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EXHIBIT 10.5
NATIONSBANK
NATIONSBANK, N.A.
FIRST AMENDMENT TO AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT
among
OUTBOARD MARINE CORPORATION,
OMC ALUMINUM BOAT GROUP, INC.,
OMC FISHING BOAT GROUP, INC.,
OMC LATIN AMERICA/CARIBBEAN, INC.,
and
RECREATIONAL BOAT GROUP LIMITED PARTNERSHIP
as Borrowers and Guarantors,
and
OMC RECREATIONAL BOAT GROUP, INC.,
and
(AND THE OTHER BORROWERS AND/OR GUARANTORS, IF ANY,
FROM TIME TO TIME PARTY HERETO),
NATIONSBANK, N.A.,
as Agent and a Lender,
(AND THE OTHER LENDERS, IF ANY, FROM TIME TO TIME PARTY HERETO),
as Lenders
Dated effective as of May 21, 1998
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FIRST AMENDMENT TO AMENDED AND
RESTATED LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT ("Amendment"), dated effective as of May 21, 1998, is executed and
entered into by and among OUTBOARD MARINE CORPORATION, a Delaware corporation
("OMC"), OMC ALUMINUM BOAT GROUP, INC., a Delaware corporation OMC FISHING BOAT
GROUP, INC., a Delaware corporation, OMC LATIN AMERICA/CARIBBEAN, INC., a
Delaware corporation, RECREATIONAL BOAT GROUP LIMITED PARTNERSHIP, a Delaware
limited partnership, OMC RECREATIONAL BOAT GROUP, INC., a Delaware corporation
(collectively all of the "Loan Parties," as of the effective date hereof, under
the Amended and Restated Loan and Security Agreement referenced under the
Recitals hereinbelow; herein called the "Loan Parties"), each of the lending
institutions signatory hereto (collectively all of the "Lenders," as of the
effective date hereof, under the Amended and Restated Loan and Security
Agreement referenced under the Recitals hereinbelow; herein called the
"Lenders") and NATIONSBANK, N.A., a national banking association and successor
in interest by merger to NationsBank of Texas, N.A., in its capacity as agent
for itself and the other Lenders (in such capacity, together with its successors
and assigns in such capacity, herein called "Agent").
RECITALS:
A. The Loan Parties, the Lenders and Agent are parties to the certain
Amended and Restated Loan and Security Agreement dated effective as of January
6, 1998 (hereinafter called the "Agreement").
B. The Loan Parties, the Lenders and Agent have agreed to amend the
Agreement as provided hereinbelow.
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:
ARTICLE 1
Definitions
Section 1.1 Definitions. Unless otherwise defined in this Amendment,
each capitalized term used in this Amendment, shall have the same meaning given
to such term in the Agreement, as amended by this Amendment.
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ARTICLE 2
Amendments
Section 2.1 Addition of Definitions to Article 1 of the Agreement.
Effective as of the date hereof, Article 1 of the Agreement is hereby amended by
adding thereto in alphabetical order the following definitions to read in their
entirety as follows:
"Depositary Agreement" means the certain Depositary Agreement
dated as of the Notes Closing Date, among OMC, State Street Bank and
Trust Company, (acting in its separate capacities as Trustee and as
depositary agent), and Agent, as the same may be amended, extended or
otherwise modified from time to time with the prior written consent of
Agent.
"Indenture" means that certain Indenture among OMC, ABG, FBG,
GP, LAC, RBG and State Street Bank and Trust Company pursuant to which
OMC shall issue the Senior Notes on the Notes Closing Note.
"Notes Closing Date" means the date, which date shall not be
later than June 15, 1998, on which the Indenture is executed and
delivered by the parties thereto and the Senior Notes are issued in
accordance with the terms thereof.
"Senior Notes" means the Senior Notes due 2008 issued by OMC
in an aggregate amount not exceeding $160,000,000, issued pursuant to
the terms of the Indenture.
Section 2.2 Amendment to Definitions in Article 1 of the Agreement.
Effective as of the date hereof, the following definitions in Article 1 of the
Agreement are hereby amended and restated in their entirety to read as follows:
"Applicable Margin" means, for the period from the Agreement
Date through the end of the fiscal quarter of OMC in which Agent
receives OMC's financial statements dated September 30, 1998, pursuant
to Section 11.1(a), two percent (2.0%) with respect to Eurodollar Loans
and one-half percent (0.5%) with respect to Base Rate Loans, subject to
adjustment from time to time thereafter to the percentage specified for
each Type of Loan, corresponding to the Leverage Ratio, as set forth
below, respectively:
Leverage Ratio Eurodollar Loans Base Rate Loans
-------------- ---------------- ---------------
Greater than or equal to 4.0 to 1.0 2.00% 0.50%
Less than 4.0 to 1.0 but greater than or 1.75% 0.00%
equal to 3.0 to 1.0
Less than 3.0 to 1.0 1.25% 0.00%
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provided, that notwithstanding the forgoing, with respect to the
amount, if any, of Loans at any time funded and outstanding in excess
of the aggregate amount determined under paragraph (b) of the
definition of "Borrowing Base" without giving effect to subparagraph
(vii) thereof, "Applicable Margin" means two and one half percent
(2.50%) with respect to Eurodollar Loans and one percent (1.00%) with
respect to Base Rate Loans. For the purpose of determining the
Applicable Margin, OMC's Leverage Ratio shall be determined based upon
OMC's Consolidated financial statements for the months of March, June,
September and December delivered to Agent as required by Section 11.1,
and any resulting change, if any, in the Applicable Margin, shall
become effective (i) as to Base Rate Loans, as of the first day of the
calendar month following the month in which such financial statements
are delivered to Agent and (ii) as to Eurodollar Loans, as of the date
(on or after the effective date as referenced in clause (i) preceding)
when any such Eurodollar Loan is made, Continued or Converted, as the
case may be.
"Borrowing Base" means, at any time, an amount equal to the
lesser of:
(a) the maximum principal amount of the Revolving
Credit Facility, minus the sum of
(i) the Letter of Credit Reserve, plus
(ii) the Reserve, or
(b) an amount equal to the sum of
(i) 85% (or such lesser percentage as Agent
may determine pursuant to Section 2.5)
of the face value of Eligible
Receivables that are determined by Agent
in its discretion to be Qualified L/C
Supported Receivables at such time, plus
(ii) 85% (or such lesser percentage as Agent
may determine pursuant to Section 2.5)
of the face value of Eligible
Receivables that are determined by Agent
in its discretion to be Qualified
Guaranteed Receivables at such time,
plus
(iii) 85% (or such lesser percentage as Agent
may determine pursuant to Section 2.5)
of the face value of Eligible Domestic
Receivables (other than Qualified L/C
Supported Receivables or Qualified
Guaranteed Receivables) at such time,
plus
(iv) 75% (or such lesser percentage as Agent
may determine pursuant to Section 2.5)
of the Dollar Equivalent face value of
Eligible Foreign Receivables (other than
Qualified L/C Supported Receivables or
Qualified Guaranteed Receivables) at
such time,
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plus
(v) the lesser of
(A) 60% with respect to Eligible
Domestic Inventory and 50% with
respect to Eligible Foreign
Inventory (or such lesser percentage
as Agent may determine pursuant to
Section 2.5) of the lesser of cost
determined on a FIFO (or
first-in-first-out) accounting basis
or fair market value of such
Eligible Inventory, as applicable,
net of the Loan Parties' reserve for
obsolescence (if any), at such time,
plus, during the period of January
1, through April 30, 35% (or such
lesser percentage as Agent may in
its discretion determine from time
to time) of the lesser of cost
determined on a FIFO (or
first-in-first-out) accounting basis
or fair market value of Eligible
Work-In-Process Inventory, net of
the Loan Parties' reserve for
obsolescence (if any), at such time
or
(B) $75,000,000, minus
(vi) the Letter of Credit Reserve; plus
(vii) provided that the representations of
Borrowers under Section 7.1(z) are and
remain true and correct, during any single
period commencing during any calendar
year, determined as provided hereinbelow
(herein called a "Designated Period"),
$30,000,000 at any time during the period
from the Agreement Date through December
30, 1998, $20,000,000 at any time during
the period from December 31, 1998 through
December 30, 1999, $10,000,000 at any time
during the period from December 31, 1999
through December 30, 2000 and $0.00 on or
at any time after December 31, 2000;
provided, that any such Designated Period
for any calendar year shall begin on the
Business Day, if any, during such year on
which the aggregate outstanding balance of
Loans first exceeds an amount equal to the
aggregate amount determined under
paragraph (b) of this definition without
regard to this subparagraph (vii), and
shall terminate on the earlier of (a) the
expiration of one hundred eighty (180)
days thereafter or (b) December 31 of such
year;
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provided that with respect to clause (b) preceding, Agent may deduct
any Reserve prior to application of the relevant percentages used to
calculate the Borrowing Base as set forth herein.
"EBITDA" means Net Income, plus, (a) for each of the fiscal
quarters in the period beginning October 1, 1997, through and including
September 30, 1998, to the extent deducted in the determination of Net
Income, (i) any expense resulting from amortization of goodwill and
intellectual property recorded on OMC's financial statements pursuant
to purchase accounting adjustments under GAAP, and (ii) up to
$3,000,000 of "other income" (as determined in accordance with GAAP)
cumulatively for each fiscal quarter, plus, (b) for each fiscal quarter
to the extent deducted in the determination of Net Income, each of the
following: (i) net interest expense; (ii) income taxes; and (iii)
depreciation and amortization expense.
"Interest Coverage Ratio" means, for any period, the ratio of
(a) Net Income, plus, (i) for each of the fiscal quarters in the period
beginning October 1, 1997, through and including September 30, 1998, to
the extent deducted in the determination of Net Income, (A) any expense
resulting from amortization of goodwill and intellectual property
recorded on OMC's balance sheet pursuant to purchase accounting
adjustments under GAAP, and (B) up to $3,000,000 of "other income" (as
determined in accordance with GAAP) cumulatively for each fiscal
quarter, plus, (ii) to the extent deducted in the determination of Net
Income, net interest expense and income taxes, to (b) the aggregate
amount of net interest expense paid during such period.
"Letter of Credit Facility" means the facility provided under
Article 3 of this Agreement for issuance of one or more Letters of
Credit for the account of a Borrower in an aggregate amount not to
exceed $30,000,000 at any time.
Section 2.3 Amendment to Article 3 of the Agreement. Effective as of
the date hereof, Article 3 of the Agreement is hereby amended by adding thereto,
immediately following Section 3.9, a new Section 3.10 which shall read in its
entirety as follows:
Section 3.10 Increased Costs. If any Applicable Law or the
interpretation thereof by any Governmental Authority shall impose,
modify or deem applicable any capital, reserve, insurance premium or
similar requirement against letters of credit issued by L/C Issuer or
any Lender and the result thereof shall be to increase the cost to L/C
Issuer or such Lender of making any payment under or issuing or
maintaining any Letter of Credit or to reduce the yield to L/C Issuer
or such Lender in connection with any Letter of Credit or this
Agreement, then, on demand of L/C Issuer or such Lender, Borrowers
shall pay to L/C Issuer or such Lender, as applicable, from time to
time, such additional amounts as L/C Issuer or such Lender may
reasonably determine to be necessary to compensate L/C Issuer or such
Lender for such increased cost or reduced yield.
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Section 2.4 Amendment to Section 11.1(b) of the Agreement. Effective
as of the date hereof, Section 11.1(b) of the Agreement is hereby amended and
restated to read in its entirety as follows:
(b) Monthly Financial Statements. As soon as available after
the end of each month, but in any event within forty-five (45) days of
the last day of each March, June, September and December and thirty
(30) days after the end of each other month, each Loan Party will
provide Agent with copies of the unaudited consolidated and
consolidating balance sheet of such Loan Party and its Consolidated
Subsidiaries as at the end of such month and the related unaudited
consolidated and consolidating statements of earnings and cash flows
for such Loan Party and its Consolidated Subsidiaries for such month
and for the portion of the fiscal year of such Loan Party and its
Consolidated Subsidiaries through such month, certified by a Financial
Officer as presenting fairly the financial condition and results of
operations of such Loan Party (subject to normal year-end audit
adjustments).
Section 2.5 Amendment to Section 12.1(a)(i) of the Agreement.
Effective as of September 30, 1998, Section 12.1(a)(i) of the Agreement is
hereby amended as follows: the phrase "deficit $51,700,000 (<$51,700,000>)" is
hereby amended to read "deficit $57,000,000 (<$57,000,000>)."
Section 2.6 Amendment to Section 7.1(z) of the Agreement. Effective
as of the date hereof, Section 7.1(z) of the Agreement is hereby amended and
restated to read in its entirety as follows:
(z) Proprietary Rights. Schedule 7.1(z) sets forth a correct
and complete list of all of the Loan Parties' respective Proprietary
Rights. None of such Proprietary Rights is subject to any licensing
agreement or similar arrangement except as set forth on Schedule 7.1(z)
or as entered into in the sale or distribution of the Loan Parties'
Inventory in the ordinary course of business. To the best of each Loan
Party's knowledge, none of such Proprietary Rights infringe on or
conflict with any other Person's property, and no other Person's
property infringes on or conflicts with any such Proprietary Rights.
The Proprietary Rights described on Schedule 7.1(z) constitute all of
the property of such type necessary to the current and anticipated
future conduct of the Loan Parties' business. The aggregate fair market
value of all Proprietary Rights listed in Schedule 7.1(z-1) equals or
exceeds $68,500,000.
Section 2.7 Amendment to Section 12.2 of the Agreement. Effective as
of the date hereof, Section 12.2 of the Agreement is hereby amended by deleting
the word "and" at the end of subsection (d), substituting "; and" for the period
at the end of subsection (e) and adding a new subsection (f), immediately
following subsection (e) which shall read in its entirety as follows:
(f) Indebtedness evidenced by the Senior Notes; provided, that
the proceeds thereof are used to pay in full the Indebtedness
outstanding pursuant to that
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certain Credit Agreement entered into between OMC and American Annuity
Group, Inc. and Great American Insurance Company dated August 13, 1997,
in the amount of $150,000,000, and to partially fund the "Interest
Reserve Accounts" (as defined in the Depositary Agreement).
Section 2.8 Amendment to Section 12.3 of the Agreement. Effective as
of the date hereof, Section 12.3 of the Agreement is hereby amended and restated
to read in its entirety as follows:
Section 12.3 Guaranties. No Loan Party will, nor will it
permit any other Loan Party to, directly or indirectly, become or
remain liable with respect to any Guaranty of any obligation of any
other Person other than pursuant to the Guaranty Agreement to be
executed by such Loan Party pursuant to the terms of this Agreement,
Indebtedness permitted pursuant to Section 12.2(a), Section 12.2(b) or
Section 12.2(c), a Guaranty of the Senior Notes by ABG, FBG, LAC, RBG
and GP, or other Indebtedness in an aggregate amount not at any time
exceeding $10,000,000.
Section 2.9 Amendment to Schedule 1.1(b) of the Agreement. Effective
as of the date hereof, Schedule 1.1(b) ("Permitted Liens") of the Agreement is
hereby amended to add the following as a new paragraph 6, immediately following
paragraph 5 thereof:
6. The Lien in OMC's interest in the "Notes Interest Account"
pursuant to the Depositary Agreement.
Section 2.10 Amendment to Schedule 7.1(j) of the Agreement. Effective
as of the date hereof, Schedule 7.1(j) ("Indebtedness and Guaranties") of the
Agreement is hereby amended by amending paragraph I.k. thereof to read in its
entirety as follows:
k. Senior Notes due 2008 issued by OMC pursuant to the
Indenture. Initial amount - $160,000,000; current outstanding amount -
$160,000,000.
Section 2.11 Addition of Schedule 7.1(z-1) of the Agreement.
Effective as of the date hereof, Exhibit A of this Amendment is added to the
Agreement as Schedule 7.1(z-1) ("Designated Proprietary Rights") immediately
following existing Schedule 7.1(z) ("Proprietary Rights"), and which shall read
in its entirety as set forth on Exhibit A hereto.
ARTICLE 3
Miscellaneous
Section 3.1 Consent to Depositary Agreement. Each of Agent and the
Lenders hereby consents to execution by OMC of the Depositary Agreement.
Section 3.2 Limited Waiver. Agent and the Lenders hereby waive any
Event of Default resulting solely from noncompliance with Section 12.1(a) of the
Agreement for the period ending
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June 30, 1998, provided, that such waiver is expressly limited as provided
herein and shall not impair the requirements of Section 12.1(a) with respect to
any other time or period.
Section 3.3 Conditions Precedent. The effectiveness of this Amendment
is subject to the satisfaction of each of the following conditions precedent:
(a) Agent shall have received all of the following, each dated
the date of this Amendment (unless otherwise indicated), in form and
substance satisfactory to Agent:
(i) Amendment Documents. This Amendment and any other
instrument, document or certificate required by Agent to be
executed or delivered by any of the Loan Parties, each of the
Lenders and or any other Person in connection with this
Amendment, duly executed by such Persons (the "Amendment
Documents").
(ii) Resolutions. Resolutions of the board of directors of
each Loan Party (as applicable) certified by its Secretary or
an Assistant Secretary which authorize the execution, delivery
and performance by such Loan Party of this Amendment and the
other Amendment Documents to which such Loan Party is or is to
be a party hereunder;
(iii) Fees and Expenses. Evidence that the costs and
expenses (including, without limitation, attorneys' fees and
expenses) incurred by Agent incident to this Amendment or
otherwise required to be paid in accordance with Section 16.2
of the Agreement, to the extent incurred and submitted to the
Loan Parties, shall have been paid in full; and
(iv) Additional Information. Agent shall have received
such additional documents, instruments and information as
Agent may reasonably request to effect the transactions
contemplated hereby.
(b) The representations and warranties contained herein, in
the Agreement and in all other Loan Documents, as amended hereby, shall
be true and correct as of the date hereof as if made on the date hereof
(except those, if any, which by their terms specifically relate only to
a different date).
(c) All corporate proceedings taken in connection with the
transactions contemplated by this Amendment and all other agreements,
documents and instruments executed and/or delivered pursuant hereto,
and all legal matters incident thereto, shall be satisfactory to Agent.
(d) No Default or Event of Default shall have occurred and be
continuing.
Section 3.4 Representations and Warranties. The Loan Parties hereby
represent and warrant to, and agree with, Agent, for the benefit of the Lenders,
that, as of the date of and after giving effect to this Amendment, (a) the
execution, delivery and performance of this Amendment
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and any and all other Amendment Documents executed and/or delivered in
connection herewith have been authorized by all requisite corporate action on
the part of each of the Loan Parties (as applicable) and will not violate any of
such Loan Party's certificate of incorporation or bylaws (or, in the case of
Recreational Boat Group Limited Partnership, its certificate of limited
partnership or its limited partnership agreement), (b) all representations and
warranties set forth in the Agreement and in any other Loan Document are true
and correct as if made again on and as of such date (except those, if any, which
by their terms specifically relate only to a different date) in the Agreement),
(d) no Default or Event of Default has occurred and is continuing, (e) the
Agreement (as amended by this Amendment), and all other Loan Documents are and
remain legal, valid, binding and enforceable obligations in accordance with the
terms thereof, and (f) the certifications delivered to Agent under clause (i),
clause (ii) and clause (iii) of Section 6.1(c) of the Agreement remain true,
correct and complete as of the effective date of this Amendment.
Section 3.5 Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan Document
shall survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by Agent or any Lender, or any closing, shall
affect the representations and warranties or the right of Agent and the Lenders
to rely upon them.
Section 3.6 Reference to Agreement. Each of the Loan Documents,
including the Agreement, the Amendment Documents and any and all other
agreements, documents or instruments now or hereafter executed and/or delivered
pursuant to the terms hereof or pursuant to the terms of the Agreement as
amended hereby, are hereby amended so that any reference in such Loan Documents
to the Agreement, whether direct or indirect, shall mean a reference to the
Agreement as amended hereby.
Section 3.7 Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.
Section 3.8 Successors and Assigns. This Amendment is binding upon
and shall inure to the benefit of the Credit Parties and the Loan Parties and
their respective successors and assigns, except each of the Loan Parties may not
assign or transfer any of its rights or obligations hereunder without the prior
written consent of Agent and the Lenders.
Section 3.9 General. This Amendment, when signed by each signatory as
provided hereinbelow (i) shall be deemed effective prospectively as of the
effective date specified in the preamble of this Amendment, (ii) contains the
entire agreement among the parties and may not be amended or modified except in
writing signed by all parties, (iii) shall be governed and construed according
to the laws of the State of Texas, and (iv) may be executed in any number of
counterparts, each of which shall be valid as an original and all of which shall
be one and the same agreement. A telecopy or other electronic transmission of
any executed counterpart shall be deemed valid as an original.
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THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE
NO ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers in several
counterparts.
BORROWERS:
OUTBOARD MARINE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Title: Vice President and Treasurer
-------------------------------
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Title: Assistant Secretary
-------------------------------
OMC ALUMINUM BOAT GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Title: Assistant Secretary and Treasurer
-------------------------------
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Title: Vice President, Finance
-------------------------------
OMC FISHING BOAT GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Title: Assistant Secretary and Treasurer
-------------------------------
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By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------------
Title: Vice President, Sales and
Marketing
--------------------------------
OMC LATIN AMERICA/CARIBBEAN, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Title: Assistant Secretary
-------------------------------
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Title: President
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RECREATIONAL BOAT GROUP
LIMITED PARTNERSHIP
By: OMC Recreational Boat Group, Inc.,
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Title: Assistant Secretary and
Treasurer
------------------------------
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Title: Vice President
------------------------------
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GUARANTOR:
OMC RECREATIONAL BOAT GROUP, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------
Title: Assistant Secretary and
Treasurer
------------------------------
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------
Title: Vice President
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AGENT:
NATIONSBANK, N.A.,
successor in interest by merger to
NationsBank of Texas, N.A.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
Title: Assistant Vice President
----------------------------
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LENDERS:
NATIONSBANK, N.A.
successor in interest by merger to
NationsBank of Texas, N.A.
By: /s/ ▇▇▇▇▇▇▇ Whars
-------------------------------
Name: ▇▇▇▇▇▇▇ Whars
----------------------------
Title: Senior Vice President
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AMERICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-----------------------------
Title: Vice President
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FLEET CAPITAL CORPORATION
By: /s/ ▇▇▇▇▇▇ Foyer
--------------------------------
Name: ▇▇▇▇▇▇ Foyer
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Title: Senior Vice President and
Portfolio Manager
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THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Title: Assistant Vice President
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TRANSAMERICA BUSINESS CREDIT
CORPORATION
By: /s/ ▇. ▇. ▇▇▇▇▇
----------------------------
Name: ▇. ▇. ▇▇▇▇▇
-------------------------
Title: Senior Vice President
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SANWA BUSINESS CREDIT CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------
Title: Vice President
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EXHIBIT A
FIRST AMENDMENT TO AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
SCHEDULE 7.1(z-1)
TO LOAN AND SECURITY AGREEMENT
AMONG
OUTBOARD MARINE CORPORATION,
OMC ALUMINUM BOAT GROUP, INC.,
OMC FISHING BOAT GROUP, INC.,
OMC LATIN AMERICA/CARIBBEAN, INC. AND
RECREATIONAL BOAT GROUP LIMITED PARTNERSHIP,
AS BORROWERS AND GUARANTORS, AND
OMC RECREATIONAL BOAT GROUP, INC.,
AS A GUARANTOR,
NATIONSBANK, N.A., AS AGENT AND A LENDER,
AND THE OTHER LENDERS PARTY THERETO
Designated Proprietary Rights
Item Registration No.
Trademarks - ▇▇▇▇▇▇▇ 1,277,753
Trademarks - ▇▇▇▇▇▇▇ 519,909
Trademarks - ▇▇▇▇▇▇▇ 1,438,492
Trademarks - ▇▇▇▇▇▇▇ (Suppl. Reg.) 233,698
Trademarks - Evinrude 516,807
Trademarks - Evinrude 1,293,585
Trademarks - Evinrude 1,426,296
Gross appraised value as of March 1, 1998 according to appraisal by ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, LLP dated as of March 20, 1998 - $68,500,00.
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