Business Financing Agreement

1.

DEFINITIONS

1.1

Special Definitions . The following terms will have the following meanings in this Agreement:

2.

CREDIT FACILITY/INTEREST RATES/FEES

2.1

Accounts Receivable Facility .

A.

Subject to the terms of this Agreement, CDF agrees to provide to Borrower an Accounts Receivable Facility of ONE HUNDRED MILLION DOLLARS ($100,000,000) or ONE HUNDRED TWENTY MILLION DOLLARS ($120,000,000), during seasonal Uplift Periods, as described below.

B.

The amount of credit available under the Accounts Receivable Facility is subject to the Borrowing Base, along with a temporary overadvance facility provided by CDF pursuant to the following conditions:

2.1.1

Interest . Borrower agrees to pay interest to CDF each month in arrears for the interest accrued in the prior calendar month. Interest will be computed as follows:

2.1.2

Fees . There will be an Unused Line fee applicable to the Accounts Receivable Facility as set forth below as well as the audit fees set forth in Sections 3.12.

2.1.3

Maximum Interest . CDF intends to strictly conform to the usury laws governing this Agreement. Regardless of any provision contained herein or in any other document, CDF shall never be deemed to have contracted for, charged or be entitled to receive, collect or apply as interest any amount in excess of the maximum amount allowed by applicable law. If CDF ever receives any amount which, if considered to be interest, would exceed the maximum amount permitted by law, CDF will apply such excess amount to the reduction of the unpaid principal balance which Borrower owes, and then will pay any remaining excess to Borrower. In determining whether the interest paid or payable exceeds the highest lawful rate, Borrower and CDF shall, to the maximum extent permitted under applicable law: (a) characterize any non-principal payment (other than payments which are expressly designated as interest payments hereunder) as an expense or fee rather than as interest; (b) exclude voluntary pre-payments and the effect thereof; and (c) spread the total amount of interest throughout the entire

term of this Agreement so that the interest rate is uniform throughout such term. CDF agrees to provide notice to Borrower of any such modifications or recharacterizations of interest.

2.2

Payments . Any payment under this Agreement which would otherwise be due on a day which is not a Business Day, shall be due on the next succeeding Business Day, with such extension of time included in any calculation of applicable finance charges.

2.2.1

Billing Statement . CDF will transmit or otherwise send Borrower a monthly billing statement identifying all charges due on Borrower’s account with CDF. The charges specified on each billing statement will generally be due and payable in full on the due date specified therein, and shall be considered an account stated (i.e. an agreed upon amount no longer subject to dispute) unless Borrower disputes any such statement as follows. In the event that Borrower disputes any of the charges listed thereon, Borrower must send a written objection to any disputed amounts within fifteen (15) days after the billing statement was received by Borrower. If CDF does not receive payment of all charges accrued to Borrower’s account with CDF during the immediately preceding month by the 25th day of the next month, Borrower will (to the extent allowed by law) pay CDF a late fee equal to the greater of $5 or 5% of the amount of such charges (payment of such fee does not waive the default caused by the late payment), provided, however, no late fee or other penalty shall apply to any amounts in dispute. Borrower shall pay CDF its customary charge for any check or other item which is returned unpaid to CDF and for each ACH (as defined below) debit rejected by Borrower’s bank. CDF may, upon notice to Borrower, adjust the billing statement at any time to conform to applicable law and this Agreement. Borrower waives the right to direct the application of any payments hereafter received by CDF on account of the Obligations. CDF will have the continuing exclusive right to apply and reapply any and all such payments in such manner as CDF may deem advisable notwithstanding any entry by CDF upon its books and records.

2.3

One Loan . CDF may combine all of CDF’s advances to Borrower (or on Borrower’s behalf), under this Agreement together with all finance charges, fees and expenses related thereto, to make one debt owed by Borrower.

3.

ACCOUNTS RECEIVABLE FACILITY - ADDITIONAL PROVISIONS

3.1

Reports . Borrower will provide CDF with periodic reports as set forth on Exhibit A hereto.

3.2

Available Credit . On receipt of each funding request from Borrower (in the form of Exhibit B attached hereto), CDF will provide an advance to Borrower in the amount requested by Borrower, but subject to the amount of credit then available under the Accounts Receivable Facility as described in Section 2.1), less the amount of Borrower’s outstanding principal loan balance on such day (such amount being referred to as the “Available Credit”). Assuming there is Available Credit, funding requests received by CDF from Borrower by 11:00 AM Central time on a Business Day will be funded that same Business Day and funding requests received by CDF from Borrower after 11:00 AM Central time on a Business Day will be funded the next Business Day. If, for any reason, Borrower’s outstanding loans under the Accounts Receivable Facility shall at any time exceed Borrower’s Available Credit, Borrower will immediately repay to CDF the amount of such excess. CDF is not required to make any new loans if Borrower is in Default.

3.3

Ineligible Accounts . CDF will have the sole right to determine eligibility of Accounts and, without limiting CDF’s discretion in that regard, the following Accounts will be deemed ineligible: (a) Accounts unpaid more than sixty (60) days from the due date of invoice; (b) Accounts with payment terms in excess of 360 days; (c) Accounts which are originated with COD or cash in advance terms; (d) Accounts which represent an obligation which is created in settlement or compromise of a prior amount due or a disputed amount; (e) Accounts which are due from an account debtor who is subject to any bankruptcy, insolvency, receivership or similar proceeding; (f) all Accounts of any obligor if fifty percent (50%) or more of the aggregate outstanding balance of such obligor’s Accounts are unpaid for more than sixty (60) days from the due date of invoice; (g) Accounts for which the obligor is an officer, director, shareholder, partner, member, owner, employee, agent, parent, subsidiary, affiliate of with the exception of Cummins MerCruiser Diesel Marine LLC., or is related to Borrower or has common shareholders, officers, directors, owners, partners or members with Borrower; (h) consignment sales; (i) Accounts for which the payment is or may be conditional; (j) Accounts for which the obligor is not a commercial or institutional entity or is not a resident of the United States; (k) Accounts with respect to which any warranty or representation provided in Subsection 3.4 or Subsection 5.1 is not true and correct; (l) Accounts which represent goods or services purchased for a personal, family or household purpose; (m) Accounts which represent goods used for demonstration purposes or loaned by the Borrower to another party; (n) Accounts which are progress payment, barter, or contra accounts; (o) Accounts in which any Department, agency or instrumentality of the United States Government is an obligor in the event the total of all such Accounts exceeds five million dollars ($5,000,000), unless the provisions of the Federal Assignment of Claims Act have been satisfactorily complied with; (p) any amounts representing service charges or interest with respect to Accounts; (q) Accounts in which CDF does not have a perfected, first security interest therein; and (r) any and all other Accounts which CDF reasonably deems to be ineligible. If CDF determines that any Account is or becomes an ineligible Account, immediately upon notice thereof from CDF, Borrower will pay to CDF an amount equal to the monies loaned by CDF for such ineligible Account.

3.4

Warranties and Representations . For each Account which Borrower lists on any Schedule, Borrower warrants and represents to CDF, to the best of Borrower’s information and belief, that at all times: (a) such Account is genuine; (b) such Account is not evidenced by a judgment or promissory note or similar instrument or agreement; (c) it represents an undisputed bona fide transaction completed in accordance with the terms of the invoices and purchase orders relating thereto; (d) the goods sold or services rendered which resulted in the creation of such Account have been delivered or rendered to and accepted by the obligor; (e) the amounts shown on the Schedules, Borrower’s books and records and all invoices and statements delivered to CDF with respect thereto are owing to Borrower and are not contingent; (f) no payments have been or will be made thereon except payments turned over to CDF; (g) there are no offsets, counterclaims or disputes existing or asserted with respect thereto and Borrower has not made any agreement with any obligor for any deduction or discount of the sum payable thereunder except regular discounts allowed by Borrower in the ordinary course of its business for prompt payment which have been disclosed to CDF; (h) there are no facts or events which in any way impair the validity or enforceability thereof or reduce the amount payable thereunder from the amount shown on the Schedules, Borrower’s books and records and the invoices and statements delivered to CDF with respect thereto; (i) all persons acting on behalf of obligors thereon have the authority to bind the obligor; (j) the goods

sold or transferred giving rise thereto were not, immediately prior to such sale or transfer, subject to any lien, claim, encumbrance or security interest which is superior to that of CDF other than liens in favor of Borrower’s lenders under the Credit Agreement (as defined in Section 5.2.2 herein); and (k) there has been no material adverse change in the obligor’s financial condition since the creation of the Account, and there are no proceedings or actions known to Borrower which are threatened or pending against any obligor thereon which might result in any material adverse change in such obligor’s financial condition.

3.5

Notes . Loans made pursuant to this Agreement need not be evidenced by promissory notes unless otherwise required by CDF in CDF’s sole discretion.

3.6

Certain Charges . Borrower will reimburse CDF for all charges made by banks, including charges for collection of checks and other items of payment. If Borrower disputes any such charges, it must send a written dispute to CDF within fifteen (15) days of receiving the reimbursement request.

3.7

Collections . Unless otherwise directed by CDF, to expedite collection of Accounts for the benefit of CDF, Borrower shall notify all of its obligors to make payment of the Accounts to one or more lock-boxes under the sole control of CDF. The lock-box, and all accounts into which the proceeds of any such lock-box(es) are deposited, shall be established at banks selected by the Borrower and satisfactory to CDF in its sole discretion. Borrower shall issue to any such banks an irrevocable letter of instruction, in form and substance acceptable to CDF, directing such banks to deposit all payments or other remittances received in the lock-box to such account or accounts as CDF shall direct, for application against the outstanding balance of the Obligations. All funds deposited in the lock-box or any such account immediately shall become the property of CDF, and any disbursements of the proceeds in the lock-box or any such account will only be made to CDF. Borrower shall obtain the agreement of such banks to waive any setoff rights against the funds so deposited and otherwise establish CDF’s control thereof as a secured party under the Uniform Commercial Code. CDF assumes no responsibility for such lock-box arrangement, including, without limitation, any claim of accord and satisfaction or release with respect to deposits which any banks accept thereunder. All remittances which Borrower receives in payment of any Accounts, and the proceeds of any of the other Collateral, shall be: (i) kept separate and apart from Borrower’s own funds so that they are capable of identification as CDF’s property; (ii) held by Borrower as trustee of an express trust for CDF’s benefit; and (iii) shall be immediately deposited in such accounts designated by CDF. All proceeds received or collected by CDF with respect to Accounts, and reserves and other property of Borrower in possession of CDF at any time or times hereafter, may be held by CDF without interest to Borrower until all Obligations are paid in full or applied by CDF on account of the Obligations. CDF shall release to Borrower such portions of such reserves and proceeds as CDF determines do not relate to Accounts as soon as practicable, but in any event no later than one (1) Business Day after discovering any overpayment. In addition, if Borrower becomes aware that funds unrelated to Accounts were deposited in the lock-box(es), Borrower may submit a refund request identifying such sums Borrower believes did not relate to Accounts. CDF will (i) review the request, and (ii) if CDF reasonably determines that such sums did not relate to the Accounts, and if there is availability under the Borrowing Base at such time, then CDF shall return the funds the same Business Day, if possible, but in any event no later than the next Business Day. Upon the occurrence and during the continuance of a Default, CDF may notify the obligors that the Accounts have been assigned

to CDF, collect the Accounts directly in its own name and charge the collection costs and expenses, including attorneys’ fees, to Borrower. CDF has no duty to protect, insure, collect or realize upon the Accounts to preserve rights in them.

3.7.1

Temporary Use of BAC Lockbox . Until Borrower is able to establish a lock-box to fulfill the Obligations under this Agreement, (Borrower shall use best efforts to establish such Lock-box account no later than August 31, 2009) Borrower and CDF agree to use one or more lock-box accounts currently controlled by Brunswick Acceptance Company (“BAC”). CDF will obtain a Blocked Account Agreement from BAC providing Borrower full access and control to the lock box(es) identified for such use.

3.8

Collection Days . All payments and all amounts received on any Account will be credited by CDF to Borrower’s account (subject to final collection thereof by CDF in its account, which shall be determined in accordance with the schedule set forth in the following sentence). Such funds shall be credited against Borrower’s outstanding principal loan balance (i) on the same Business Day as received if sent by wire transfer, (ii) one Business Day after receipt if sent by ACH, or (iii) two Business Days after received if paid by check. CDF will recognize and credit any payments made by check, ACH, federal wire, or other means, according to its payment recognition policies from time to time in effect, or as otherwise agreed. Information regarding CDF payment recognition policies is available from Borrower’s CDF representative, the CDF website, or will be communicated to Borrower.

3.9

Power of Attorney . Borrower authorizes CDF (whether or not Default has occurred) to, upon notice to Borrower: (a) file financing statements describing CDF as “Secured Party,” Borrower as “Debtor” and indicating the Collateral; (b) authenticate, execute or endorse the name of Borrower upon any of the items of payment or proceeds and deposit the same in the account of CDF for application to the Obligations; (c) use the name of Borrower on notices or communications with account debtors to verify the accuracy of the Accounts; (d) sign the name of Borrower on any document or instrument that CDF shall deem necessary or appropriate to perfect and maintain perfected the security interests in the Collateral under this Agreement and the Other Agreements; (e) supply any omitted information and correct errors in any documents between CDF and Borrower; and (f) initiate and resolve any insurance claim and endorse Borrower’s name on any check, instrument or other item of payment. In the event of a Default, Borrower authorizes CDF to: (i) demand payment, enforce payment and otherwise exercise all of Borrower’s rights, and remedies with respect to the collection of any Accounts; (ii) settle, adjust, compromise, extend or renew any Accounts; (iii) settle, adjust or compromise any legal proceedings brought to collect any Accounts; (iv) sell or assign any Accounts upon such terms, for such amounts and at such time or times as CDF may deem advisable; (v) discharge and release any Accounts; (vi) prepare, file and sign Borrower’s name on any Proof of Claim in Bankruptcy or similar document against any obligor; (vii) authenticate, execute or endorse the name of Borrower upon any chattel paper, document, instrument, invoice, freight bill, bill of lading or similar document or agreement relating to any Account or goods pertaining thereto; and (viii) take control in any manner of any item of payments or proceeds and for such purpose to notify the Postal Authorities to change the address for delivery of mail addressed to Borrower to such address as CDF may designate. This power of attorney and the other powers of attorney granted herein are irrevocable and coupled with an interest.