Exhibit 10.21
SECOND AMENDMENT TO PLEDGE
AGREEMENT
THIS SECOND AMENDMENT TO PLEDGE
AGREEMENT, dated as of September 28, 2007 (this “
Amendment ”), is made by and between FOUNTAIN
POWERBOAT INDUSTRIES, INC., a Nevada corporation with its principal
office at 1653 Whichard’s Beach Road, Washington, North
Carolina 27889 (the “ Pledgor ”), and REGIONS
BANK, an Alabama chartered bank with offices in Charlotte, North
Carolina (the “ Bank ”).
BACKGROUND
STATEMENT
A. Bank, Pledgor, and Fountain
Powerboats, Inc., a North Carolina corporation (“
Powerboats ”) are parties to (i) a Loan Agreement
(the “ Term Loan Agreement ”), dated as of
September 19, 2005, pursuant to which Bank made available to
Powerboats a term loan in the principal amount of $16,500,000, and
(ii) a Loan Agreement (the “ Credit Line Loan
Agreement ”), dated as of July 12, 2006, pursuant to
which Bank made available to Powerboats a non-revolving line of
credit in the maximum principal amount of $5,000,000. The
Bank’s obligations under each of the Term Loan Agreement and
Credit Line Agreement are secured by, among other things, a Pledge
Agreement, dated as of September 19, 2005, from Pledgor to
Bank, as amended by that certain First Amendment to Pledge
Agreement, dated as of July 12, 2006, among Powerboats,
Pledgor and Bank (as further amended by this Amendment, and
hereafter amended, modified, restated, supplemented, extended or
renewed from time to time, the “ Pledge Agreement
”). Except as otherwise provided herein, capitalized terms
used herein without definition shall have the meanings ascribed to
them in the Pledge Agreement.
B. Powerboats has paid in full all
obligations to Bank under the Credit Line Loan Agreement, and the
Credit Line Loan Agreement has been terminated.
C. Fountain Dealers’ Factory
Super Store, Inc., a North Carolina corporation (“ Super
Store ”), has requested a revolving line of credit from
Bank to finance its inventory of new and used vessels, watercraft,
boats and boat motors. Pursuant to Super Store’s request,
Powerboats, Bank, Super Store, and the Pledgor have entered into a
Dealer Floor Plan and Security Agreement, dated of even date
herewith (the “ Floor Plan Agreement ”),
pursuant to which Bank made available to Super Store a revolving
line of credit in the principal amount of $5,000,000 (the “
Floor Plan Loan ”).
D. In order to induce Bank to extend
the Floor Plan Loan, and for other good and valuable consideration,
the sufficiency of which is hereby acknowledged, Pledgor and Bank
have agreed to amend the Pledge Agreement pursuant to this
Amendment to secure the payment and performance of obligations of
arising under the Floor Plan Agreement and the other Credit
Documents (as defined in the Floor Plan Agreement).
STATEMENT OF
AGREEMENT
NOW, THEREFORE, in consideration of
the foregoing, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Pledgor and the Bank, for themselves, their successors and assigns,
hereby agree as follows:
ARTICLE I
AMENDMENTS
1.1 New Defined Terms . The
following defined terms are hereby added to Section 1.1 of the
Pledge
