LIMITED CONSENT, WAIVER AND SIXTEENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT
Exhibit 10.21
Execution Version
LIMITED CONSENT, WAIVER AND SIXTEENTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
CREDIT AND GUARANTY AGREEMENT
This LIMITED CONSENT, WAIVER AND SIXTEENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of August 5,
2019, among ONE WATER MARINE HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Holdings, as borrowers (collectively “Companies”, and together with Holdings, the “Credit Parties”), XXXXXXX XXXXX SPECIALTY LENDING GROUP, L.P., as administrative agent and as collateral agent (in such
capacities, “Agent”), and the undersigned Lenders (as defined below). Unless otherwise defined herein, all capitalized terms used herein that are defined in the Credit Agreement referred to below shall have
the meanings given to such terms in the Credit Agreement, as amended hereby.
RECITALS
WHEREAS, Companies, Holdings, Agent and the financial institutions party thereto as lenders (“Lenders”) are parties to that certain Credit
and Guaranty Agreement dated as of October 28, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, pursuant to the Credit Agreement, Lenders have made Loans to Companies and provided certain other credit accommodations to Companies;
WHEREAS, Companies have advised Agent and Lenders that (i) Holdings and 651 S. FEDERAL HIGHWAY, LLC, a Delaware limited liability company (“651 LLC”,
and together with Holdings, “Seller”) desire to sell (such sale, the “SunTrust Disposition”) for cash (such cash proceeds, the “SunTrust
Proceeds”) certain assets (referred to herein collectively as the “SunTrust Property”) to OWM XXXX XXXXXX FL LANDLORD, LLC, a Delaware limited liability company (“Xxxx
Xxxxxx”), OWM POMPANO BEACH FL LANDLORD, LLC, a Delaware limited liability company (“Pompano”), OWM ISLAMORADA FL LANDLORD, LLC, a Delaware limited liability company (“Islamorada”), and OWM CANTON GA LANDLORD, LLC, a Delaware limited liability company (“Canton”, and together with Xxxx Xxxxxx, Pompano and Islamorada, “Buyers”,
and each a “Buyer”), respectively, pursuant to that certain Purchase and Sale Agreement dated on or about the date hereof (the “SunTrust Disposition Agreement”), a
draft of which has been provided to Agent in substantially final form, by and among Seller, Buyers and other Persons party thereto, (ii) the SunTrust Disposition is prohibited by Section 6.9 of the Credit Agreement, (iii) Companies desire to
leaseback the SunTrust Property pursuant to those certain Lease Agreements dated on or about the date hereof (the “SunTrust Lease Agreements”), drafts of which have been provided to Agent in substantially
final form together with substantially final drafts of the guaranties and all other documentation relating thereto (collectively, the “SunTrust Lease Documents”), by and among the Buyers, as landlords, and
certain of the Companies, as tenants (the transactions described in this clause (iii), the “SunTrust Leaseback”), (iv) the SunTrust Leaseback is prohibited by Section 6.11 of the Credit Agreement, (v)
Holdings and ONE WATER ASSETS & OPERATIONS, LLC, a Delaware limited liability company (“OWAO”, together with Holdings, in their capacities as guarantors, the “SunTrust
Guarantors”, and each a “SunTrust Guarantor”), desire to guaranty the Lease Agreements pursuant to those certain Lease Guaranties dated on or about the date hereof (the “SunTrust Guaranties”), drafts of which has been provided to Agent in substantially final form, by and among the SunTrust Guarantors and the other Persons party thereto, and (vi) the SunTrust Guaranties are restricted by Sections 6.1
and 6.8 of the Credit Agreement;
WHEREAS, Companies have advised Agent and Lenders that the following Events of Default have occurred (collectively, the “Specified Defaults”):
(a) Companies failed to timely deliver to Xxxxx Fargo Commercial Distribution Finance, LLC (“CDF”) its annual and quarterly financial reporting due under Sections 9.1(a)(i)
and 9.1(a)(ii) of that certain Fourth Amended and Restated Inventory Financing Agreement dated as of June 14, 2018 (as amended prior to the date hereof, the “IFA”) by and among the Companies, CDF and the
lenders party thereto, in respect of the periods ending December 31, 2018 and March 31, 2019, respectively, each of which constituted an event of default under Section 13(b) of the IFA resulting in an Event of Default under Section 8.1(b)(iii) of
the Credit Agreement.
(b) Companies made misrepresentations that the financial information contained in its annual and quarterly reporting delivered to CDF on January 28, 2019 and April 30, 2019,
in respect of the periods ending December 31, 2018 and March 31, 2019, respectively, was true and correct in all respects, which misrepresentations constituted an event of default under Section 13(b) of the IFA resulting in an Event of Default
under Section 8.1(b)(iii) of the Credit Agreement.
(c) Companies failed to provide notice to Agent and the Lenders of the above-listed Events of Default as required pursuant to Section 5.1(f) of the Credit Agreement, which
failure constitutes an Event of Default under Section 8.1(c) of the Credit Agreement.
(d) Companies failed to satisfy certain of the requirements listed on Schedule 5.17 of that certain Fifteenth Amendment to Credit and Guaranty Agreement dated as of May 3,
2019 by and among Holdings, Companies, Agent and Lenders on or before the dates specified for such requirements resulting in Events of Default under Section 8.1(c) of the Credit Agreement.
WHEREAS, Companies have requested that Agent and Lenders agree to (i) consent to the SunTrust Disposition, (ii) consent to the SunTrust Leaseback, (iii) release the SunTrust
Property from the Liens under the Credit Documents, (iv) waive the Specified Defaults and (v) amend certain other terms and provisions of the Credit Agreement, in each case, as more particularly described in this Amendment; and
WHEREAS, subject to the terms and conditions set forth herein, the undersigned Lenders have agreed to Companies’ requests as set forth in this Amendment.
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and agreed, Holdings, Companies, Agent and the undersigned Lenders hereby agree as follows:
SECTION 1. Limited Consent and Waiver. Subject to the satisfaction or waiver in writing of each of the conditions set forth in this Section
1 and in Section 4 below and in reliance on the representations, warranties, covenants and agreements set forth in this Amendment, Agent and Lenders hereby consent to the SunTrust Disposition and the SunTrust Leaseback and waive the
Specified Defaults; provided that each of the following conditions (collectively, the “Closing Conditions”) is satisfied:
(a) the SunTrust Disposition and the SunTrust Leaseback are consummated concurrently on or prior to August 9, 2019, in substantial
accordance with each of the SunTrust Disposition Agreement and SunTrust Lease Documents and neither the SunTrust Disposition Agreement nor any of the SunTrust Lease Documents have been modified, amended or waived in a manner adverse to the
interests of the Lenders;
(b) on or prior to the date the SunTrust Disposition and the SunTrust Leaseback are consummated, , the Credit Parties shall have
delivered to Agent a certificate, in form and substance satisfactory to Agent, that each of the conditions set forth herein to the consummation of the SunTrust Disposition and the SunTrust Leaseback have been satisfied; and
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(c) the Credit Parties shall satisfy the requirements of Section 5.11 of the Credit Agreement with respect to the SunTrust Lease
Agreements.
The consent and waiver described in this Section 1 is limited solely to (i) Section 6.9 of the Credit Agreement with respect to the SunTrust Disposition; (ii) Section 6.11 of the Credit
Agreement with respect to the SunTrust Leaseback, (iii) Sections 8.1(b)(iii) and 8.1(c) of the Credit Agreement with respect to the Specified Defaults and (iv) Sections 6.1 and 6.8 of the Credit Agreement with respect to the SunTrust Guaranties,
and nothing contained herein shall be deemed a consent to, or waiver of, any other action or inaction of Holdings or Companies which constitutes (or would constitute) a violation of any provision of the Credit Agreement or any other Credit
Document. Notwithstanding anything to the contrary in the Credit Agreement or any other Credit Documents from and after the closing of the SunTrust Leaseback until the termination, waiver, or release of the SunTrust Guarantors, such SunTrust
Guarantor’s obligations shall be deemed not constitute “Indebtedness” or “Consolidated Total Debt” for any purpose under the Credit Agreement. Neither the Lenders nor Agent shall be obligated to grant any future waivers, consents or amendments
with respect to any other provision of the Credit Agreement or any other Loan Document. Without limiting the foregoing, if the SunTrust Disposition and/or the SunTrust Leaseback is consummated without satisfying any of the conditions in this Section
1 any such event shall constitute an immediate Event of Default under Section 8.1(c) of the Credit Agreement, unless the specific failure is agreed to, waived or otherwise consented to in writing by Agent.
SECTION 2. Release of SunTrust Property. The undersigned Lenders authorize Agent to release the SunTrust Property from all Liens under the
Credit Documents, concurrently with the consummation of the SunTrust Disposition and SunTrust Leaseback. Agent hereby agrees to grant such release, under documents to the reasonable satisfaction of Buyer and, provided that each of the Closing
Conditions is satisfied concurrently with the effectiveness of such release.
SECTION 3. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit
Agreement shall be amended as follows:
3.1. Additional Definitions. Section 1.1 of the Credit Agreement shall be amended to add each of the following definitions
to such section in appropriate alphabetical order:
“Qualified IPO” means the issuance by Holdings or any direct or indirect parent company of
Holdings of its common Capital Stock (other than Disqualified Stock) (and the contribution of any proceeds of such issuance to the Companies) in an underwritten primary public offering (other than a public offering pursuant to a registration
statement on Form S-8) pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission on terms satisfactory to Agent and Lenders.
“Sixteenth Amendment”
means that certain Limited Consent, Waiver and Sixteenth Amendment to Credit and Guaranty Agreement dated as of August 5, 2019.
“SunTrust Leaseback” has the meaning assigned to such term in the Sixteenth Amendment.
“SunTrust Proceeds” has the meaning assigned to such term in the Sixteenth Amendment.
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3.2. Deleted Definition. The definition of “GSSLH” contained in Section 1.1 of the Credit Agreement is hereby deleted.
3.3. Restated Definitions. The definition of the following term contained in Section 1.1 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
“GS” means (a) GSSLG, and (b) any affiliate of Xxxxxxx Xxxxx & Co. LLC, including GSSLG
and its predecessors in interest, in each case solely to the extent such Person described in this definition is a Lender hereunder.
3.4. Amendment to Section 1.1 of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended by amending and
restating the second sentence of the definition of “Consolidated Adjusted EBITDA” to read in full as follows:
Notwithstanding the foregoing, (w) Consolidated Adjusted EBITDA shall be adjusted as set forth in Section 6.8(e) for all purposes under this Agreement other
than for purposes of calculating Consolidated Excess Cash Flow, (x) for all purposes other than for purposes of calculating Consolidated Excess Cash Flow, any calculation of Consolidated Adjusted EBITDA from and after the closing date of the
SunTrust Leaseback shall include an adjustment reducing Consolidated Adjusted EBITDA by the “run rate” additional cash rent expense that would have accrued during the relevant period if the SunTrust Leaseback was closed at the beginning of such
period, (y) for all purposes, Consolidated Adjusted EBITDA attributable to SSAO shall be reduced by a percentage equal to the percentage interest that the Xxxx Stock represents in SSAO and (z) for all purposes, Consolidated Adjusted EBITDA
attributable to BAO shall be reduced by a percentage equal to the percentage interest that the BMI Stock represents in BAO.
3.5. Amendment to Section 1.2 of the Credit Agreement. Section 1.2 of the Credit Agreement is hereby amended by inserting
the following sentence immediately after the last sentence of the current Section 1.2 of the Credit Agreement:
Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios
referred to herein shall be made without giving effect to any change in accounting treatment of “operating” and “capital” leases scheduled to become effective for fiscal years beginning after December 15, 2018 as set forth in the Accounting
Standards Update No. 2016-02, Leases (Topic 842), issued by the Financial Accounting Standards Board in February 2016, or any similar publication issued by the Financial Accounting Standards Board in connection therewith, in each case if such
change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect prior to December 15, 2018.
3.6. Amendments to Section 2.11 of the Credit Agreement. Clause (a) of Section 2.11 of the Credit Agreement is hereby
amended by (a) replacing the word “or” appearing immediately before subclause (ii) of Section 2.11(a) with “;”; (b) inserting a new subclause (iii) of Section 2.11(a) immediately before the semi-colon appearing at the end of existing clause (ii) of
Section 2.11(a) to read in full as follows: “; or (iii) solely with respect to the SunTrust Proceeds (which may only be reinvested pursuant to subclauses (ii) and (iii) of this Section 2.11(a)), for purposes of funding a Qualified IPO or related
transactions within one hundred twenty days after receipt of the SunTrust Proceeds” and (c) inserting the phrase “(other than the SunTrust Proceeds, which may be retained in any Credit Parties’ Deposit Accounts)” immediately after the phrase “in an
escrow account” appearing in the first sentence of Section 2.11(a).
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3.7. Replacement of Appendixes to Credit Agreement. Appendix A-1 and Appendix B of the Credit Agreement are each hereby
amended and restated in their respective entireties as Appendix A-1 and Appendix B attached hereto, respectively.
3.8. Replacement of Schedules to Credit Agreement. Schedules 1.1(a) and 4.13(b) of the Credit Agreement are each hereby
amended and restated in their respective entireties as Schedules 1.1(a) and 4.13(b), attached hereto, respectively.
SECTION 4. Conditions Precedent. The amendments contained in Section 3 hereof and the consent and waiver contained in Section 1
hereof, in each case, shall become effective on the date on which all of the following conditions precedent have been satisfied:
4.1. Credit Agreement Amendment. Agent shall have received counterparts of this Amendment duly executed and delivered (which
may be by email, facsimile or other electronic transmission (e.g., “.pdf”)) by Companies, Holdings and each Lender.
4.2. SunTrust Disposition and SunTrust Leaseback Closing. The closing of the SunTrust Disposition and the SunTrust Leaseback
shall have occurred in accordance with this Amendment.
4.3. Officer’s Closing Certificate. Agent shall have received a certificate from an Authorized Officer to the effect that:
(a) each representation and warranty of each Credit Party contained in this Amendment and each Credit Document is true and correct in
all material respects as of the date hereof (except (i) to the extent that any such representation and warranty is expressly limited to an earlier date, in which case, on the date hereof, such representation and warranty shall continue to be true
and correct in all material respects as of such specified earlier date and (ii) to the extent that any such representations and warranties are qualified by materiality, such representations and warranties shall continue to be true and correct in
all respects);
(b) no injunction or other restraining order has been issued and no hearing to cause an injunction or other restraining order to be
issued is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the borrowing contemplated hereby;
(c) no event, circumstance, change or effect that, individually or in the aggregate, has had or would reasonably be expected to have a
Material Adverse Effect has occurred since December 31, 2017;
(d) each Credit Party has received all Governmental Authorizations and all consents of other Persons, in each case that are necessary or
advisable in connection with the effectuation of the transactions contemplated by this Amendment and the Credit Documents and each of the foregoing is in full force and effect and in form and substance reasonably satisfactory to Agent; and
(e) no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would
constitute an Event of Default or a Default.
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4.4. Officer’s Certificates; Other Documents. Agent shall have received in respect of each Credit Party on or prior to the
date hereof (i) sufficient copies of each Organizational Document as Agent shall request, in each case certified by an Authorized Officer of such Credit Party and, to the extent applicable, certified as of such date or a recent date prior thereto
by the appropriate Governmental Authority or a certification made by such Authorized Officer that there have been no changes with respect to such matters since the date of the most recent Organizational Documents delivered to Agent; (ii) signature
and incumbency certificates of the officers of each Credit Party executing this Amendment and the other Credit Documents to which it is a party or a certification made by such Authorized Person that there have been no changes with respect to such
matters since the date of the most recent incumbency certificates delivered to Agent; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of
the SunTrust Disposition Agreement, the SunTrust Lease Documents, this Amendment and the other Credit Documents to which it is a party, certified as of such date by an appropriate Authorized Officer as being in full force and effect without
modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a
foreign corporation or other entity to do business, each dated a recent date prior to such certification date.
4.5. Fees and Expenses. Companies shall have paid to Agent and the Lenders (i) the fees payable on the date hereof referred
to in Section 2.8(d) of the Credit Agreement (as amended hereby) and (ii) all fees and reimbursements due and owing to Agent or the Lenders in connection with this Amendment including, without limitation, all reasonable fees and expenses incurred
by Agent (including, without limitation, reasonable and documented fees and expenses of counsel to Agent) in the preparation, execution, review and negotiation of this Amendment and any other related documents for which Companies shall have been
invoiced by Agent prior to the date hereof.
4.6. Absence of Defaults. After giving effect to the limited waiver set forth in Section 1, no Default or Event of
Default shall have occurred that is continuing after giving effect to this Amendment, the SunTrust Disposition and the SunTrust Leaseback.
4.7. Floorplan Lenders. The requisite lenders under any Approved Floorplan Financing shall have (i) consented to or otherwise
permitted the SunTrust Disposition and the SunTrust Leaseback and this Amendment pursuant to amendments of and/or consents under the Approved Floorplan Financing Documents that are in form and substance satisfactory to Agent and Requisite Lenders
in their respective sole discretion and (ii) waived any events of default under any Approved Floorplan Financing Documents in form and substance satisfactory to Agent and Requisite Lenders in their respective sole discretion.
4.8. No Litigation. On the date hereof, there shall not exist any action, suit, investigation, litigation or proceeding,
hearing, or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of Agent, singly or in the aggregate, materially impairs this Amendment, the
financing thereof or any of the other transactions contemplated by the Credit Documents, or that could have a Material Adverse Effect.
4.9. Other Documents. Agent shall have received any other documents or agreements reasonably requested by Agent in
connection herewith.
SECTION 5. Representations and Warranties. In order to induce Agent and the undersigned Lenders to enter into this Amendment, each Credit Party
hereby represents and warrants to Agent and each Lender that:
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5.1. Accuracy of Representations and Warranties. After giving effect to the limited waiver set forth in Section 1,
each representation and warranty of each Credit Party contained in this Amendment and the Credit Documents is true and correct in all material respects as of the date hereof (except (a) to the extent that any such representation and warranty is
expressly limited to an earlier date, in which case, on the date hereof, such representation and warranty shall continue to be true and correct in all material respects as of such specified earlier date and (b) to the extent that any such
representations and warranties are qualified by materiality, such representations and warranties shall continue to be true and correct in all respects).
5.2. Due Authorization. The execution, delivery and performance of this Amendment have been duly authorized by all necessary
action on the part of each Credit Party.
5.3. No Conflicts. The execution, delivery and performance by each Credit Party of this Amendment shall not: (a) violate any
provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, any of the Organizational Documents of Holdings or any of its Subsidiaries, or any order, judgment or decree of any court or other agency
of government binding on Holdings or any of its Subsidiaries; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries; (c)
result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Agent, on behalf of Secured
Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries.
5.4. Validity and Binding Effect. This Amendment constitutes the valid and binding obligations of each Credit Party
enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally, and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or law.
5.5. Absence of Defaults. No Default or Event of Default has occurred that is continuing.
5.6. No Defense. No Credit Party has any defenses to payment, counterclaims or rights of set-off with respect to the
Obligations on the date hereof or any defenses to the validity, enforceability or binding effect against such Credit Party of the Credit Documents to which it is a party to or any Liens intended to be created thereby.
5.7. Review and Construction of Documents. Each Credit Party (a) has had the opportunity to consult with legal counsel of
its own choice and has been afforded an opportunity to review this Amendment with its legal counsel, (b) has reviewed this Amendment and fully understands the effects thereof and all terms and provisions contained in this Amendment, and (c) has
executed this Amendment of its own free will and volition. Furthermore, each Credit Party acknowledges that (i) this Amendment shall be construed as if jointly drafted by the Credit Parties and the Lenders, and (ii) the recitals contained in this
Amendment shall be construed to be part of the operative terms and provisions of this Amendment.
SECTION 6. Post-Closing Covenants. The Companies shall, and shall cause each of the Credit Parties to, satisfy the requirements listed on Schedule
5.17 attached hereto, on or before the date specified for such requirements or such later date to be determined by Agent, and the deadlines set forth for such requirements in any Loan Document entered into prior to the date hereof shall be
deemed extended and replaced by the deadlines set forth in such Schedule 5.17.
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SECTION 7. Miscellaneous.
7.1. Reaffirmation of Credit Documents and Liens. All of the terms and provisions of the Credit Agreement and any other
Credit Documents shall, except as amended and modified hereby, remain in full force and effect and are hereby ratified and confirmed. Each Credit Party hereby reaffirms the Liens securing the Obligations until the Obligations have been paid in
full, and agrees that the amendments and modifications herein contained shall in no manner adversely affect or impair the Obligations or the Liens securing payment and performance thereof.
7.2. Parties in Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns.
7.3. Counterparts. This Amendment may be executed in counterparts, all of which taken together shall constitute one and the
same instrument. Delivery of a counterpart by facsimile or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed original counterpart.
7.4. COMPLETE AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT
AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
7.5. Release. Companies and each other Credit Party on their own behalf and on behalf of their predecessors, successors,
heirs, legal representatives and assigns (collectively, the “Releasing Parties”), hereby acknowledge and stipulate that as of the date hereof, none of the Releasing Parties has any claims or causes of action
of any kind whatsoever against Agent, any other Secured Party or any of their officers, directors, employees, agents, attorneys or representatives, or against any of their respective predecessors, successors or assigns (each of the foregoing,
collectively, the “Released Parties”). Each of the Releasing Parties hereby forever releases, remises, discharges and holds harmless the Released Parties from any and all claims, causes of action, demands
and liabilities of any kind whatsoever, whether direct or indirect, fixed or contingent, liquidated or nonliquidated, disputed or undisputed, known or unknown, which any of the Releasing Parties has relating in any way to any event, circumstance,
action or failure to act by the Released Parties through the date of this Amendment.
7.6. No Implied Waivers. No failure or delay on the part of Agent or the Lenders in exercising, and no course of dealing with
respect to, any right, power or privilege under this Amendment, the Credit Agreement or any other Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Amendment, the
Credit Agreement or any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
7.7. Arms-Length/Good Faith. This Amendment has been negotiated at arms-length and in good faith by the parties hereto.
7.8. Interpretation. Wherever the context hereof shall so require, the singular shall include the plural, the masculine
gender shall include the feminine gender and the neuter and vice versa. The headings, captions and arrangements used in this Amendment are for convenience only, shall not affect the interpretation of this Amendment, and shall not be deemed to
limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.
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7.9. Severability. In case any one or more of the provisions contained in this Amendment shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Amendment shall be construed as if such invalid, illegal, or unenforceable provision had never
been contained herein.
7.10. Credit Document. Each Credit Party acknowledges and agrees that this Amendment is a Credit Document.
7.11. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
[Signature Pages Follow]
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COMPANIES:
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XXXXXXXXX ASSETS & OPERATIONS, LLC
LEGENDARY ASSETS & OPERATIONS, LLC
SOUTH FLORIDA ASSETS & OPERATIONS, LLC
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000 X XXXXXXX XXXXXXX, LLC
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By:
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/s/ Xxxxxx Xxxxxx Xxxxxxxxx, Jr.
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Name:
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Xxxxxx Xxxxxx Xxxxxxxxx, Jr.
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Title:
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Manager
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BOSUN’S ASSETS & OPERATIONS, LLC
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ONE WATER ASSETS & OPERATIONS, LLC
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SOUTH SHORE LAKE ERIE ASSETS &
OPERATIONS, LLC
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By:
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/s/ Xxxxxx Xxxxxx Xxxxxxxxx, Jr.
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Name:
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Xxxxxx Xxxxxx Xxxxxxxxx, Jr.
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Title:
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CEO
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SUNDANCE LAUDERDALE REALTY, INC.
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By:
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/s/ Xxxxxx Xxxxxx Xxxxxxxxx, Jr.
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Name:
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Xxxxxx Xxxxxx Xxxxxxxxx, Jr.
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Title:
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President
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MIDWEST ASSETS & OPERATIONS, LLC
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By: One Water Assets & Operations, LLC, its Manager
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By:
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/s/ Xxxxxx Xxxxxx Xxxxxxxxx, Jr.
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Name:
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Xxxxxx Xxxxxx Xxxxxxxxx, Jr.
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Title:
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CEO
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HOLDINGS:
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ONE WATER MARINE HOLDINGS, LLC
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By:
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/s/ Xxxxxx Xxxxxx Xxxxxxxxx, Jr.
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Name:
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Xxxxxx Xxxxxx Xxxxxxxxx, Jr.
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Title:
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CEO
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AGENT:
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XXXXXXX SACHS SPECIALTY LENDING
GROUP, L.P., as Agent
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By:
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/s/ Xxxx Xxxxx
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Name:
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Xxxx Xxxxx
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Title:
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Senior Vice President
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LENDER:
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XXXXXXX XXXXX SPECIALTY LENDING
GROUP, L.P., as Lender
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By:
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/s/ Xxxx Xxxxx
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Name:
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Xxxx Xxxxx
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Title:
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Senior Vice President
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LENDER:
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OWM BIP INVESTOR, LLC, as Lender
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By:
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/s/ Xxxx Xxxxxxx
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Name:
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Xxxx Xxxxxxx
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Title:
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Manager
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APPENDIX A-1
Revolving Commitments
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Lender
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Revolving Commitment
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Pro
Rata Share
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Xxxxxxx Sachs Specialty Lending Group, L.P.
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$3,308,823.53
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66.1764706%
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OWM BIP Investor, LLC
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$1,691,176.47
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33.8235294%
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Total
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$5,000,000.00
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100%
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APPENDIX B
TO CREDIT AND GUARANTY AGREEMENT
Notice Addresses
ONE WATER ASSETS & OPERATIONS, LLC
XXXXXXXXX ASSETS & OPERATIONS, LLC
LEGENDARY ASSETS & OPERATIONS, LLC
SOUTH FLORIDA ASSETS & OPERATIONS, LLC
SUNDANCE LAUDERDALE REALTY, INC.
ONE WATER MARINE HOLDINGS, LLC
MIDWEST ASSETS & OPERATIONS, LLC
SOUTH SHORE LAKE ERIE ASSETS & OPERATIONS, LLC
0000 Xxxxxx Xxxxxxx Xxxxxxx
Xxxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxx Xxxxxxxxx, Jr., CEO
Telecopier: (000) 000-0000
XXXXXXX SACHS SPECIALTY LENDING GROUP, L.P.,
as Agent, Collateral Agent, Lender and Lead Arranger
Xxxxxxx Xxxxx Specialty Lending Group, L.P.
0000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: One Water Marine Holdings, Account Manager
Email: and
as a Lender
c/o The Xxxxxxx Group
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxx and Xxxxx Xxxxxxxx
Facsimile: (000) 000-0000
with a copy (which shall not constitute notice) to:
Akerman LLP
000 Xxxx Xxx Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxx, Esq.
Telecopier: (000) 000-0000
Schedule 1.1(a)
Certain Material Real Estate Assets
The following is a list of all fee‑owned Real Estate Asset having a fair market value in excess of $200,000 as of the date of the acquisition thereof:
|
Complete Address
(including county)
|
Whether
Improved or Unimproved
|
If Improved,
Type of
Improvements
|
Use of Property
|
Approximate
Value
|
|
00000 X. Xxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
(Xxx County)
|
Improved
|
Sales offices,
service and parts
warehouse
|
Marina Mike’s
retail sale of new and
used boats in Fort
Xxxxx, FL
|
$1,200,000
|
|
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
(Monroe County)
|
Improved
|
Marina apartments
and other storage
|
Caribee Boat Sales &
Marina storage and
additional marina
property
|
$1,897,000
|
The following is a list of all Leasehold Properties other than those with respect to which the aggregate payments under the term of the lease are less than $35,000 per annum, and any other Real
Estate Asset that Requisite Lenders have determined is material to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any Subsidiary.
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
0000 Xxxxxxx 00 Xxxxx
Xxxx Xxxxxx, XX 00000
(Xxxxxxx County)
|
Legendary Marine Alabama,
LLC
0000 Xxxxxxxxx Xx.
Xxxxx 000
Xxxxxx, XX 00000
|
Improved
|
Showroom
& sales
offices
|
Legendary Marine (Gulf Shores) –
Retail sale of new boats in Gulf Shores, Alabama
pursuant to that Lease Agreement, dated August 1, 2014, subject to its Assignment to LAO, dated October 1, 2014, and subject to Addendum No. 1, dated July 1, 2015
|
|
00000 XX Xxxxxxx 00
Xxxxxx, XX 00000
(Xxxxxxx County)
|
A Proper Wash, LLC
000 Xxxxxxxxx Xx.
Xxxx Xxxxxx, XX 00000
|
Improved
|
Showroom
& sales
offices
|
Sunrise Marine of Alabama –
Retail sale of new boats in Gulf Shores, Alabama
pursuant to that Lease Agreement, dated November 1, 2016
|
|
000 Xxxxxx Xxxxx
Xxxxxx Xxxx
Xxxxxxxx, XX 00000
(Coosa County)
|
WillAnn, LLC
0000 Xxx 00 Xxxxx
Xxxxxxxxx, XX 00000
|
Improved
|
Storage
space,
service
garage,
marine store
|
SMG Xxxxxx Creek –
Service department, merchandise store & boat storage on Lake Martin in Alabama (no boat sales)
pursuant to that Commercial Lease Agreement, dated July 24, 2014
|
|
15904 Hwy 000-000 X.
Xxxxx Xxxxx, XX 00000
(Madison County)
|
Xxxxx XX Properties, LLC
00 Xxxx Xxxxxx Xxxx XX
Xxxxxxxxxx, XX 00000
|
Improved
|
Showroom
& sales
offices
|
Rambo (Huntsville) –
Retail sale of new boats near Huntsville, Alabama pursuant to that Lease Agreement, dated July 1,2015
|
|
00000 Xxxxxxx 000 Xxxx
Xxxxxxxx, XX 00000
(Shelby County)
|
Rambo BHM
Properties, LLC
00 Xxxx Xxxxxx Xxxx XX
Xxxxxxxxxx, XX 00000
|
Improved
|
Showroom
& sales
offices
|
Rambo (Birmingham) –
Retail sale of new boats near Birmingham, Alabama
pursuant to that Lease Agreement, dated July 1,2015
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
1-acre parcel adjacent to:
00000 Xxxxxxx 000 Xxxx
Xxxxxxxx, XX 00000
(Shelby County)
|
Rambo BHM
Properties, L.L.C.
00 Xxxx Xxxxxx Xxxx XX
Xxxxxxxxxx, XX 00000
|
Un-
improved
|
N/A
|
Rambo (Birmingham) –
storage of boat inventory for retail sale at the adjacent lot near Birmingham, Alabama
pursuant to that Lease Agreement, dated July 1, 2015
|
|
0000 Xxxxxxx 00 Xxxxx
Xxxxxxxxx, XX 00000
(Tallapoosa County)
|
WillAnn, LLC
0000 Xxx 00 Xxxxx
Xxxxxxxxx, XX 00000
|
Improved
|
Showroom,
sales offices
& storage
|
SMG Blue Creek Marina –
Retail sale of new boats on Lake Martin in Alabama
pursuant to that Commercial Lease Agreement, dated July 24, 2014
|
|
0000 Xxxxxxx 00 Xxxxx
Xxxxxxxxx, XX 00000
(Tallapoosa County)
|
Xxxx Xxxxxx, Inc.
0000 Xxx 00
Xxx Xxxxxxx, XX 00000
|
Un-
improved
|
N/A -
(trailer
office used)
|
SMG Used Boat Supercenter (Lake Martin) –
Retail sale of pre-owned boats near Lake Martin in Alabama
pursuant to that Lease Agreement, dated March 16, 2017
|
|
0000 Xxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
(Bay County)
|
0000 Xxxxxx Xxxxx, LLC
0000 Xxxxxxxxx Xx.
Xxxxxx, XX 00000
|
Improved
|
Showroom
& sales
offices
|
Legendary Marine (Panama City) –
Old retail sale of new boats in Panama City, Florida
pursuant to that Lease Agreement, dated April 1, 2017
|
|
0000 Xxxxxx Xxxxx
Xxxxxx Xxxx, XX 00000
(Bay County)
|
0000 Xxxxxx Xxxxx, LLC
0000 Xxxxxxxxx Xx.
Xxxxxx, XX 00000
|
Improved
|
Showroom
& sales
offices
|
Legendary Marine (Panama City) –
New retail sale of new boats in Panama City, Florida pursuant to that Lease Agreement, dated April 1, 2016
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property |
|
000 Xxxxx Xxxxxxx Xxx
Xxxxxxx Xxx, XX 00000
(Broward County)
|
LAC Marine Corp.
0000 XX 00xx Xx.
Xx. Xxxxxxxxxx, XX 00000
&
0000 Xxxx Xxxx Xx.
Xx. Xxxxxxxxxx, XX 00000
|
Improved
|
Showroom
& sales
offices
|
SunDance Marine (Pompano Beach) –
Retail sale of new and pre-owned boats in Pompano Beach, Florida
pursuant to that Lease Agreement, dated February 1, 2016
|
|
0000 Xxxxxxxxx 00xx Xx.
Xxxxxxx Xxx, XX 00000
(Broward County)
|
MMJC Realty, LLC
0000 XX 00xx Xx.
Xx. Xxxxxxxxxx, XX 00000
&
0000 Xxxx Xxxx Xx.
Xx. Xxxxxxxxxx, XX 00000
|
Improved
|
Docks and slips
|
SunDance Marine (Pompano Beach) –
In-water new, pre-owned and brokered boat access in Pompano Beach, Florida
pursuant to that Lease Agreement, dated February 1, 2016
|
|
0000 Xxxxxxx Xxxx
Xx Xxxxxxxxxx, XX 00000
(Broward County)
|
0000 Xxxxxxx Xxxx, LLC
0000 X 00 Xx
Xxxxxxxxx, XX 00000
|
Improved
|
Service building and storage
|
SunDance Marine (Ft. Lauderdale) –
Full service department and storage on water in Ft. Lauderdale, Florida
pursuant to that Lease Agreement, dated November 14, 2014, subject to addendum, dated February 10, 2016
|
|
801 NE Third St.
or
000 XX Xxxxx Xx.
Xxxxx Xxxxx, XX 00000
(Broward County)
|
Harbour Xxxxx
Xxxxxx, LLC
c/o Westrec
Marina Mgmt., Inc.
00000 Xxxxxxx Xxxx.
0xx Xxxxx
Xxxxxx, XX 00000
|
Improved
|
Retail office suite and marina slips
|
Grande Yachts (Dania Beach / Ft. Lauderdale) –
new boat sales location in Ft. Lauderdale, Florida pursuant to that Lease, dated March 1, 2017
|
|
0000 X. Xxxxxxx Xxx.
Xxxxxxxxxx Xx, XX 00000
(Broward County)
|
OBYS Holdings, LLC
000 XX Xxxx Xxxx Xx.
Xxxx Xxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
Ocean Blue Yacht Sales
Retail sale of new boats in Broward Co., Florida
pursuant to that Lease Agreement, dated February 1, 2019.
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
00 X. Xxxxxxx Xxxx.
Xxxxxxxxx, XX 00000
(Escambia County)
|
84 W. Airport, LLC
0000 Xxx Xxx Xx.
Xxxx Xxxxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
Legendary Marine (Pensacola) –
Retail sale of new boats in Pensacola, Florida
pursuant to that Lease Agreement, dated October 13, 2016.
|
|
00000 Xxxx Xxxxx Xx.
Xxxx X0-0
Xx. Xxxxx, XX 00000
(Xxx County)
|
Ozinus Pine Ridge, LLC
00000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
|
Improved
|
Storage
|
Marina Mike’s - Ft. Xxxxx (storage warehouse) –
pursuant to that Lease Agreement, dated June 15, 2017
|
|
0000 XX Xxxxxx Xxxxx Xx.
Xxxxxx Xxxxx, XX 00000
(Xxxxxx County)
|
Sundance
Marine Dixie, Inc.
0000 XX 00xx Xx.
Xx. Xxxxxxxxxx, XX 00000
&
0000 Xxxx Xxxx Xx.
Xx. Xxxxxxxxxx, XX 00000
|
Un-improved
|
Parking lot
|
SunDance Marine (Xxxxxx Beach) –
Retail sale of new boats and service department on water in Jensen Beach, Florida
pursuant to that Lease Agreement, dated February 1, 2016, which covers both:
0000 XX Xxxxxx Xxxxx Xx.
Xxxxxx Xxxxx, XX 00000
&
0000 XX Xxxxxx Xxxxx Xx.
Xxxxxx Xxxxx, XX 00000
|
|
0000 XX Xxxxxx Xxxxx Xx.
Xxxxxx Xxxxx, XX 00000
(Xxxxxx County)
|
Indian River Drive, Inc.
0000 XX 00xx Xx.
Xx. Xxxxxxxxxx, XX 00000
&
0000 Xxxx Xxxx Xx.
Xx. Xxxxxxxxxx, XX 00000
|
Improved
|
Showroom, sales offices and marina
|
SunDance Marine (Xxxxxx Beach) –
Retail sale of new boats and service department on water in Jensen Beach, Florida
pursuant to that Lease Agreement, dated February 1, 2016, which covers both:
0000 XX Xxxxxx Xxxxx Xx.
Xxxxxx Xxxxx, XX 00000
&
0000 XX Xxxxxx Xxxxx Xx.
Xxxxxx Xxxxx, XX 00000
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
000 X.X. Xxxxxxx Xxx.
Xxxxxx, XX 00000
(Xxxxxx County)
|
DB South Florida
Properties, LLC
000 XX Xxxx Xxxx Xx.
Xxxx Xxxx, XX 00000
|
Improved
|
Showroom and sales offices
|
Ocean Blue Yacht Sales
Retail sale of new boats in Xxxxxx Co., Florida
pursuant to that Lease Agreement, dated February 1, 2019.
|
|
0000 XX 0xx Xxxxxx
Xxxxx, XX 00000
(Miami-Dade County)
|
Ibanez Investment
Group, Inc.
X.X. Xxx 000000
Xxxxx Xxxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
SunDance Marine (Miami) –
Retail sale of new boats in Miami, Florida
pursuant to that Lease Agreement, dated June 10, 2016
|
|
0000 X. Xxxxxxxx Xx.
Xxxxxxx Xxxxx, XX 00000
(Miami-Dade County)
|
Aligned Bayshore
Marina, LLC
0000 X. Xxxxxxxx Xx.
Xxxxxxx Xxxxx, XX 00000
|
Improved
|
Retail office space
|
Grande Yachts (Miami)-
new boat sales location in Miami, Florida
pursuant to that Lease Agreement, dated September 3, 2017
|
|
0000 Xxxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
(Okaloosa County)
|
LYC Destin, LLC
0000 Xxxxxxxxx Xx.
Xxxxx 000
Xxxxxx, XX 00000
|
Improved
|
Showroom, sales offices & storage
|
Legendary Marine (Destin) –
Retail sale of new boats, full service & boat storage on water in Destin, Florida
pursuant to that Lease Agreement, dated October 1, 2014
|
|
0000 Xxxxxxxxx Xx.
Xxxxxxx Xxxxx, XX 00000
(Palm Beach County)
|
Riviera Beach SMI, LLC
00000 Xxxxxxx Xx.
Xxxxx 000X
Xxxxxx, XX 00000
|
Improved
|
Showroom, sales offices
|
Ocean Blue Yacht Sales
Retail sale of new boats in Palm Beach County, Florida
pursuant to that Lease Agreement, dated September 7, 2017, which Ocean Blue Yacht Sales assigned, with Landlord’s consent, on February 25, 2019
|
|
0000 X. Xxx X0X
Xxxxxxx, XX 00000
(Palm Beach County)
|
Jupiter Inlet Marina, LLC
0000 X. Xxx X0X
Xxxxxxx, XX 00000
|
Improved
|
Slip & sales office
|
Grande Yachts (Jupiter Inlet) –
pursuant to that Lease Agreement, dated May 17, 2017
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
0000 Xxxxxxx
Xxxxx Xxxxxxx
Xxxxxxx Xxx, XX 00000
(Xxxxxx County)
|
Sandestin Investments, LLC
c/o Sandestin Real Estate
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000
|
Improved
|
Bait & tackle shop
|
Legendary Marine (Miramar Beach) –
350 sq. ft. shack selling bait and tackle in Sandestin’s Baytown Marina in Miramar, Florida (no boats sales; intended to cross-market sales at other locations)
pursuant to that Lease Agreement, dated March 1, 2016
|
|
0000 Xxxx Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
(Xxxxxx County)
|
Boats with Gusto, LLC
0000 Xxxx Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
|
Improved
|
Showroom
|
SMG at Lake Oconee –
Retail sale of new boats near Lake Oconee in Georgia
pursuant to that Lease Agreement, dated October 13, 2014
|
|
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
(Hall County)
|
AnnWill, LLC
0000 Xxx 00 Xxxxx
Xxxxxxxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
Cobalt Boats of Atlanta (Lake Xxxxxx) –
Retail sale of new boats near Lake Xxxxxx in Georgia
pursuant to that Commercial Lease Agreement, dated July 24, 2014
|
|
adjacent to preceding prop.
XxXxxx Xxxx
Xxxxxx, XX 00000
(Hall County)
|
CBD Investments, LLC
Xxx Xxxxxxx Xx. Xxx. 000
Xxxxxxx, XX 00000
|
Un-improved
|
N/A
|
Cobalt Boats of Atlanta (Lake Xxxxxx) –
Inventory storage for Cobalt Boats of Atlanta above (no boat sales)
pursuant to that Lease Agreement, dated August 8, 2014
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
(Hall County)
|
PS Marinas I, LP
c/o Westrec Marina
Management, Inc.
00000 Xxxxxxx Xxxx.
0xx Xxxxx
Xxxxxx, XX 00000
|
Improved
|
Showroom, sales offices & marina
|
Yacht Center of Lake Xxxxxx Islands –
Yacht sales on Lake Xxxxxx in Georgia
pursuant to that Lease Agreement, dated March 1, 2010, as amended May 31, 2012, as amended April 15, 2013, as amended July 24, 2015, subject to assignment, dated October 1, 2016
|
|
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
(Hall County)
|
PS Marinas I, LP
c/o Westrec Marina
Management, Inc.
00000 Xxxxxxx Xxxx.
0xx Xxxxx
Xxxxxx, XX 00000
|
Improved
|
Corporate offices
|
Yacht Center of Lake Xxxxxx Islands –
Yacht sales on Lake Xxxxxx in Georgia
pursuant to that Lease Agreement, dated April 1, 2017
|
|
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
(Hall County)
|
Holiday Marina, LLC
c/o Westrec Marina
Management., Inc.
00000 Xxxxxxx Xxxx.
0xx Xxxxx
Xxxxxx, XX 00000
|
Improved
|
Service garage & parts storage
|
Lazy Days at Holiday Marina –
on-water boat service on Lake Xxxxxx, in Georgia
pursuant to that Lease Agreement, dated July 1, 2016
|
|
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
(Hall County)
|
Xxxxx X. Xxxxxxxxx, LLC
0000 Xxxxxxxx Xx
Xxxxxx, XX 00000
|
Improved
|
Corporate office & service garage
|
OWMH Corp. Headquarters (Lake Xxxxxx) –
corporate offices and used-boat reconditioning near Lake Xxxxxx in Georgia (no boat sales)
pursuant to that Commercial Lease Agreement, dated July 24, 2014
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
0000 Xxxxxxxxx Xx.
Xxxxxx, XX 00000
(Hall County)
|
Blue Creek Marina, LLC
0000 Xxxxxxxx Xx
Xxxxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
SMG Used Boat Supercenter (Lake Xxxxxx) –
Retail sale of pre-owned boats near Lake Xxxxxx in Georgia
pursuant to that Commercial Lease Agreement, dated July 24, 2014
|
|
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
(Hall County)
|
Xxxxxxxx Xxxxxx
& Xxxxxx Xxxxxx
0000 Xxxxxxxxx Xx.
Xxxxxxxx, XX 00000
|
Improved
|
Sales office
|
American Boat Brokers (Lake Xxxxxx) –
Retail sale of pre-owned boats near Lake Xxxxxx in Georgia
pursuant to that Lease Agreement, dated March 31, 2015
|
|
00 Xxxxxxxx Xxxxx Xxxx
Xxxxxxx, XX 00000
(Xxxxxx County)
|
Sing Properties, LLC
0000 Xxxxxxxx Xx
Xxxxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
SMG Lake Xxxxxxx –
Retail sale of pre-owned boats near Lake Xxxxxxx in Georgia
pursuant to that Commercial Lease Agreement, dated May 1, 2015
|
|
0000 X. Xxxxxxx 00
Xxxxxxxx, XX 00000
(Pulaski County)
|
Xxxxx and Xxxx Xxxxxxxx
000 Xxxx Xxxxx Xx.
Xxxxxxxxxx, XX 00000
|
Improved
|
Service building and storage
|
Lookout Marine –
Full service department and storage near Lake Cumberland in Kentucky
pursuant to that Lease Agreement, dated June 1, 2016
|
|
0000 X. Xxxxxxx 00
Xxxxxxxx, XX 00000
(Pulaski County)
|
Xxxxx and Xxxx Xxxxxxxx
000 Xxxx Xxxxx Xx.
Xxxxxxxxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
Lookout Marine –
Retail sale of new boats near Lake Cumberland in Kentucky
pursuant to that Lease Agreement, dated June 1, 2016
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
000 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
(Barnstable County)
&
0 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
(Barnstable County)
&
00 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
(Barnstable County)
|
T & C NOMINEE TRUST
u/d/t dated Sept. 22, 2010
00 Xxx Xxxxx Xxxx
Xxxxxxx, XX 00000
|
Improved
|
Showroom, sales office, and service
|
Bosun’s Marine (Cape Cod Showroom) –
Retail sale of new and used boats, showroom and full service department in Mashpee, Massachusetts
pursuant to that Lease Agreement, dated June 1, 2018
|
|
000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
(Essex County)
&
000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
(Essex County)
|
BOSUN’S NEWBURY NOMINEE TRUST
u/d/t dated Aug. 2, 2006
61 Xxx Xxxxx Road
Mashpee, MA 02649
|
Improved
|
Showroom, sales office, and service
|
Bosun’s Marine (Boston/North Shore) –
Retail sale of new and used boats, showroom and full service department in Peabody, Massachusetts
pursuant to that Lease Agreement, dated June 1, 2018
|
|
0000 X. Xxxxxxxx Xxx.
Xxxx Xxxxxxxx, XX 00000
(Barnstable County)
|
R & G REALTY TRUST
u/d/t dated Dec. 6, 2011
00 Xxx Xxxxx Xxxx
Xxxxxxx, XX 00000
|
Improved
|
Sales office, service, and marina
|
Bosun’s Marine (East Falmouth Marina)-
Retail sale of new and used boats, and full service & boat storage on water in East Falmouth, Massachusetts
pursuant to that Lease Agreement, dated June 1, 2018
|
|
00 Xxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
(Barnstable County)
|
SHOESTRING BAY
NOMINEE TRUST
u/d/t dated Dec. 12, 2001
00 Xxx Xxxxx Xx.
Xxxxxxx, XX 00000
|
Improved
|
Slip rental
|
Bosun’s Marine (Mashpee Neck Marina) –
Retail slips and on water boat storage in Mashpee, Massachusetts
pursuant to that Lease Agreement, dated June 1, 2018
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
000 Xxxxxxxxxx Xxxxx Xx.
Xxxxxxxxxxx, XX 00000
(Queen Anne’s County)
|
GYI, LLC
000 Xxxxxx Xxxxxx Xx.
Xxxxxxxxx, XX 00000
|
Improved
|
Showroom, sales offices, service garage, and xxxxxx
|
Xxxxxx Yachts (HQ / Grasonville) –
Retail sale of new and used boats, full service & boat storage on water in Grasonville, Maryland
pursuant to that Lease Agreement, dated March 1, 2017
|
|
000 Xxxx Xxx Xxxx
Xxxxxxxxxxxx, XX 00000
(Queen Anne’s County)
|
Great American
Life Insurance Co.
c/o Property Brothers Management Corp.
000 Xxxx Xxx Xxxx
Xxxxxxxxxxxx, XX 00000
|
Improved
|
Retail sales office and marina slips
|
Grande Yachts (Stevensville / Annapolis) –
Retail sale of new and used boats on water near Annapolis, Maryland
pursuant to that Lease for Commercial Office Space at Bay Bridge Marina, dated May 1, 2015, as amended by the First Amendment to Lease for Commercial Office Space at Bay Bridge Marina, dated February 1, 2016,
and the Second Amendment to Lease for Commercial Office Space at Bay Bridge Marina, dated March 1, 2017
|
|
0 Xxxxx Xxxx
Xxx Xxxxxxxx, XX 00000
(Westchester County)
|
Xxxxxxxx Enterprises, Inc.
000 Xxxxxxxxx Xxx.
Xxx Xxxxxxxx, XX 00000
|
Improved
|
Retail sales office
|
Grande Yachts (New York) –
Retail sale of new and used boats on water near New York City
pursuant to that Lease Agreement, dated April 25, 2017
|
|
1322 & 0000 Xxxxxx Xx.
Xxxxxxxxxx, XX 00000
(New Hanover County)
|
Xxxxxxx’x Landing
Association, Inc.
X.X. Xxx 0000
Xxxxxxxxxxxx, XX 00000
|
Improved
|
Retail sales office and marina slips
|
Grande Yachts (Wilmington) –
Retail sale of new and used boats on water near Wrightsville Beach, North Carolina
pursuant to that Commercial Lease Agreement, dated April 1, 2017
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
0000 Xxxxxxx Xxxxxxx
Xxxxx, XX 00000
(Erie County)
|
Three SeaSons
Partners, LLC
00000 Xxxxxxxxx Xx.
Xxx Xxxxxxx, XX 00000
|
Improved
|
Showroom, sales offices, service, and storage facilities
|
South Shore Marine –
Retail sale of new and used boats near the water in Huron, Ohio
pursuant to that Commercial Lease Agreement, dated August 1, 2017
|
|
0000 Xxxxx Xxxxx 000 X.
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxx Xxxxx 000
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxx Xxxxx 000
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxx Xxxxx 000
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxx Xxxxx 000 X.
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxx Xx.
Xxxxxxxx, XX 00000
(Xxxxx County)
&
Xxxxxxxx Xx.
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
(Xxxxx County)
&
000 Xxxxxxxxxx Xxx.
Xxxxxxxx Xxxxx, XX 00000
(Xxxxx County)
&
000 Xxxxxxxxxx Xxx.
Xxxxxxxx Xxxxx, XX 00000
(Xxxxx County)
|
REBO, Inc.
0000 Xxxxx Xxxxx 000 X.
Xxxxxxxx, XX 00000
|
Improved
|
Showroom, sales offices, service department and garage, dry storage, wet slips, other storage facilities, and multiple RV trailer or mobile home lots
|
Spend A Day Marina –
Retail sale of new and used boats, rental boats, rental RV lots, full service garage, and boat storage on and off water on Indian Lake in Ohio
pursuant to that Commercial Lease Agreement, dated April 1, 2018
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
00 Xxxxxxxx Xx.
Xxxxxxxxxx, XX 00000
(Charleston County)
|
AMH–Xxxxxx Xxxxxx, LLC
00 Xxxxxxxx Xx.
Xxxxxxxxxx, XX 00000
|
Improved
|
Retail sales office
|
Grande Yachts (Charleston) -
FORMER retail sale of new and used boats on water in Charleston, South Carolina pursuant to that Office Lease Agreement, dated April 22, 2017
|
|
00 Xxxxxxxx Xxxxx Xx.
Xx. Xxxxxxxx, XX 00000
(Charleston County)
|
Patriots Point
Development Authority
c/o Brothers Property Management Corp. d/b/a
Charleston Harbor
Resort and Marina
00 Xxxxxxxx Xxxxx Xx.
Xx. Xxxxxxxx, XX 00000
|
Improved
|
Retail sales office
|
Grande Yachts (Charleston) -
Retail sale of new and used boats on water in Charleston, SC pursuant to that Lease Agreement, dated March 1, 2019
|
|
0000 Xxxxxxx 000
Xxxxxxxxx, XX 00000
(Lexington County)
|
A & M Properties, LLC
000 Xxx Xxxxxx Xxx.
Xxxxxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
Captain’s Choice -
Retail sale of new boats on Lake Xxxxxx in South Carolina
pursuant to that Lease Agreement, dated June 1, 2015
|
|
0000 Xxxxxxx 000
Xxxxxxxxx, XX 00000
(Lexington County)
|
Xxxxx X. Xxxxxxx Rev. Trust, dated 11/27/13
Xxxxxxx X. Xxxxxxx Trust, dated 11/27/13
|
Improved
|
Storage adjacent to 0000 Xxx 000
Xxxxxxxxx, XX 00000
|
Captain’s Choice -
Boat storage on Lake Xxxxxx in South Carolina
pursuant to that Lease Agreement, dated January 1, 2018
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
00000 Xxxxx Xxx 00
Xxxxx, XX 00000
(Oconee County)
|
North Keowee Land, LLC
0000 Xxxxxxxx Xx
Xxxxxx, XX 00000
|
Improved
|
Showroom & sales office
|
SMG Keowee North Marine -
Retail sale of new boats near Lake Keowee in South Carolina
pursuant to that Commercial Lease Agreement, dated July 24, 2014
|
|
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
(Xxxxxxx County)
&
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
(Xxxxxxx County)
|
The Cliffs Club at Keowee Vineyards, LLC
000 Xxxxxx
Xxxxxxx Xxxxxx Xx.
Xxx Xxxx, XX 00000
|
Improved
|
Storage space, and fuel dock
|
SMG Keowee Vineyards -
Storage, fuel sales, boat rentals on Lake Keowee in South Carolina (no boat sales)
pursuant to that Lease Agreement, dated June 13, 2013
|
|
00000 Xxxxx Xxxxx Xx.
Xxxx, XX 00000
(Richland County)
|
Xxxxxxx Brothers, LLC
000 Xxxxxx Xx.
Xxxxxx, XX 00000
&
0000 Xxxxx Xx.
Xxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
Xxx Xxxxxxx Boat Ctr –
Retail sale of new boats near Irmo, South Carolina
pursuant to that Lease Agreement, dated February 1, 2019
|
|
0000 X. Xxxxxxxx Xxx
Xxxxxxxxxx, XX 00000
(Xxxxxx County)
|
Xxxx Xxxx Boats, Inc.
0000 Xxxxxx Xx Xxxxx 000
Xxxxxxxxxx, XX 00000
Payment via Sublandlord:
North Keowee Land, LLC
0000 Xxxxxxxx Xx
Xxxxxx, XX 00000
Leasehold rights secured through Sub-Sublandlord:
Cobalt Boats of Atlanta, LLC
0000 Xxxxxxxx Xx
Xxxxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
Xxxx Xxxx Boats -
Retail sale of new boats near Dallas, Texas
pursuant to that Lease Agreement, dated October 30, 2011, subject to sublease, dated October 31, 2011, subject to sub-sublease, dated September 26, 2014
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
0000 X. Xxxxxxxx Xxx
Xxxxxxxxxx, XX 00000
(Xxxxxx County)
|
Xxxxx Enterprises, LLC
(Concessionaire to
Army Corps of Engineers)
0 Xxxxx Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
The Slalom Shop –
Retail sale of new boats near Dallas/Fort Worth, Texas
pursuant to that Consent to the Assignment of
the Sales, Lease, and Operating Agreement,
Pursuant to the Extension and Modification Agreement, dated December 1, 2018
|
|
0000 XXXX Xx.
Xxxxxxxx, XX 00000
(Xxxxxx County)
&
0000 Xxxxxxxx Xx.
Xxxxxxxx, XX 00000
(Xxxxxx County)
|
0000 XXXX Xxxxxxx, LP
X.X. Xxx 000
Xxxxxxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
Texas Marine (Seabrook/Clear Lake) –
pursuant to that Commercial Lease Agreement, dated December 10, 2007 as amended by the First Amendment to Lease dated November 30, 2015 as amended by the Second Amendment to Lease dated April 28,2017
|
|
0000 Xxxxxxxxxx 00 X.
Xxxxxxxx, XX 00000
(Jefferson County)
|
JHMH REALTY, LLC -
BEAUMONT SERIES
0000 Xxxxxxxxxx 00 X.
Xxxxxxxx, XX 00000
|
Improved
|
Showroom, sales offices, and service
|
Texas Marine (Beaumont) –
pursuant to that Commercial Lease Agreement, dated February 1, 2018
|
|
0000 Xxxxxxxxxx 00 X.
Xxxxxx, XX 00000
(Xxxxxxxxxx County)
&
000 Xxxxxx Xxxx
Xxxxxx, XX 00000
(Xxxxxxxxxx County)
|
JHMH REALTY, LLC -
CONROE SERIES
0000 Xxxxxxxxxx 00 X.
Xxxxxxxx, XX 00000
|
Improved
|
Showroom, sales offices, and service
|
Texas Marine (Conroe/Houston) –
pursuant to that Commercial Lease Agreement, dated February 1, 2018
|
|
0000 Xxxxxxxxxx 00 X.
Xxxxxx, XX 00000
(Xxxxxxxxxx County)
|
Xxx Xxxxxx
0000 Xxxxxxxx
Xxxxxxx, XX 00000
|
Un-improved
|
N/A
|
Texas Marine (Conroe/Houston) –
pursuant to that Commercial Lease Agreement, dated February 2, 2015
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
000 Xxxx Xxx Xx.
Xxxxxx, XX 00000
(Xxxxxxxxxx County)
|
Pine Ridge
Apartments, LLC
000 Xxxxxxxxx
Xxxxxx, XX 00000
|
Un-improved
|
N/A
|
Texas Marine (Conroe/Houston) –
pursuant to that Commercial Lease Agreement, dated February 1, 2018
|
|
00000 Xxxxxxxxxx 00 X.
Xxxxxx, XX 00000
(Xxxxxxxxxx County)
|
Sing Properties, LLC
0000 Xxxxxxxx Xx
Xxxxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
SMG Wake Houston –
Retail sale of new boats near Houston, Texas
pursuant to that Commercial Lease Agreement, dated July 24, 2014
|
|
000 X. Xxxxxxxxxx 00
Xxxxxx, XX 00000
(Xxxxxxxxxx County)
|
Gene & Xxxxx Xxxx
XX Xxx 0000
Xxxxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
SMG Texas Sport Boats –
Retail sale of new boats near Houston, Texas
pursuant to that Commercial Lease Agreement, dated October 13, 2016
|
|
000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
(Palo Pinto County)
|
Xxxxxx Properties, LLC
000 X. Xxxxx Xxxxx
Xxxxxxxxxx, XX 00000
|
Improved
|
Showroom & sales offices
|
The Slalom Shop –
Retail sale of new boats near Dallas/Fort Worth, Texas on Possum Kingdom Lake
|
|
0000 Xxx 00 Xxxx (Okaloosa County)
or
0000 Xxxxxxx 00 X. Xxxx Xxxxxx, XX 00000 (Okaloosa County)
&
0 Xxxx Xxxx
Xxxx Xxxxxx, XX 00000
(Okaloosa County)
|
OWM Xxxx Xxxxxx FL Landlord, LLC
c/o SunTrust Equity Funding, LLC
0000 Xxxxxxxxx Xxxx, XX, 00xx Floor
MC 3951
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
|
Improved
|
Sales offices, service and parts warehouse
|
Destin Marine Sunrise Marine’s service and retail sales of new and used boats in Destin, Florida
|
|
Complete Address
(including county)
|
Owner/Landlord’s Name
and Complete Address |
Whether Improved
or Un-
improved |
If
Improved,
Type
|
Use of Property
|
|
000 Xxxxx Xxxxxxx Xxx. Xxxxxxx Xxxxx, XX 00000
|
OWM Pompano Beach FL Landlord, LLC
c/o SunTrust Equity Funding, LLC
0000 Xxxxxxxxx Xxxx, XX, 00xx Floor
MC 3951
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
|
Improved
|
Sales offices, service and parts warehouse
|
Grande Yacht’s retail sales location in Pompano Beach, FL (former Top Notch location)
|
|
00000 Xxxxxxxx Xxx, Xxxxxxxxxx XX 00000
(Broward County)
000 Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000
(Monroe County)
|
OWM Islamorada FL Landlord, LLC
c/o SunTrust Equity Funding, LLC
0000 Xxxxxxxxx Xxxx, XX, 00xx Floor
MC 3951
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
|
Improved
|
Sales offices, services and parts warehouse
|
Caribee Boat Sales & Marina retail sales, storage and marina in Islamorada, FL
|
|
000 Xxxxx Xx. Xxxxxx, XX 00000
(Cherokee County)
|
OWM Canton GA Landlord, LLC
c/o SunTrust Equity Funding, LLC
0000 Xxxxxxxxx Xxxx, XX, 00xx Floor
MC 3951
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
|
Improved
|
Sales offices, services and parts warehouse
|
Xxxxxxxxx Marine Lake Allatoona retail sales, service & parts location
|
Schedule 4.13(b)
Real Estate Assets
The following is a list of all Real Estate Assets owned by Holdings and its Subsidiaries in fee-simple:
|
Complete Address
(including county)
|
Whether
Improved or Unimproved
|
If Improved, Type
of Improvements
|
Use of Property
|
Approximate
Value
|
|
00000 X. Xxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
(Xxx County)
|
Improved
|
Sales offices, service and parts warehouse
|
Marina Mike’s
retail sale of new boats in Fort Xxxxx, FL
|
$1,200,000
|
|
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
(Monroe County)
|
Improved
|
Marina apartments and other storage
|
Caribee Boat Sales & Marina storage and additional marina property
|
$1,897,000
|
The following is a list of all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof)
affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment:
|
Description of Instrument
|
Address of the
Subject Real Estate
(including county)
|
Lessor’s Name
and Authority
|
Lessee’s Name
|
effective
date
|
Termination
date
|
any
renewal
term or extension available
|
|
Lease Agreement, dated Aug. 1, 2014
(subject to its Addendum No. 1, dated July 1, 2015)
|
0000 Xxx 00 X.
Xxxx Xxxxxx, XX 00000
(Xxxxxxx County)
|
Legendary Marine
Alabama, LLC
(Owner & Landlord)
|
One Water Marine Holdings, LLC
(Tenant & Assignor)
|
10/01/2014
|
9/30/2029
|
NONE
|
|
Assignment and Assumption of Lease, dated October 1, 2014
|
SAME AS ABOVE
|
One Water Marine Holdings, LLC
(Assignor)
|
Legendary Assets & Operations, LLC
(Assignee)
|
SAME AS ABOVE
|
SAME AS ABOVE
|
SAME AS ABOVE
|
|
Lease Agreement, dated Nov. 1, 2016
|
00000 XX Xxx 00
Xxxxxx, XX 00000
(Xxxxxxx County)
|
A Proper Wash, LLC
(Owner & Landlord)
|
Legendary Assets & Operations, LLC
(Tenant)
|
11/01/2016
|
11/01/2021
|
two 5-year extensions
|
|
Lease Agreement, dated March 13, 2016
|
00000 Xxxxx Xxxx
Xxxxxx Xxxxx, XX 00000
(Xxxxxxx County)
|
Sportsman Marina, LP
(Owner and Landlord)
|
Legendary Assets & Operations, LLC
(Tenant)
|
03/13/2016
|
Month-to-month
|
NONE
|
|
Description of Instrument
|
Address of the
Subject Real Estate
(including county)
|
Lessor’s Name
and Authority
|
Lessee’s Name
|
effective
date
|
Termination
date
|
any
renewal
term or extension available
|
|
Commercial Lease Agreement, dated July 24, 2014
|
000 Xxxxxx Xxxxx Xxxxxx Xx.
Xxxxxxxx, XX 00000
(Coosa County)
|
WillAnn, LLC
(Owner and Lessor)
|
Xxxxxxxxx Assets & Operations, LLC
(Lessee)
|
08/01/2014
|
07/31/2029
|
NONE
|
|
Land and Building Lease Agreement, dated July 1, 2015
|
15904 Hwy 000-000 X.
Xxxxx Xxxxx, XX 00000
(Madison County)
|
Xxxxx XX
Properties, LLC
(Owner and Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
07/01/2015
|
06/30/2030
|
two 5-year extensions
|
|
Land and Building Lease Agreement, dated July 1, 2015
|
00000 Xxxxxxx 000 X.
Xxxxxxxx, XX 00000
(Shelby County)
|
Rambo BHM
Properties, LLC
(Owner and Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
07/01/2015
|
06/30/2030
|
two 5-year extensions
|
|
Land and Building Lease Agreement, dated August 1, 2015
|
One Acre adjacent to:
00000 Xxxxxxx 000 X.
Xxxxxxxx, XX 00000
(Shelby County)
|
Rambo BHM
Properties, LLC
(Owner and Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
07/01/2015
|
06/30/2030
|
two 5-year extensions
|
|
Commercial Lease Agreement, dated July 24, 2014
|
0000 Xxxxxxx 00 X.
Xxxxxxxxx, XX 00000
(Tallapoosa County)
|
WillAnn, LLC
(Owner and Lessor)
|
Xxxxxxxxx Assets & Operations, LLC
(Lessee)
|
08/01/2014
|
07/31/2029
|
NONE
|
|
Real Property Lease Agreement, dated March 16, 2017
|
0000 Xxxxxxx 00 X.
Xxxxxxxxx, XX 00000
(Tallapoosa County)
|
Xxxx Xxxxxx, Inc.
(Owner and Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
03/16/2017
|
03/16/2019
|
one 2-year extension
|
|
Lease Agreement and Option to Purchase, dated April 1, 2017
|
0000 Xxxxxx Xx.
Xxxxxx Xxxx, XX 00000
(Bay County)
|
0000 Xxxxxx
Xxxxx, LLC
(Owner and Landlord)
|
Legendary Assets & Operations, LLC
(Tenant)
|
04/01/2017
|
3/31/2032
|
two 5-year extensions
|
|
Lease Agreement and Option to Purchase, dated April 1, 2017
|
0000 Xxxxxx Xx.
Xxxxxx Xxxx, XX 00000
(Bay County)
|
0000 Xxxxxx
Xxxxx, LLC
(Owner and Landlord)
|
Legendary Assets & Operations, LLC
(Tenant)
|
04/01/2017
|
04/01/2032
|
two 5-year extensions
|
|
Amendment to April 1, 2017 Lease, dated July 1, 2017
|
SAME AS ABOVE
|
SAME AS ABOVE
|
SAME AS ABOVE
|
07/01/2017
|
04/01/2032
|
SAME AS ABOVE
|
|
Triple Net Lease Agreement, dated February 1, 2016
|
000 X. Xxxxxxx Xxx
Xxxxxxx Xxxxx, XX 00000
(Broward County)
|
LAC Marine Corp.
(Owner and Landlord)
|
One Water Marine Holdings, LLC
(Tenant)
|
02/01/2016
|
01/31/2026
|
one 5-year renewal option
|
|
Triple Net Lease Agreement, dated February 1, 2016
|
0000 Xxxxxxxxx 00xx Xx.
Xxxxxxx Xxxxx, XX 00000
(Broward County)
|
MMJC Realty, LLC
(Owner and Landlord)
|
One Water Marine Holdings, LLC
(Tenant)
|
02/01/2016
|
01/31/2026
|
one 5-year renewal option
|
|
Commercial Lease Agreement, dated November 14, 2014
|
0000 Xxxxxxx Xxxx
Xxxx Xxxxxxxxxx, XX 00000
(Broward County)
|
0000 Xxxxxxx
Xxxx, LLC
(Owner and Landlord)
|
Sundance Lauderdale
Realty, Inc.
(Tenant)
|
01/01/2015
|
12/31/2017
|
no extension
|
|
Description of Instrument
|
Address of the
Subject Real Estate
(including county)
|
Lessor’s Name
and Authority
|
Lessee’s Name
|
effective
date
|
Termination
date
|
any
renewal
term or extension available
|
|
Addendum to 11/14/2014 Lease, dated February 1, 2016
|
SAME AS ABOVE
|
SAME AS ABOVE
|
SAME AS ABOVE
|
Term extension
|
12/01/2019
|
no additional extensions
|
|
Amendment to November 14, 2014 Lease, dated January 1, 2018
|
SAME AS ABOVE
|
SAME AS ABOVE
|
SAME AS ABOVE
|
01/01/2018
|
12/01/2019
|
no additional extensions
|
|
Lease, dated March 1, 2017
|
801 & 000 XX Xxxxx Xx.
Xxxxx Xxxxx, XX 00000
(Broward County)
|
Harbour Xxxxx Xxxxxx, LLC (Owner)
&
Westrec
Investors, Inc.
(Landlord)
|
Midwest Assets & Operations, LLC
(Tenant)
|
03/01/2017
|
02/29/2020
|
one 3-year extension
|
|
Lease Agreement, dated February 1, 2019
|
0000 X. Xxxxxxx Xxx.
Xxxxxxxxxx Xx, XX 00000
(Broward County)
|
OBYS Holdings, LLC
(Owner and Landlord)
|
South Florida Assets & Operations, LLC
(Tenant)
|
02/01/2019
|
01/31/2034
|
two 5-year renewal options
|
|
Lease Agreement, dated October 13, 2016
|
00 X Xxxxxxx Xxxx.
Xxxxxxxxx, XX 00000
(Escambia County)
|
Xxxxxx Xxxxxxxxx, Trustee of the Xxxxxxx Xxxxxx Xxxxxxxxx Rev. Mgmt. Trust
(Owner)
84 W. Airport, LLC
(Prime Landlord)
|
LMIP Holding, LLC
(Lessee/Assignor)
|
10/01/2016
|
09/30/2021
|
one 5-year renewal option
|
|
Assignment, Assumption & Landlord Consent, dated October 1, 2016
|
SAME AS ABOVE
|
LMIP
Holding, LLC
(Assignor)
84 W. Airport, LLC
(Prime Landlord)
|
Legendary Assets & Operations, LLC
(Assignee)
|
10/01/2016
|
09/30/2021
|
one 5-year renewal option
|
|
Lease Agreement, dated August 1, 2017
|
000 X. Xxxxxxx Xx.
Xxxxxxxxx, XX 00000
(Escambia County)
|
Day Break Marina, Inc.
|
Legendary Assets & Operations, LLC
|
08/01/2018
|
08/31/2019
|
Annual
|
|
Lease Agreement, dated June 15, 2017
|
00000 Xxxx Xxxxx Xx.
Xxxx X0-0
Xx. Xxxxx, XX 00000
(Xxx County)
|
Ozinus Pine
Ridge, LLC
|
Legendary Assets & Operations, LLC
|
07/15/2017
|
06/30/2019
|
NONE
|
|
Triple Net Lease Agreement, dated February 1, 2016
|
0000 XX Xxxxxx Xxxxx Xx.
Xxxxxx Xxxxx, XX 00000
&
0000 XX Xxxxxx Xxxxx Xx.
Xxxxxx Xxxxx, XX 00000
(Xxxxxx County)
|
Sundance Marine Dixie, Inc.
(Owner and Landlord of 3301 Indian River)
&
Indian River Drive, Inc.
(Owner and Landlord of 3321 Indian River)
|
One Water Marine Holdings, LLC
(Tenant)
|
02/01/2016
|
01/31/2026
|
one 5-year renewal option
|
|
Description of Instrument
|
Address of the
Subject Real Estate
(including county)
|
Lessor’s Name
and Authority
|
Lessee’s Name
|
effective
date
|
Termination
date
|
any
renewal
term or extension available
|
|
Lease Agreement, dated February 1, 2019
|
000 X.X. Xxxxxxx Xxx.
Xxxxxx, XX 00000
(Xxxxxx County)
|
DB South Florida Properties, LLC
(Owner & Landlord)
|
South Florida Assets & Operations, LLC
(Tenant)
|
02/01/2019
|
01/31/2034
|
two 5-year renewal options
|
|
Lease Agreement, dated June 10, 2016
|
0000 XX 0xx Xxxxxx
Xxxxx, XX 00000
(Miami-Dade County)
|
Ibanez Investment Group, Inc.
(Owner & Landlord)
|
South Florida Assets & Operations, LLC
|
08/1/2016
|
07/1/2021
|
NONE
|
|
Slip Rental Agreement
(4 slips)
|
0000 XX 000xx Xxxxxx
Xxxxxxxx, XX 00000
(Miami-Dade County)
|
AMP IV - Hidden Harbour, LLC
(Landlord)
|
South Florida Assets & Operations, LLC
(Tenant)
|
04/01/2019
|
03/31/2020
|
NONE
|
|
Lease Agreement, dated September 9, 2017
|
0000 X. Xxxxxxxx Xx.
Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
(Miami-Dade County)
|
Aligned Bayshore Marina, LLC
(Owner)
&
Prime Marina
Group, LLC
(Landlord)
|
Lab Marine, Inc.
d/b/a Grande Yachts International
(Tenant)
|
09/01/2017
|
07/31/2022
|
NONE
|
|
Assignment of Tenant Lease, dated September 9, 2017
|
SAME AS ABOVE
|
Lab Marine, Inc.
d/b/a Grande Yachts International
(Assignor)
|
Midwest Assets & Operations, LLC
(Assignee)
|
SAME AS ABOVE
|
SAME AS ABOVE
|
SAME AS ABOVE
|
|
Lease Agreement, dated November 1, 2016
|
00000 Xxxxxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
(Miami-Dade County)
|
Haulover Marine Center, LLC
|
South Florida Assets & Operations, LLC
|
11/01/2016
|
Month-to-month
|
NONE
|
|
Lease Agreement, dated October 1, 2014
|
4601 Legendary Marina Dr.
Xxxxxx, XX 00000
(Okaloosa County)
|
LYC Destin, LLC
(Owner and Landlord)
|
One Water Marine Holdings, LLC
(Tenant)
|
10/01/2014
|
10/31/2029
|
NONE
|
|
Assignment and Assumption of Lease, dated October 1, 2014
|
SAME AS ABOVE
|
One Water Marine Holdings, LLC
(Assignor)
|
Legendary Assets & Operations, LLC
(Assignee)
|
SAME AS ABOVE
|
SAME AS ABOVE
|
SAME AS ABOVE
|
|
Lease Agreement, dated September 7, 2017
|
0000 Xxxxxxxxx Xx.
Xxxxxxx Xxxxx, XX 00000
(Palm Beach County)
|
Riviera Beach
SMI, LLC
(Owner and Landlord)
|
South Florida Assets & Operations, LLC
(Tenant)
|
02/01/2019
|
08/31/2019
|
one 3-year renewal options
|
|
Slip Rental Agreement
(2 slips and 1 parking space)
|
000 Xxxx Xxxxx Xxxxx, Xxxx Xxxx, XX 00000
(Palm Beach County)
|
Town of Lake Park
(Owner and Landlord)
|
South Florida Assets & Operations, LLC
(Tenant)
|
04/01/2019
|
03/31/2020
|
NONE
|
|
Lease Agreement, dated May 17, 2017
|
0000 X. Xxx X0X
Xxxxxxx, XX 00000
(Palm Beach County)
|
Jupiter Inlet
Marina, LLC
(Owner and Landlord)
|
Midwest Assets & Operations, LLC
(Tenant)
|
04/01/2017
|
30-day notice
|
NONE
|
|
Description of Instrument
|
Address of the
Subject Real Estate
(including county)
|
Lessor’s Name
and Authority
|
Lessee’s Name
|
effective
date
|
Termination
date
|
any
renewal
term or extension available
|
|
Lease Agreement, dated March 3, 2016
|
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000
(Xxxxxx County)
|
Sandestin
Investments, LLC
(Owner)
c/o Sandestin
Real Estate
(Landlord)
|
Legendary Assets & Operations, LLC
(Tenant)
|
03/14/2016
|
03/13/2021
|
one 5-year renewal
|
|
Lease Agreement, dated October 13, 2014
|
0000 Xxxx Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
(Xxxxxx County)
|
Boats with Gusto, LLC
(Owner & Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
10/13/2014
|
01/30/2022
|
No extension
|
|
Commercial Lease Agreement, dated July 24, 2014
|
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
(Hall County)
|
AnnWill, LLC
(Owner & Lessor)
|
Xxxxxxxxx Assets & Operations, LLC
(Lessee)
|
08/01/2014
|
07/31/2029
|
NONE
|
|
Lease Agreement, dated August 8, 2014
|
adjacent to preceding prop.
0 XxXxxx Xxxx
Xxxxxx, XX 00000
(Hall County)
|
CBD Investments, LLC
(Owner & Landlord)
|
Cobalt Boats of Atlanta, LLC
(Tenant)
|
08/11/2014
|
8/11/2017
|
NONE
|
|
Assignment, Assumption & Landlord Consent, dated October 1, 2014
|
SAME AS ABOVE
|
Cobalt Boats of Atlanta, LLC
(Assignor)
|
Xxxxxxxxx Assets & Operations, LLC
Assignee
|
SAME
|
SAME
|
NONE
|
|
Lease Agreement, dated January 25, 2010
|
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
(Hall County)
|
PS Marinas I, LP
c/o Westrec Marina Management, Inc.
(Master Landlord) -
the property is owned by the U.S. Army Corp of Engineers
|
Blue Creek Marina, LLC
(Assignee & Tenant)
|
04/01/2017
|
12/31/2020
|
NONE
|
|
First Amendment to Lease dated February 1, 2016
|
SAME AS ABOVE
|
SAME AS ABOVE
|
SAME AS ABOVE
|
05/31/2012
|
10/01/2016
|
NONE
|
|
Second Amendment to Lease dated January 25, 2010
|
SAME AS ABOVE
|
SAME AS ABOVE
|
SAME AS ABOVE
|
07/24/2015
|
10/01/2026
|
NONE
|
|
3rd Amendment to 01/25/2010 Lease, dated April 15, 2013
|
SAME AS ABOVE
|
SAME AS ABOVE
|
SAME AS ABOVE
|
No change to dates. Permits SMG to install and operate a cable system at the marina.
|
|
Description of Instrument
|
Address of the
Subject Real Estate
(including county)
|
Lessor’s Name
and Authority
|
Lessee’s Name
|
effective
date
|
Termination
date
|
any
renewal
term or extension available
|
|
4th Amendment to 01/25/2010 Lease, dated July 24, 2015
|
SAME AS ABOVE
|
SAME AS ABOVE
|
SAME AS ABOVE
|
Extension of Term
|
10/01/2026
|
NONE
|
|
Assignment, Assumption & Landlord Consent, dated January 25, 2010
|
SAME AS ABOVE
|
Blue Creek Marina, LLC
Assignor
|
Xxxxxxxxx Assets & Operations, LLC
Assignee
|
SAME
|
SAME
|
NONE
|
|
Lease Agreement, dated January 25, 2010
|
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
(Hall County)
Corporate office space
|
PS Marinas I, LP
c/o Westrec Marina Management, Inc.
(Master Landlord) -
the property is owned by the U.S. Army Corp of Engineers
|
Xxxxxxxxx Assets & Operations, LLC
(Assignee & Tenant)
|
04/01/2017
|
12/31/2020
|
NONE
|
|
Lease Agreement, dated July 1, 2016
|
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
(Hall County)
Lazy Dayz
|
Holiday Marina, LLC
c/o Westrec Marina Management, Inc.
(Master Landlord) -
the property is owned by the U.S. Army Corp of Engineers
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
07/01/2016
|
10/01/2026
|
NONE
|
|
Commercial Lease Agreement, dated July 24, 2014
|
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
(Hall County)
|
Xxxxx X. Xxxxxxxxx, LLC
(Owner & Lessor)
|
Xxxxxxxxx Assets & Operations, LLC
(Lessee)
|
08/01/2014
|
07/31/2029
|
NONE
|
|
Commercial Lease Agreement, dated July 24, 2014
|
0000 Xxxxxxxxx Xx.
Xxxxxx, XX 00000
(Hall County)
|
Blue Creek Marina, LLC
(Owner & Lessor)
|
Xxxxxxxxx Assets & Operations, LLC
(Lessee)
|
08/01/2014
|
07/31/2029
|
NONE
|
|
Lease Agreement, dated March 31, 2015
|
0000 Xxxxxx Xxxxxxx Xxxx
Xxxxxx, XX 00000
(Hall County)
|
Xxxxxxxx & Xxxxxx Xxxxxx
(Owner & Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
03/31/2015
|
03/31/2020
|
one 5-year renewal
|
|
Commercial Lease Agreement, dated May 1, 2015
|
00 Xxxxxxxx Xxxxx Xx.
Xxxxxxx, XX 00000
(Xxxxxx County)
|
Sing Properties, LLC
(Owner & Lessor)
|
Xxxxxxxxx Assets & Operations, LLC
(Lessee)
|
05/01/2015
|
05/01/2025
|
NONE
|
|
Lease Agreement, dated June 1, 2016
|
0000 X. Xxxxxxx 00
Xxxxxxxx, XX 00000
(Pulaski County)
|
Xxxxx X. Xxxxxxxx,
Xxxx X. Xxxxxxxx, and
Xxxxx X. Xxxxxxxx, Xx.
(Owner & Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
06/01/2016
|
06/01/2031
|
two 5-year extensions
|
|
Description of Instrument
|
Address of the
Subject Real Estate
(including county)
|
Lessor’s Name
and Authority
|
Lessee’s Name
|
effective
date
|
Termination
date
|
any
renewal
term or extension available
|
|
Lease Agreement, dated June 1, 2016
|
0000 X. Xxxxxxx 00
Xxxxxxxx, XX 00000
(Pulaski County)
|
Xxxxx X. Xxxxxxxx,
Xxxx X. Xxxxxxxx
(Owner & Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
06/01/2016
|
06/01/2031
|
two 5-year extensions
|
|
Lease Agreement, dated March 1, 2017
|
000 Xxxxxxxxxx Xxxxx Xx.
Xxxxxxxxxxx, XX 00000
(Queen Anne’s)
|
GYI, LLC
(Owner & Landlord)
|
Midwest Assets & Operations, LLC
(Tenant)
|
03/01/2017
|
03/31/2032
|
two 5-year extensions
|
|
Lease for Commercial Office Space at Bay Bridge Marina, dated May 1, 2015
|
000 Xxxx Xxx Xx.
Xxxxxxxxxxxx, XX 00000
(Queen Anne’s)
|
Great American Life Ins. Co. (Owner)
&
Brothers Prop. Mgmt.
(Landlord)
|
Midwest Assets & Operations, LLC
(Tenant)
|
05/01/2015
|
4/30/2016
|
NONE
|
|
First Amendment to Lease for Commercial Office Space at Bay Bridge Marina, dated February 1, 2016
|
SAME AS ABOVE
|
SAME AS ABOVE
|
Midwest Assets & Operations, LLC.
|
05/01/2016
|
4/30/2017
|
NONE
|
|
Second Amendment to Lease for Commercial Office Space at Bay Bridge Marina, dated March 1, 2017
|
SAME AS ABOVE
|
SAME AS ABOVE
|
Midwest Assets & Operations, LLC
(Tenant)
|
05/01/2017
|
04/30/2022
|
NONE
|
|
Lease Agreement, dated June 1, 2018
|
000 Xxxxxxxx Xx.
Xxxxxxx, XX 00000
(Barnstable County)
0 Xxxxxxxx Xx.
Xxxxxxx, XX 00000
(Barnstable County)
00 Xxxxxxx Xx.
Xxxxxxx, XX 00000
(Barnstable County)
|
T & C NOMINEE TRUST u/d/t dated September 22, 2010
(Owner & Landlord)
|
Bosun’s Assets & Operations, LLC
(Tenant)
|
06/01/2018
|
05/31/2028
|
two 5-year extensions
|
|
Lease Agreement, dated June 1, 2018
|
000 Xxxxxxx Xx.
Xxxxxxx, XX 00000
(Essex County)
&
000 Xxxxxxx Xx.
Xxxxxxx, XX 00000
(Essex County)
|
BOSUN’S NEWBURY NOMINEE TRUST u/d/t dated
August 2, 2006
(Owner & Landlord)
|
Bosun’s Assets & Operations, LLC
(Tenant)
|
06/01/2018
|
05/31/2028
|
two 5-year extensions
|
|
Lease Agreement, dated June 1, 2018
|
0000 X. Xxxxxxxx Xxx.
Xxxx Xxxxxxxx, XX 00000
(Barnstable County)
|
R & G REALTY TRUST u/d/t dated December 6, 2011
(Owner & Landlord)
|
Bosun’s Assets & Operations, LLC
(Tenant)
|
06/01/2018
|
05/31/2028
|
two 5-year extensions
|
|
Description of Instrument
|
Address of the
Subject Real Estate
(including county)
|
Lessor’s Name
and Authority
|
Lessee’s Name
|
effective
date
|
Termination
date
|
any
renewal
term or extension available
|
|
Slip Rental Agreement, dated June 1, 2018
|
00 Xxxx Xxxx Xxxxx
Xxxxxxx, XX 00000
(Barnstable County)
|
SHOESTRING BAY NOMINEE TRUST u/d/t dated December 12, 2001
(Owner & Landlord)
|
Bosun’s Assets & Operations, LLC
(Tenant)
|
06/01/2018
|
10/31/2018
|
NONE
|
|
Dockage Application and License Agreement
|
0 Xxxx 0 00xx Xx.
Xxxxxx, XX 00000
(Suffolk County)
|
Charlestown
Marina, LLC
(Owner & Landlord)
|
Bosun’s
Marine, Inc.
(Tenant)
|
05/01/2018
|
10/31/2018
|
NONE
|
|
Assignment,
dated June 1, 2018
|
SAME
|
Bosun’s
Marine, Inc.
(Assignor)
|
Bosun’s Assets & Operations, LLC
(Assignee)
|
06/01/2018
|
SAME
|
SAME
|
|
2018 Summer Inquiry/Reservation dated Oct. 24, 2007
|
00 Xxxxx Xx.
Xxxxx, XX 00000
(Essex County)
|
SHM Hawthorne Cove, LLC
(Owner & Landlord)
|
Bosun’s
Marine, Inc.
(Tenant)
|
05/01/2018
|
11/15/2018
|
NONE
|
|
Assignment,
dated June 1, 2018
|
SAME
|
Bosun’s
Marine, Inc.
(Assignor)
|
Bosun’s Assets & Operations, LLC
(Assignee)
|
06/01/2018
|
SAME
|
SAME
|
|
2018 Slip Agreement dated January 15, 2018
|
00 Xxxxx Xxxxxx Xx.
Xxxx Xxxxxxxx, XX 00000
(Barnstable County)
|
Green Pond Marina Associates, Inc.
(Landlord)
Hoboken, LLC
(Owner)
|
Bosun’s
Marine, Inc.
(Tenant)
|
05/01/2018
|
10/31/2018
|
NONE
|
|
Assignment,
dated June 1, 2018
|
SAME
|
Bosun’s
Marine, Inc.
(Assignor)
|
Bosun’s Assets & Operations, LLC
(Assignee)
|
06/01/2018
|
SAME
|
SAME
|
|
Lease of Land, dated Jan. 1, 2012
|
000 Xxxx Xxxxxxxx Xxx.
Xxxx Xxxxxxxx, XX 00000
(Barnstable County)
|
The Cinroc, LLC
(Landlord)
Xxxxxxx X. Xxxxxxxxx, Trustee of the Cinroc Realty Trust
(Owner)
|
Bosun’s
Marine, Inc.
(Tenant)
|
01/01/2012
|
12/31/2015
|
two 3-year extensions
|
|
Assignment,
dated June 1, 2018
|
SAME
|
Bosun’s
Marine, Inc.
(Assignor)
|
Bosun’s Assets & Operations, LLC
(Assignee)
|
06/01/2018
|
SAME
|
SAME
|
|
Lease Agreement, dated March 1, 2018
|
0 Xxxxx Xx.
Xxx Xxxxxxxx, XX 00000
(Westchester)
|
Xxxxxxxx
Enterprises, Inc.
(Owner & Landlord)
|
Midwest Assets & Operations, LLC
(Tenant)
|
03/01/2018
|
02/28/2019
|
NONE
|
|
Description of Instrument
|
Address of the
Subject Real Estate
(including county)
|
Lessor’s Name
and Authority
|
Lessee’s Name
|
effective
date
|
Termination
date
|
any
renewal
term or extension available
|
|
Commercial Lease Agreement, dated April 1, 2017
|
1322 & 0000 Xxxxxx Xx.
Xxxxxxxxxx, XX 00000
(New Hanover)
|
Xxxxxxx’x Landing Association, Inc.
(Owner)
&
Xxxxxxx’x
Landing, LLC
(Landlord)
|
Midwest Assets & Operations, LLC
(Tenant)
|
04/01/2017
|
03/31/2022
|
NONE
|
|
Lease Agreement dated August 1, 2017
|
0000 Xxxxxxx Xxxxxxx
Xxxxx, XX 00000
(Erie County)
|
Three SeaSons Partners, LLC
(Owner and Landlord)
|
South Shore
Lake Erie Assets & Operations, LLC
(Tenant)
|
08/01/2017
|
07/31/2032
|
two 5-year extensions
|
|
Lease Agreement, dated June 1, 2017
|
0000 Xxxxxxx Xxxx
Xxxxx, XX 00000
(Erie County)
|
Al Sentzel
(Owner and Landlord)
|
South Shore
Lake Erie Assets & Operations, LLC
(Tenant)
|
06/01/2017
|
06/01/2018
|
NONE
|
|
Business Property Lease, dated October 1, 2017
|
0000 X. Xxxxxx Xxxx
Xxxx Xxxxxxx, XX 00000
(Ottawa County)
|
Xxxxx Crest
Investors, LTD
(Owner and Landlord)
|
South Shore
Lake Erie Assets & Operations, LLC
(Tenant)
|
10/01/2017
|
9/30/2018
|
one 12-month extension
|
|
Summer Dock Agreement dated August 1,2017
|
000 Xxxxx Xxxxxx
X.X. Xxx 000
Xxxxx, XX 00000
(Erie County)
|
Huron Yacht
Club, Inc.
(Owner and Landlord)
|
South Shore
Lake Erie Assets & Operations, LLC
(Tenant)
|
08/01/2017
|
08/01/2018
|
NONE
|
|
SonRise Summer Dockage Agreement dated October 15, 2016
|
0000 Xxxxx Xxxxxx
Xxxxxxxx, XX 00000
(Erie County)
|
Hoty Marine
Group, LLC
d/b/a SonRise Marina
(Owner and Landlord)
|
South Shore
Lake Erie Assets & Operations, LLC
(Tenant)
|
10/01/2016
|
08/01/2018
|
NONE
|
|
Lease Agreement, dated April 1, 2018
|
0000 Xxxxx Xxxxx 000 X.
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxx Xxxxx 000
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxx Xxxxx 000
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxx Xxxxx 000
Xxxxxxxx, XX 00000
(Xxxxx County)
&
|
REBO, Inc.
(Owner and Landlord)
|
Midwest Assets & Operations, LLC
(Tenant)
|
04/01/2018
|
03/31/2033
|
two 5-year extensions
|
|
Description of Instrument
|
Address of the
Subject Real Estate
(including county)
|
Lessor’s Name
and Authority
|
Lessee’s Name
|
effective
date
|
Termination
date
|
any
renewal
term or extension available
|
|
0000 Xxxxx Xxxxx 000 X.
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxx Xx.
Xxxxxxxx, XX 00000
(Xxxxx County)
&
Xxxxxxxx Xx.
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
(Xxxxx County)
&
0000 Xxxxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
(Xxxxx County)
&
000 Xxxxxxxxxx Xxx.
Xxxxxxxx Xxxxx, XX 00000
(Xxxxx County)
&
000 Xxxxxxxxxx Xxx.
Xxxxxxxx Xxxxx, XX 00000
(Xxxxx County)
|
||||||
|
Lease Agreement, dated May 18, 2017
|
000 Xxxx Xx.
Xxxxxxxx Xxxxx, XX 00000
(Xxxxx County)
|
Xxxxx X. Xxxx
(Owner & Landlord)
|
Rebo, Inc.
(Tenant)
|
05/01/2017
|
04/30/2022
|
one 5-year extensions
|
|
Assignment, Assumption & Landlord Consent, dated April 1, 2018
|
SAME AS ABOVE
|
Rebo, Inc.
(Assignor)
|
Midwest Assets & Operations, LLC
(Assignee)
|
SAME
|
SAME
|
SAME
|
|
Lease Agreement, dated July 22, 0000
|
00000 Xxxxxxxx Xx. 87
Buildings 1, 2, 6 & 7
Xxxxxxxx, XX 00000
(Xxxxx County)
|
TRD Leasing, LLC
(Landlord)
00-00 X 0xx
Xxxxxx, LLC
(Owner of Xxxx. 0&0)
Xxxxxxxx Xxxx 00
Development II, LLC
(Owner of Bldg. 6&7)
|
Rebo, Inc.
(Tenant)
|
09/10/2017
|
09/1/2018
|
four 1-year extensions
|
|
Description of Instrument
|
Address of the
Subject Real Estate
(including county)
|
Lessor’s Name
and Authority
|
Lessee’s Name
|
effective
date
|
Termination
date
|
any
renewal
term or extension available
|
|
Assignment, Assumption & Landlord Consent, dated April 1, 2018
|
SAME AS ABOVE
|
Rebo, Inc.
(Assignor)
|
Midwest Assets & Operations, LLC
(Assignee)
|
SAME
|
SAME
|
SAME
|
|
Office Lease Agreement, dated April 1, 2017
|
00 Xxxxxxxx Xx.
Xxxxxxxxxx, XX 00000
(Charleston County)
|
AMH-Xxxxxx
Xxxxxx, LLC
(Owner & Landlord)
|
Midwest Assets & Operations, LLC
(Tenant)
|
04/01/2017
|
03/30/2018
|
two 24-month extensions
|
|
Lease Agreement, dated February 27, 2019
|
00 Xxxxxxxx Xxxxx Xx.
Xx. Xxxxxxxx, XX 00000
(Charleston County)
|
Patriots Point
Development Authority
(Owner)
Brothers Property Management Corp. d/b/a Charleston Harbor Resort & Marina at Patriot’s Point
(Landlord)
|
Midwest Assets & Operations, LLC
(Tenant)
|
03/01/2019
|
02/28/2020
|
NONE
|
|
2019 Charleston Harbor Resort & Marina License Agreement for Dockage, dated February 26, 2019
(50’ Dock Slip)
|
00 Xxxxxxxx Xxxxx Xx.
Xx. Xxxxxxxx, XX 00000
(Charleston County)
|
Patriots Point
Development Authority
(Owner)
Brothers Property Management Corp. d/b/a Charleston Harbor Resort & Marina at Patriot’s Point
(Landlord)
|
Midwest Assets & Operations, LLC
(Tenant)
|
03/01/2019
|
02/28/2020
|
NONE
|
|
2019 Charleston Harbor Resort & Marina License Agreement for Dockage, dated March 19, 2019
(50’ Dock Slip)
|
00 Xxxxxxxx Xxxxx Xx.
Xx. Xxxxxxxx, XX 00000
(Charleston County)
|
Patriots Point
Development Authority
(Owner)
Brothers Property Management Corp. d/b/a Charleston Harbor Resort & Marina at Patriot’s Point
(Landlord)
|
Midwest Assets & Operations, LLC
(Tenant)
|
04/01/2019
|
03/31/2020
|
NONE
|
|
2019 Charleston Harbor Resort & Marina License Agreement for Dockage, dated March 19, 2019
(40’ Dock Slip)
|
00 Xxxxxxxx Xxxxx Xx.
Xx. Xxxxxxxx, XX 00000
(Charleston County)
|
Patriots Point
Development Authority
(Owner)
|
Midwest Assets & Operations, LLC
(Tenant)
|
04/01/2019
|
03/31/2020
|
NONE
|
|
Description of Instrument
|
Address of the
Subject Real Estate
(including county)
|
Lessor’s Name
and Authority
|
Lessee’s Name
|
effective
date
|
Termination
date
|
any
renewal
term or extension available
|
|
Brothers Property Management Corp. d/b/a Charleston Harbor Resort & Marina at Patriot’s Point
(Landlord)
|
||||||
|
Lease Agreement, dated June 1, 2015
|
0000 Xxxxxxx 000
Xxxxxxxxx, XX 00000
(Lexington County)
|
A & M
Properties, LLC
(Owner & Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
06/01/2015
|
06/01/2030
|
two 5-year extensions
|
|
Lease Agreement, dated January 1, 2018
|
0000 Xxxxxxx 000
Xxxxxxxxx, XX 00000
(Lexington County)
|
“Xxxxx X. Xxxxxxx Rev. Trust, dated 11/27/13
Xxxxxxx X. Xxxxxxx Trust, dated 11/27/13”
(Owner & Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
01/01/2018
|
12/31/2020
|
NONE
|
|
Commercial Lease Agreement, dated July 24, 2014
|
00000 Xxxxx Xxxxxxx 00
Xxxxx, XX 00000
(Oconee County)
|
North Keowee Land, LLC
(Owner & Lessor)
|
Xxxxxxxxx Assets & Operations, LLC
(Lessee)
|
08/01/2014
|
07/31/2029
|
NONE
|
|
Lease Agreement, June 13, 2013
|
152 & 000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
(Xxxxxxx County)
|
The Cliffs Club
at Keowee
Vineyards, LLC
(Owner & Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
04/01/2013
|
10/31/2015
|
one 1-year extension
|
|
Lease Agreement, dated February 1, 2019
|
00000 Xxxxx Xxxxx Xxxx
Xxxx, XX 00000
(Richland County)
|
Xxxxxxx Brothers, LLC
(Owner & Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
02/01/2019
|
01/312029
|
two 5-year extensions
|
|
Lease Agreement, dated October 30, 2011
|
0000 X. Xxxxxxxx Xxx
Xxxxxxxxxx, XX 00000
(Xxxxxx County)
|
Xxxx Xxxx Boats, Inc.
(Owner & Landlord)
|
North Keowee Land, LLC
(Tenant)
|
10/30/2011
|
11/30/2021
|
two 5-year extensions
|
|
Sublease Agreement, dated October 31, 2011
|
SAME AS ABOVE
|
North Keowee
Land, LLC
(Leaseholder &
Sublandlord)
|
Cobalt Boats of Atlanta, LLC
(Subtenant)
|
10/31/2011
|
11/30/2021
|
two 5-year extensions
|
|
Lease, dated April 27, 2000
|
0000 X. Xxxxxxxx Xxx
Xxxxxxxxxx, XX 00000
(Xxxxxx County)
|
U.S. Army Corps of Engineers
(Owner)
|
City of Lewisville
(Prime Landlord)
|
04/15/2000
|
04/14/2025
|
NONE
|
|
Concession Agreement, dated December 11, 2000
|
SAME AS ABOVE
|
City of Lewisville
(Prime Landlord)
|
L.J.H. Corporation
(Concessionaire)
|
12/11/2000
|
SAME
|
NONE
|
|
Lease Agreement, dated October 2, 2000
|
SAME AS ABOVE
|
L.J.H. Corporation
(Concessionaire)
|
Xxxxx Enterprises, Inc.
(Sublandlord)
|
04/15/2000
|
SAME
|
NONE
|
|
Description of Instrument
|
Address of the
Subject Real Estate
(including county)
|
Lessor’s Name
and Authority
|
Lessee’s Name
|
effective
date
|
Termination
date
|
any
renewal
term or extension available
|
|
Extension and Modification Agreement, dated November 14, 2000
(original - Sales, Lease and Operating Agreement, dated December 14, 1994)
|
SAME AS ABOVE
|
Xxxxx
Enterprises, Inc.
(Sublandlord)
|
The Slalom Shop, Inc.
(Sub-Sublandlord)
|
04/15/2000
|
SAME
|
NONE
|
|
Commercial Real Property Sublease, dated December 14, 2018
|
SAME AS ABOVE
|
The Slalom
Shop, Inc.
(Sub-Sublandlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
12/01/2018
|
SAME
|
NONE
|
|
Commercial Lease Agreement, dated December 10, 2007
|
0000 XXXX Xx.
Xxxxxxxx, XX 00000
0000 Xxxxxxxx Xx.
Xxxxxxxx, XX 00000
(Xxxxxx County)
|
0000 XXXX Xxxxxxx, LP
(Owner & Landlord)
|
Texas Marine & Brokerage, Inc.
(Tenant)
|
02/01/2008
|
01/31/2013
|
two 2-year extensions
|
|
First Amendment to Lease Agreement, dated December 10, 2007
|
SAME AS ABOVE
|
SAME AS ABOVE
|
SAME AS ABOVE.
|
11/30/2015
|
01/31/2018
|
two 2-year extensions
|
|
Second Amendment to Lease Agreement, dated December 10, 2007
|
SAME AS ABOVE
|
SAME AS ABOVE
|
SAME AS ABOVE
|
05/28/2017
|
01/31/2020
|
two 2-year extensions
|
|
Assignment, Assumption & Landlord Consent, dated December 10, 2007
|
SAME AS ABOVE
|
Texas Marine & Brokerage, Inc (Assignor)
|
Xxxxxxxxx Assets & Operations, LLC
(Assignee)
|
SAME
|
SAME
|
two 2-year extensions
|
|
Lease Agreement, dated February 01, 2018
|
0000 Xxxxxxxxxx 00 X.
Xxxxxxxx, XX 00000
(Jefferson County)
|
JHMH REALTY, LLC - BEAUMONT SERIES
(Owner & Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
02/01/2018
|
01/31/2033
|
two 5-year extensions
|
|
Commercial Lease Agreement, dated July 24, 2014
|
00000 Xxxxxxxxxx 00 X.
Xxxxxx, XX 00000
(Xxxxxxxxxx County)
|
Sing Properties, LLC
(Owner & Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
08/01/2014
|
07/31/2029
|
NONE
|
|
Description of Instrument
|
Address of the
Subject Real Estate
(including county)
|
Lessor’s Name
and Authority
|
Lessee’s Name
|
effective
date
|
Termination
date
|
any
renewal
term or extension available
|
|
Commercial Lease Agreement, dated October 13, 2016
|
000 X. Xxxxxxxxxx 00
Xxxxxx, XX 00000
(Xxxxxxxxxx County)
|
Gene & Xxxxx Xxxx
(Owner & Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
11/01/2016
|
11/30/2022
|
one 5-year extensions
|
|
Commercial Lease Agreement, dated February 1, 2018
|
0000 Xxxxxxxxxx 00 X.
Xxxxxx, XX 00000 &
000 Xxxxxx Xxxx Xxxxxx, XX 00000
(Xxxxxxxxxx County)
|
JHMH REALTY, LLC - CONROE SERIES
(Owner & Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
02/01/2018
|
01/31/2033
|
two 5-year extensions
|
|
Commercial Lease Agreement, dated February 2, 2015
|
0000 Xxxxxxxxxx 00 X.
Xxxxxx, XX 00000
(Xxxxxxxxxx County)
|
Xxx Xxxxxx
(Owner & Landlord)
|
Texas Marine of Houston, Inc.
(Tenant)
|
04/01/2015
|
03/31/2020
|
NONE
|
|
Assignment, Assumption & Landlord Consent, dated February 2, 2015
|
SAME AS ABOVE
|
Texas Marine of Houston, Inc
(Assignor)
|
Xxxxxxxxx Assets & Operations, LLC
(Assignee)
|
SAME
|
SAME
|
NONE
|
|
Commercial Lease Agreement, dated February 1, 2018
|
000 Xxxx Xxx Xx.
Xxxxxx, XX 00000
(Xxxxxxxxxx County)
|
Pine Ridge Apartments, LLC
(Owner & Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
02/01/2018
|
10/01/2022
|
NONE
|
|
Commercial Real Property Lease, dated December 14, 2018
|
000 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
(Palo Pinto County)
|
Xxxxxx
Properties, LLC
(Owner & Landlord)
|
Xxxxxxxxx Assets & Operations, LLC
(Tenant)
|
12/01/2018
|
12/01/2033
|
two 5-year extensions
|
|
Lease Agreement, dated August 2, 2019
|
1460 Hwy 98 West (Okaloosa County)
or
0000 Xxxxxxx 00 X. Xxxx Xxxxxx, XX 00000 (Okaloosa County)
&
0 Xxxx Xxxx
Xxxx Xxxxxx, XX 00000
(Okaloosa County)
|
OWM Xxxx Xxxxxx FL Landlord, LLC (Owner & Landlord)
|
Legendary Assets & Operations, LLC (Tenant)
|
08/2/2019
|
08/2/2024
|
Four 5-year extensions
|
|
Lease Agreement, dated August 2, 2019
|
000 Xxxxx Xxxxxxx Xxx. Xxxxxxx Xxxxx, XX 00000
|
OWM Pompano Beach FL Landlord, LLC
|
Midwest Assets & Operations, LLC (Tenant)
|
08/2/2019
|
08/2/2024
|
Four 5-year extensions
|
|
Lease Agreement, dated August 2, 2019
|
000 Xxxxx Xx. Xxxxxx, XX 00000
|
OWM Canton GA Landlord, LLC
|
Xxxxxxxxx Assets & Operations, LLC (Tenant)
|
08/2/2019
|
08/2/2024
|
Four 5-year extensions
|
|
Lease Agreement, dated August 2, 2019
|
00000 Xxxxxxxx Xxx. Xxxxxxxxxx, XX 00000
000 Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000
|
OWM Islamorada FL Landlord, LLC
|
South Florida Assets & Operations, LLC (Tenant)
|
08/2/2019
|
08/2/2024
|
Four 5-year extensions
|
Each agreement listed herein above is in full force and effect and the Credit Parties do not have Knowledge of any default that has occurred and is continuing thereunder, and each such agreement
constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors’ rights generally or by equitable principles.
Schedule 5.17
Post-Closing Matters
| 1. |
Xxxxxxx Real Estate Matters. On or prior to October 31, 2019 (or such later date as agreed upon by Agent in its sole discretion), the
Credit Parties shall deliver any and all real estate items previously requested or required to be delivered pursuant to Section 1(e) of the Limited Consent and Eleventh Amendment to Credit and Guaranty Agreement dated as of February
15, 2019 (the “Xxxxxxx Consent”), Section 5.11 of the Credit Agreement and Section 5.16 of the Credit Agreement, in each case, that were not delivered at or prior to the Proposed Acquisition
Date (as defined in the Xxxxxxx Consent) including, without limitation, (i) recorded copies of the limited warranty deed and the deed to secure debt, together with all other documents and fees required by Chicago Title Insurance
Company to issue owner’s and loan polices of title insurance and (ii) a new or updated survey sufficient to cause Chicago Title Insurance Company to issue new policies, or endorsements to existing policies providing for extended
coverage and removal of the survey exception, in the case of each clause (i) and clause (ii), satisfactory to Agent.
|
| 2. |
Ocean Blue Real Estate Matters. On or prior to October 31, 2019 (or such later date as agreed upon by Agent in its sole discretion),
the Credit Parties shall deliver any and all real estate items previously requested or required to be delivered pursuant to Section 1(f) of the Limited Consent and Twelfth Amendment to Credit and Guaranty Agreement dated as of
February 28, 2019 (the “Ocean Blue Consent”), Section 5.11 of the Credit Agreement and Section 5.16 of the Credit Agreement, in each case, that were not delivered at or prior to the Proposed
Acquisition Date (as defined in the Ocean Blue Consent) including, without limitation, (i) recorded copies of the limited warranty deed and the deed to secure debt, together with all other documents and fees required by Chicago
Title Insurance Company to issue owner’s and loan polices of title insurance and (ii) a new or updated survey sufficient to cause Chicago Title Insurance Company to issue new policies, or endorsements to existing policies providing
for extended coverage and removal of the survey exception, in the case of each clause (i) and clause (ii), satisfactory to Agent.
|
| 3. |
Other Outstanding Real Estate Matters. On or prior to October 31, 2019 (or such later date as agreed upon by Agent in its sole
discretion), the Credit Parties shall delivery any and all real estate items previously requested or required to be delivered pursuant to Section 5.11, Section 5.16 and Section 5.17 of the Credit Agreement or under any other
relevant provision of any other Credit Document, in each case, that were not delivered at or prior to the date hereof.
|
