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Fountain Powerboat Industries Inc Sample Contracts

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Stock Option Agreement • September 27th, 2000 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • Nevada
AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • October 14th, 1997 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina
R#261058.5 [Execution Copy] OMNIBUS AGREEMENT dated September 2, 1998
Omnibus Agreement • September 28th, 1998 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina
STATE OF NORTH CAROLINA COUNTY OF BEAUFORT EMPLOYMENT AGREEMENT
Employment Agreement • May 14th, 1999 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina
FIRST AMENDED AND RESTATED LOAN AGREEMENT between FOUNTAIN POWERBOATS, INC., as Borrower, FOUNTAIN POWERBOAT INDUSTRIES, INC., as Parent Guarantor FOUNTAIN DEALERS’ FACTORY SUPER STORE, INC., as Affiliate Guarantor and REGIONS BANK $14,500,000 Term...
Loan Agreement • September 29th, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina

THIS FIRST AMENDED AND RESTATED LOAN AGREEMENT, dated as of November 16, 2007, is made and entered into by and among FOUNTAIN POWERBOATS, INC., a North Carolina corporation with its principal office at 1653 Whichard’s Beach Road, Washington, North Carolina 27889 (the “Borrower”), FOUNTAIN POWERBOAT INDUSTRIES, INC., a Nevada corporation (the “Parent”), FOUNTAIN DEALERS’ FACTORY SUPER STORE, INC., a North Carolina corporation (the “Affiliate Guarantor”), and REGIONS BANK, an Alabama chartered bank with offices in Charlotte, North Carolina (together with its successors and assigns, the “Bank”).

AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • September 29th, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina

THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of November 16, 2007 (“Security Agreement”), is made by FOUNTAIN POWERBOATS, INC., a North Carolina corporation with its principal office at 1653 Whichard’s Beach Road, Washington, North Carolina 27889 (the “Borrower”), FOUNTAIN POWERBOAT INDUSTRIES, INC., a Nevada corporation (the “Parent”), and FOUNTAIN DEALERS’ FACTORY SUPER STORE, INC., a North Carolina corporation (the “Affiliate Guarantor,” and together with the Borrower and the Parent, the “Pledgors”), in favor of REGIONS BANK, an Alabama chartered bank with offices in Charlotte, North Carolina (the “Bank”). Except as otherwise provided herein, capitalized terms used herein without definition shall have the meanings given to them in the Loan Agreement referred to below.

THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF MAY 28, EACH HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE...
Security Agreement • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • Illinois

THIS SECURITY AGREEMENT (this “Agreement”) dated as of May 28, 2008 is between BAJA BY FOUNTAIN, INC., a North Carolina corporation (“Company”), and BAJA MARINE CORPORATION, a Delaware corporation (“Baja”).

THIRD OMNIBUS AMENDMENT AND AGREEMENT
Omnibus Amendment and Agreement • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • Illinois

This Omnibus Amendment and Agreement (this “Amendment”) is made and entered into as of this 28th day of May, 2008, by and among Brunswick Corporation, a Delaware corporation (“Brunswick”), Fountain Powerboat Industries, Inc., a Nevada corporation (“FPII”), Fountain Powerboats, Inc., a North Carolina corporation (the “Company”), and Reginald M. Fountain, Jr. (“RMF”).

BAJA ENGINE SUPPLY AGREEMENT
Baja Engine Supply Agreement • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing

This Agreement, dated as of May 28, 2008, is entered into among Baja By Fountain, Inc., a North Carolina corporation (“Company”), and the Mercury Marine division of Brunswick Corporation, a Delaware corporation ( “Mercury”).

ASSET PURCHASE AGREEMENT Dated as of May 28, 2008 Between BAJA MARINE CORPORATION, BRUNSWICK CORPORATION, BAJA BY FOUNTAIN, INC. and FOUNTAIN POWERBOAT INDUSTRIES, INC.
Asset Purchase Agreement • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • Illinois

ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 28, 2008, between Baja Marine Corporation, a Delaware corporation (“Seller”), Brunswick Corporation, a Delaware corporation (“Brunswick”), Baja By Fountain, Inc., a North Carolina corporation (“Buyer”) and Fountain Powerboat Industries, Inc., a Nevada corporation (“Parent”).

Security Agreement
Security Agreement • July 23rd, 2003 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina

[This Security Agreement (this “Agreement”) contains some provisions preceded by boxes. If a box is marked, the provision applies to this transaction. If it is not marked, the provision does not apply to this transaction.]

ENGINE SUPPLY AGREEMENT
Engine Supply Agreement • July 23rd, 2003 • Fountain Powerboat Industries Inc • Ship & boat building & repairing

This Agreement, dated as of July 17, 2003, is entered into among Reginald M. Fountain, Jr. (hereinafter “RMF”), Fountain Powerboat Industries, Inc., a Nevada corporation (hereinafter “FPII”), Fountain Powerboats, Inc., a North Carolina corporation (“Company”), and the Mercury Marine division (hereinafter “Mercury”) of Brunswick Corporation, a Delaware corporation (hereinafter “Brunswick”).

INVESTMENT PROPERTY SECURITY AGREEMENT
Investment Property Security Agreement • July 24th, 2003 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina

THIS INVESTMENT PROPERTY SECURITY AGREEMENT is made, entered into and effective as of November 1, 2002, by and between REGINALD M. FOUNTAIN, JR., an individual resident of North Carolina whose address is 1653 Whichard’s Beach Road, Washington, North Carolina 27889 (“Pledgor”) and BRUNSWICK CORPORATION, with an office at 1 North Field Court, Lake Forest, Illinois 60045 (“Lender”), under the following circumstances:

Security Agreement
Security Agreement • July 23rd, 2003 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina

[This Security Agreement (this “Agreement”) contains some provisions preceded by boxes. If a box is marked, the provision applies to this transaction. If it is not marked, the provision does not apply to this transaction.]

SUBORDINATION AGREEMENT
Subordination Agreement • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina

This SUBORDINATION AGREEMENT (this “Agreement”), dated as of May 28, 2008, is by and between BAJA MARINE CORPORATION, a Delaware corporation (“Subordinated Creditor”), and REGIONS BANK, an Alabama chartered bank, in its capacity as Lender (“Lender”).

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FIRST AMENDMENT TO PLEDGE AGREEMENT
Pledge Agreement • August 23rd, 2006 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina

THIS FIRST AMENDMENT TO PLEDGE AGREEMENT, dated as of the day of July, 2006 (this “First Amendment”), is made and entered into by and between FOUNTAIN POWERBOATS, INC., a North Carolina corporation with its principal office at 1653 Whichard’s Beach Road, Washington, North Carolina 27889 (the “Borrower”), FOUNTAIN POWERBOAT INDUSTRIES, INC., a Nevada corporation (the “Parent”), and REGIONS BANK, an Alabama chartered bank with offices in Charlotte, North Carolina (the “Bank”).

SECOND AMENDMENT TO PLEDGE AGREEMENT
Pledge Agreement • September 29th, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina

THIS SECOND AMENDMENT TO PLEDGE AGREEMENT, dated as of September 28, 2007 (this “Amendment”), is made by and between FOUNTAIN POWERBOAT INDUSTRIES, INC., a Nevada corporation with its principal office at 1653 Whichard’s Beach Road, Washington, North Carolina 27889 (the “Pledgor”), and REGIONS BANK, an Alabama chartered bank with offices in Charlotte, North Carolina (the “Bank”).

SECURITY AGREEMENT
Security Agreement • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina

THIS SECURITY AGREEMENT, dated as of May 28, 2008 (“Agreement”), is made by BAJA BY FOUNTAIN, INC., a North Carolina corporation (the “Pledgor”), in favor of REGIONS BANK, an Alabama chartered bank with offices in Charlotte, North Carolina (the “Bank”). Except as otherwise provided herein, capitalized terms used herein without definition shall have the meanings given to them in the Loan Agreement and the Floor Plan referred to below.

GUARANTY AGREEMENT
Guaranty Agreement • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing

THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of May 28, 2008, by the undersigned (hereinafter referred to as the “Guarantor”), to and for the benefit of REGIONS BANK, a Alabama chartered bank (the “Bank”).

LOAN AGREEMENT
Loan Agreement • July 23rd, 2003 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina

This Loan Agreement (the “Agreement”) dated as of July 17, 2003, by and between Bank of America, N.A., a national banking association (“Bank”) and the Borrower described below.

This Instrument Was Prepared By And Upon Recording Return To: Patricia Snyder Womble Carlyle Sandridge & Rice, PLLC
Deed of Trust, Assignment of Rents, Security Agreement, and Financing Statement • September 29th, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina
STATE OF NORTH CAROLINA COUNTY OF BEAUFORT
Employment Agreement • October 13th, 2005 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of September, 2004 (the “Effective Date”), by and between FOUNTAIN POWERBOATS, INC., a North Carolina corporation with its principal place of business in Washington, Beaufort County, North Carolina (“Fountain”); and R. DAVID KNIGHT (“Employee”).

DEALER FLOOR PLAN AND SECURITY AGREEMENT
Dealer Floor Plan and Security Agreement • September 29th, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina
SECOND OMNIBUS AMENDMENT AND AGREEMENT
Omnibus Amendment and Agreement • June 25th, 2007 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • Illinois

This Omnibus Amendment and Agreement (this “Amendment”) is made and entered into as of this 21st day of June, 2007, by and among Brunswick Corporation, a Delaware corporation (“Brunswick”), Fountain Powerboat Industries, Inc., a Nevada corporation (“FPII”), Fountain Powerboats, Inc., a North Carolina corporation (the “Company”), and Reginald M. Fountain, Jr. (“RMF”).

DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT COLLATERAL INCLUDES FIXTURES
Deed of Trust • September 23rd, 2005 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina

THIS DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT made and entered into as of September 19, 2005, by and among FOUNTAIN POWERBOATS, INC., a North Carolina corporation, whose address is 1653 Whichard’s Beach Road, Washington, North Carolina 27889, and whose organizational identification number is 0055124 (hereinafter called “Grantor”), BRYAN F. KENNEDY, III, a resident of North Carolina, whose address is 6805 Morrison Boulevard, Suite 100, Charlotte, North Carolina 28211 (hereinafter called “Trustee”), and REGIONS BANK, an Alabama chartered bank, whose address is 6805 Morrison Boulevard, Suite 100, Charlotte, North Carolina 28211 (hereinafter called “Beneficiary”);

FIRST AMENDMENT TO SECURITY AGREEMENT
Security Agreement • August 23rd, 2006 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina

THIS FIRST AMENDMENT TO SECURITY AGREEMENT, dated as of the day of July, 2006 (this “First Amendment”), is made and entered into by and between FOUNTAIN POWERBOATS, INC., a North Carolina corporation with its principal office at 1653 Whichard’s Beach Road, Washington, North Carolina 27889 (the “Borrower”), FOUNTAIN POWERBOAT INDUSTRIES, INC., a Nevada corporation (the “Parent”), and REGIONS BANK, an Alabama chartered bank with offices in Charlotte, North Carolina (the “Bank”).

OMNIBUS AMENDMENT AND AGREEMENT
Omnibus Amendment and Agreement • September 23rd, 2005 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • Illinois

This Omnibus Amendment and Agreement (this “Amendment”) is made and entered into as of this 13th day of September, 2005, by and among Brunswick Corporation, a Delaware corporation (“Brunswick”), Fountain Powerboat Industries, Inc., a Nevada corporation (“FPII”), Fountain Powerboats, Inc., a North Carolina corporation (the “Company”), and Reginald M. Fountain, Jr. (“RMF”).

FIRST AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT
Deed of Trust, Assignment of Rents, Security Agreement and Financing Statement • August 23rd, 2006 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina

THIS FIRST AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND FINANCING STATEMENT (this “Amendment”) is made and entered into as of July 12, 2006, by and among FOUNTAIN POWERBOATS, INC., a North Carolina corporation, whose address is 1653 Whichard’s Beach Road, Washington, North Carolina 27889, and whose organizational identification number is 0055124 (hereinafter called “Grantor”), EDMUND HAWES, a resident of North Carolina, whose address is 6805 Morrison Boulevard, Suite 100, Charlotte, North Carolina 28211 (hereinafter called “Trustee”), and REGIONS BANK, an Alabama chartered bank, whose address is 6805 Morrison Boulevard, Suite 100, Charlotte, North Carolina 28211 (hereinafter called “Beneficiary”).

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