THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF MAY 28, EACH HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE...Security Agreement • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • Illinois
THIS SECURITY AGREEMENT (this “Agreement”) dated as of May 28, 2008 is between BAJA BY FOUNTAIN, INC., a North Carolina corporation (“Company”), and BAJA MARINE CORPORATION, a Delaware corporation (“Baja”).
THIRD OMNIBUS AMENDMENT AND AGREEMENTOmnibus Amendment and Agreement • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • Illinois
This Omnibus Amendment and Agreement (this “Amendment”) is made and entered into as of this 28th day of May, 2008, by and among Brunswick Corporation, a Delaware corporation (“Brunswick”), Fountain Powerboat Industries, Inc., a Nevada corporation (“FPII”), Fountain Powerboats, Inc., a North Carolina corporation (the “Company”), and Reginald M. Fountain, Jr. (“RMF”).
BAJA ENGINE SUPPLY AGREEMENTBaja Engine Supply Agreement • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing
This Agreement, dated as of May 28, 2008, is entered into among Baja By Fountain, Inc., a North Carolina corporation (“Company”), and the Mercury Marine division of Brunswick Corporation, a Delaware corporation ( “Mercury”).
ASSET PURCHASE AGREEMENT Dated as of May 28, 2008 Between BAJA MARINE CORPORATION, BRUNSWICK CORPORATION, BAJA BY FOUNTAIN, INC. and FOUNTAIN POWERBOAT INDUSTRIES, INC.Asset Purchase Agreement • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • Illinois
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 28, 2008, between Baja Marine Corporation, a Delaware corporation (“Seller”), Brunswick Corporation, a Delaware corporation (“Brunswick”), Baja By Fountain, Inc., a North Carolina corporation (“Buyer”) and Fountain Powerboat Industries, Inc., a Nevada corporation (“Parent”).
SUBORDINATION AGREEMENTSubordination Agreement • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina
This SUBORDINATION AGREEMENT (this “Agreement”), dated as of May 28, 2008, is by and between BAJA MARINE CORPORATION, a Delaware corporation (“Subordinated Creditor”), and REGIONS BANK, an Alabama chartered bank, in its capacity as Lender (“Lender”).
SECURITY AGREEMENTSecurity Agreement • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing • North Carolina
THIS SECURITY AGREEMENT, dated as of May 28, 2008 (“Agreement”), is made by BAJA BY FOUNTAIN, INC., a North Carolina corporation (the “Pledgor”), in favor of REGIONS BANK, an Alabama chartered bank with offices in Charlotte, North Carolina (the “Bank”). Except as otherwise provided herein, capitalized terms used herein without definition shall have the meanings given to them in the Loan Agreement and the Floor Plan referred to below.
GUARANTY AGREEMENTGuaranty Agreement • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of May 28, 2008, by the undersigned (hereinafter referred to as the “Guarantor”), to and for the benefit of REGIONS BANK, a Alabama chartered bank (the “Bank”).
THE OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF MAY 28,Secured Subordinated Promissory Note • June 3rd, 2008 • Fountain Powerboat Industries Inc • Ship & boat building & repairing
This Note is issued pursuant to the Asset Purchase Agreement, dated as of May 28, 2008, among the Company and Baja (the “Asset Purchase Agreement”). The obligations of the Company under this Note are guaranteed by Fountain Powerboat Industries, Inc., a Nevada corporation (“Guarantor”), which owns all the capital stock of the Company. Capitalized terms used but not defined herein have the respective meanings set forth in the Baja Engine Supply Agreement (the “Baja Engine Supply Agreement”) dated the date hereof among Guarantor, the Company and Mercury Marine, a Division of Brunswick Corporation (“Mercury”), unless otherwise noted.
