Exhibit 10.22
THIRD AMENDMENT TO PLEDGE
AGREEMENT
THIS THIRD AMENDMENT TO PLEDGE
AGREEMENT, dated as of November 16, 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 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. The
Pledgor’s obligations under the Term Loan 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 and that
certain Second Amendment to Pledge Agreement, dated as of
September 28, 2007, 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, Bank, Fountain
Dealers’ Factory Super Store, Inc., a North Carolina
corporation (“ Super Store ”), and the Parent
have entered into a Dealer Floor Plan and Security Agreement, dated
September 28, 2007 (the “ Floor Plan Agreement
”), pursuant to which Bank made available to Super Store made
available to Powerboats a revolving line of credit in the principal
amount of $5,000,000 (the “ Floor Plan Loan ”).
Super Store’s obligations under the Floor Plan Agreement are
secured by, among other things, the Pledge Agreement
C. Powerboats has requested that the
credit facilities provided by the Bank be amended pursuant to a
First Amended and Restated Loan Agreement, dated of even date
herewith (as amended, modified, restated or supplemented from time
to time, the “ Amended Loan Agreement ”), by and
among Powerboats, Bank, Pledgor, and Super Store, pursuant to which
Bank makes available to Powerboats (i) a term loan in the
principal amount of $14,500,000 and (ii) a revolving line of
credit in the maximum principal amount of $2,000,000 ((i) and
(ii) collectively, the “ Amended Loan
”).
D. In order to induce Bank to extend
the Amended 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 Amended Loan
Agreement and the other Loan Doc
