100,000,000); (F) the amount includable in the Borrowing Base on account of Loose Outboard Motors in the Eligible New Inventory shall never exceed one million, five hundred thousand dollars ($1,500,000); and (G) the amount includable in the Borrowing Base on account of Eligible Parts Inventory shall never exceed the lesser of eight million dollars ($8,000,000) or sixty percent (60%) of the cost (excluding freight charges) of Eligible Parts Inventory net of any reserve required by GAAP for damaged, obsolete, or slow-moving items in such inventory; and (H) if at the end of any of Borrowers' first through third fiscal quarters or the end of any of Borrowers' fiscal years, the Tangible Net Worth of the Borrowers, based on the financial information reported in the Borrowers' Credit Agreement Form 10-Q for the Borrowers' first through third fiscal quarters, and the Borrowers' Form 10-K for the Borrowers' fiscal year, as applicable, filed with the Securities and Exchange Commission for such fiscal quarter or fiscal year, as applicable, shall have been less than eighty-five million dollars ($85,000,000), during the immediately succeeding calendar quarter (i) the amount included in the Borrowing Base for Eligible New Inventory of Hatteras Yachts and Ferretti Yachts that is aged not more than three hundred sixty-five (365) days from date of delivery to the Borrowers shall be ninety percent (90%) of the original invoice price (including freight charges, but excluding, to the extent that the same are included in the Borrowing Base as Accounts, any earned volume purchase rebates, earned advertising rebates, verifiable price protection, and earned incentives, credits, or similar items) of such Eligible New Inventory, and (ii) the amount included in the Borrowing Base for Eligible New Inventory of Hatteras Yachts and Ferretti Yachts that is aged more than three hundred sixty-five (365) days, but not more than seven hundred thirty (730) days, from date of delivery to the Borrowers shall be eighty percent (80%) of the original invoice price (including freight charges, but excluding, to the extent that the same are included in the Borrowing Base as Accounts, any earned volume purchase rebates, earned advertising rebates, verifiable price protection, and earned incentives, credits, or similar items) of such Eligible New Inventory; provided, however, that the reductions described in this clause (H) shall terminate and shall not apply with respect to any subsequent calendar quarter immediately following any of Borrowers' first through third fiscal quarters or any of Borrowers' fiscal year ends with respect to which the Tangible Net Worth of the Borrowers, based on the financial information reported in the Borrowers' Form 10-Q for the Borrowers' first through third fiscal quarters, and the Borrowers' Form 10-K for the Borrowers' fiscal year, as applicable, filed with the Securities and Exchange Commission for such fiscal quarter or fiscal year, as applicable, shall have equaled or exceeded eighty-five million dollars ($85,000,000). (3) No Lender shall be permitted or required to make any Advance in respect of the Commitment if, after giving effect thereto, the principal amount of such Lender's total outstanding Advances would exceed such Lender's Pro Rata Percentage of the Commitment Amount. Because the Commitment creates a revolving credit facility, the Borrowers may borrow under the Commitment, repay such Advances without premium or penalty, and reborrow prior to the Termination Date in accordance with this Agreement.

Commitment for Revolving Credit. The Lenders severally agree, subject to the terms and conditions set forth herein, to make Advances to the Borrowers in respect of the Commitment from time to time until the Termination Date. The following rules shall govern the amount of the Advances: (1) The aggregate outstanding amount of such Advances may equal but shall never exceed the lesser of (A) the Commitment Amount, and (B) the Borrowing Base. For purpose of this test, any Letter of Credit outstanding under paragraph (3) below shall be deemed an Advance. (2) In addition Borrowers and Lenders agree to add an accordion feature to the Commitment. Consequently, if (A) no Default or Event of Default exists or would result therefrom, (B) Borrowers obtain commitments from Lenders and/or other restrictions persons who would qualify as assignees for such increased amounts, (C) any new Lender suggested by Borrowers is approved by the Required Lenders, and (D) appropriate definitive loan documentation is executed and delivered by the parties, at Borrowers’ election the aggregate maximum principal amount of the Commitments may be increased from time to time after the Effective Date, provided, however, that (i) the aggregate amount of the Commitment Amount does not exceed five hundred million dollars ($500,000,000), (ii) each such increase shall be in a minimum amount of thirty million dollars ($30,000,000), and with each new Lender to have a minimum commitment of at least eighteen million dollars ($18,000,000), and (iii) Borrowers shall first offer to the existing Lenders the right to commit to the increased amount, but no existing Lender shall be required to commit to any such increased amount. No such increase shall increase any sub-limit set forth in this Agreement Agreement, and no Lender shall be obligated to participate in any such increase. (whether 3) There is hereby established a sub-limit for Letters of Credit in the definition aggregate amount not exceeding the LC Commitment of "Borrowing Base" or elsewhere): seven million dollars ($7,000,0000). The issuance of any Letter of Credit pursuant to the LC Commitment shall be subject to the further terms specified in Section 2.13 of this Agreement. In connection with any outstanding Letter of Credit, Borrowers will accrue an annual letter of credit fee (the “Letter of Credit Fee”) equal to the higher of (A) the amount includable in the Borrowing Base on account of Eligible Used Inventory shall never exceed twenty-five percent hundred dollars (25%) of the aggregate funded amount of the outstanding Advances; $500), or (B) the amount includable determined in accordance with Section 2.05 of this Agreement on an Advance equal to the Borrowing Base on account maximum amount available to be drawn under such Letter of Eligible Accounts Credit. The minimum Letter of Credit Fee for any Letter of Credit (irrespective of the amount or duration of such Letter of Credit) shall never exceed twenty million be five hundred dollars ($20,000,000500); (C) . The accrued Letter of Credit Fee for each Letter of Credit shall be payable quarterly in arrears, commencing on the amount includable in effective date of the Borrowing Base on account Letter of both Credit. In addition to the Eligible New Inventory Letter of Hatteras Yachts Credit Fee, at the time of issuance of each Letter of Credit Borrowers and the Eligible Used Inventory Issuing Bank shall negotiate an issuance fee for such Letter of Hatteras Yachts shall not exceed in Credit to be paid at the aggregate fifty million dollars ($50,000,000); (D) time of issuance and to be retained by the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Ferretti Yachts and the Eligible Used Inventory of Ferretti Yachts shall not exceed in the aggregate fifty million dollars ($50,000,000); (E) the amount includable in the Borrowing Base on account of (i) the Eligible New Inventory of Hatteras Yachts and Ferretti Yachts and (ii) the Eligible Used Inventory of Hatteras Yachts and Ferretti Yachts shall not exceed in the aggregate seventy million dollars ($70,000,000); (F) the amount includable in the Borrowing Base on account of Loose Outboard Motors in the Eligible New Inventory shall never exceed one million, five hundred thousand dollars ($1,500,000); and (G) the amount includable in the Borrowing Base on account of Eligible Parts Inventory shall never exceed eight million dollars ($8,000,000)Issuing Bank. (34) No Lender shall be permitted or required to make any Advance in respect of the Commitment if, after giving effect thereto, the principal amount of such Lender's ’s total outstanding Advances would exceed such Lender's ’s Pro Rata Percentage of the Commitment Amount. Because the Commitment creates a revolving credit facility, the Borrowers may borrow under the Commitment, repay such Advances without premium or penalty, and reborrow prior to the Termination Date in accordance with this Agreement.

Commitment for Revolving Credit. The Lenders severally agree, subject to the terms and conditions set forth herein, to make Advances to the Borrowers in respect of the Commitment from time to time until the Termination Date. The following rules shall govern the amount of the Advances: (1) The aggregate outstanding amount of such Advances may equal but shall never exceed the lesser of (A) the Commitment Amount, and (B) the Borrowing Base. (2) In addition to the other restrictions set forth in this Agreement (whether in the definition of "Borrowing Base" or elsewhere): (A) the amount includable in the Borrowing Base on account of Eligible Used Inventory shall never exceed twenty-five percent (25%) of the aggregate funded amount of the outstanding Advances; (B) the amount includable in the Borrowing Base on account of Eligible Accounts shall never exceed twenty million dollars ($20,000,000); (C) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Hatteras Yachts and the Eligible Used Inventory of Hatteras Yachts shall not exceed in the aggregate fifty million dollars ($50,000,000); (D) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Ferretti Yachts and the Eligible Used Inventory of Ferretti Yachts shall not exceed in the aggregate fifty million dollars ($50,000,000); (E) the amount includable in the Borrowing Base on account of (i) the Eligible New Inventory of Hatteras Yachts and Ferretti Yachts and (ii) the Eligible Used Inventory of Hatteras Yachts and Ferretti Yachts shall not exceed in the aggregate seventy million dollars ($70,000,000); (F) the amount includable in the Borrowing Base on account of Loose Outboard Motors in the Eligible New Inventory shall never exceed one million, five hundred thousand dollars ($1,500,000); and (GE) the amount includable in the Borrowing Base on account of Eligible Parts Inventory shall never exceed eight million dollars ($8,000,000). (3) No Lender shall be permitted or required to make any Advance in respect of the Commitment if, after giving effect thereto, the principal amount of such Lender's total outstanding Advances would exceed such Lender's Pro Rata Percentage of the Commitment Amount. Because the Commitment creates a revolving credit facility, the Borrowers may borrow under the Commitment, repay such Advances without premium or penalty, and reborrow prior to the Termination Date in accordance with this Agreement.

Commitment for Revolving Credit. The Lenders severally agree, subject to the terms and conditions set forth herein, to make Advances to the Borrowers in respect of the Commitment from time to time until the Termination Date. The following rules shall govern the amount of the Advances: (1) The aggregate outstanding amount of such Advances may equal but shall never exceed the lesser of (A) the Commitment Amount, and (B) the Borrowing Base. (2) In addition to the other restrictions set forth in this Agreement (whether in the definition of "“Borrowing Base" ” or elsewhere): (A) the amount includable in the Borrowing Base on account of Eligible Used Inventory shall never exceed twenty-five twenty percent (2520%) of the aggregate funded amount of the outstanding Advances(i) Eligible New Inventory, and (ii) Eligible Used Inventory; (B) the amount includable in the Borrowing Base on account of Eligible Accounts shall never exceed twenty thirty million dollars ($20,000,00030,000,000); (C) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Hatteras Yachts and the Eligible Used Inventory of Hatteras Yachts shall not exceed in the aggregate fifty seventy million dollars ($50,000,00070,000,000); (D) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Ferretti Yachts and the Eligible Used Inventory of Ferretti Yachts shall not exceed in the aggregate fifty seventy million dollars ($50,000,00070,000,000); (E) the amount includable in the Borrowing Base on account of (i) the Eligible New Inventory of Hatteras Yachts and Ferretti Yachts and (ii) the Eligible Used Inventory of Hatteras Yachts and Ferretti Yachts shall not exceed in the aggregate seventy one hundred million dollars ($70,000,000100,000,000); (F) the amount includable in the Borrowing Base on account of Loose Outboard Motors in the Eligible New Inventory shall never exceed one million, five hundred thousand dollars ($1,500,000); and (G) the amount includable in the Borrowing Base on account of Eligible Parts Inventory shall never exceed eight twelve million dollars ($8,000,00012,000,000); and (H) if at the end of any calendar quarter the Tangible Net Worth of the Borrowers shall have been less than eighty-five million dollars ($85,000,000), during the immediately succeeding calendar quarter (i) the amount included in the Borrowing Base for Eligible New Inventory of Hatteras Yachts and Ferretti Yachts that is aged not more than three hundred sixty-five (365) days from date of delivery to the Borrowers shall be ninety percent (90%) of the original invoice price (including freight charges, but excluding, to the extent that the same are included in the Borrowing Base as Accounts, any earned volume purchase rebates, earned advertising rebates, verifiable price protection, and earned incentives, credits, or similar items) of such Eligible New Inventory, and (ii) the amount included in the Borrowing Base for Eligible New Inventory of Hatteras Yachts and Ferretti Yachts that is aged more than three hundred sixty-five (365) days, but not more than seven hundred thirty (730) days, from date of delivery to the Borrowers shall be eighty percent (80%) of the original invoice price (including freight charges, but excluding, to the extent that the same are included in the Borrowing Base as Accounts, any earned volume purchase rebates, earned advertising rebates, verifiable price protection, and earned incentives, credits, or similar items) of such Eligible New Inventory. (3) No Lender shall be permitted or required to make any Advance in respect of the Commitment if, after giving effect thereto, the principal amount of such Lender's ’s total outstanding Advances would exceed such Lender's ’s Pro Rata Percentage of the Commitment Amount. Because the Commitment creates a revolving credit facility, the Borrowers may borrow under the Commitment, repay such Advances without premium or penalty, and reborrow prior to the Termination Date in accordance with this Agreement.