AMENDED AND RESTATED PROGRAM TERMS LETTER

GE

Capital Solutions

Commercial Distribution Finance

5595 Trillium Blvd.

Hoffman Estates, IL 60192

USA

The effective dealer interest rate for any month (after the manufacturer subsidy period expires, if applicable) shall be the One month LIBOR rate plus 3.45%.

Dealer Rate shall be the same for both new and pre-owned inventory.

The Dealer Rate will be recalculated monthly based on changes in the One month LIBOR rate as outlined above.

So long as Dealer remains in compliance with all the terms and conditions of the Inventory Financing Agreement, this Program Terms Letter and all other agreements or instruments by and between Dealer and CDF, for each calendar quarter beginning with the calendar quarter ending June 30, 2013, CDF will pay you a rebate to be paid quarterly in an amount equal to .20% of (i) the average daily balance of outstanding Obligations owed to CDF for the prior quarter less (ii) the average daily balance of the [****] for the prior quarter (the “Performance Amount”). Such rebate will be subject to the following:

1. The amount of such rebates paid to you shall not exceed $300,000 in the aggregate for any calendar year.

2. Such rebates will be paid within 30 days following the end of the applicable quarter.

3. The average daily balance of outstanding Obligations will be calculated as the sum of the daily balance of outstanding Obligations for each day in the applicable quarter divided by the number of days in the applicable quarter.

4. The average daily balance of the [****] will be calculated as the sum of the daily balance of the [****] for each day in the applicable quarter divided by the number of days in the applicable quarter.

For new inventory (excluding Azimut brand new inventory), 100% of invoice amount, including freight (if included on original invoice), subject to Availability.

For Azimut brand new inventory: (a) if the aggregate outstanding amount of Obligations is < [****], 80% of invoice amount for all inventory that is 70 feet or less and 75% of invoice amount for all inventory that is greater than 70 feet, subject to Availability; and (b) if the aggregate outstanding amount of Obligations is > [****], 85% of invoice amount for all inventory that is 70 feet or less and 75% of invoice amount for all inventory that is greater than 70 feet, subject to Availability.

As used herein, “Availability” shall mean (i) the lesser of (a) the Maximum Credit Amount and (b) at any time the aggregate outstanding amount of Obligations is less than [****], 100% of total eligible inventory shown on the most recent inventory certificate or, at any time the aggregate outstanding amount of Obligations is equal to or greater than [****], 90% of total eligible inventory shown on such inventory certificate, (ii) minus the outstanding amount of Approvals, (iii) minus the aggregate outstanding amount of Obligations. If Availability is negative at any time, then immediate payment shall be required of amount sufficient to cause Availability to be equal to or greater than $0.

Pre-owned (trade in or used) inventory advances will be as follows, subject to Availability, the Pre-owned Inventory Sublimit, the Specific Pre-Owned Sublimit, and the Other Pre-Owned Sublimit:

75% NADA (based on low NADA Value) Day 1 (“Day 1” as used herein shall mean Acquisition Date) through Day 180 (after Acquisition Date); 67% Day 181 (after Acquisition Date) through Day 360 (after Acquisition Date); 0% Day 361+ (after Acquisition Date).

All models of pre-owned inventory are eligible, provided fair market values can be determined via NADA, Yachtworld.com, or survey.

Internal condition and valuation methodology required on all units > $500,000.00 (“Specific Pre-Owned Items”). If valuation of any Specific Pre-Owned Item exceeds [****], CDF advances in excess of [****] for such Specific Pre-Owned Item shall be in CDF’s discretion.

Trade in units < $500,000.00 value will be financed on a “borrowing base” calculated as the aggregate of the pre-owned advance rates multiplied by the applicable low NADA Values of such pre-owned inventory.

Borrowing base certificate in the form attached hereto as Exhibit B required to be submitted on the date hereof and monthly by the 5^th day of the month based on preceding month end balances of pre-owned inventory. Month-end borrowing base certificate can be used to borrow up to 80% of eligible borrowing base for that calendar month, subject to Availability, the Pre-Owned Inventory Sublimit and the Other Pre-Owned Sublimit. Any request for advances > 80% of prior month-end borrowing base requires submission of an updated borrowing base and such advances shall be limited to 100% of updated borrowing base, subject to Availability, the Pre-Owned Inventory Sublimit and the Other Pre-Owned Sublimit.

If any unit (new or pre-owned) remains at a location other than a Permitted Location for more than 30 days, then immediate payment shall be required of the full principal amount of the Obligations owed with respect to such unit. If the aggregate value of units at locations other than Permitted Locations (excluding boat shows) exceeds $5,000,000.00 at any time, then immediate payment shall be required of the Obligations with respect to such units in an aggregate amount equal to such excess. In addition, if a material adverse change results in the reduction of the value of the Collateral in an aggregate amount exceeding $250,000.00, then immediate payment shall be required of the Obligations with respect to such Collateral in an amount equal to such excess; provided that, if such reduction of value is the subject of an insurance claim payable to CDF as loss payee, then immediate payment of such excess amount shall only be required to the extent it exceeds the claim amount (net of any deductible) and payment of the remainder of such excess shall not be required until the earlier of (i) receipt of such insurance proceeds, if any, or the rejection or denial of such claim or any portion thereof and (ii) 30 days (or such later date as CDF may agree in writing) after such loss or damage.

If the number of units of inventory (new and pre-owned) financed by CDF which are not under contract to a retail customer pursuant to an Acceptable Contract (defined below) and which have an Outstanding Amount > $150,000.00 exceeds [****] of total number of units of inventory financed by CDF, then immediate payment shall be required and applied to the oldest units of such inventory financed by CDF to the extent required to reduce the number of such units to [****] or less. “Outstanding Amount” means the outstanding amount financed by CDF for such unit, minus any portion of the Required Amount (as defined in the [****]) funded to the [****] with respect to curtailments for such unit. For purposes of determining the concentration limits, units of inventory financed by CDF shall include, without limitation, each unit of pre-owned inventory with a valuation < $500,000.00 identified on the current borrowing base certificate. “Acceptable Contract” means a fully executed bona fide contract with a retail customer, on terms that are commercially reasonable, including a deposit.

If the units of inventory financed by CDF which are not under contract to a retail customer pursuant to an Acceptable Contract and which have an Outstanding Amount > $750,000.00 exceed [****] in the aggregate (of which no more than [****] in the aggregate may be Azimut brand), then immediate payment shall be required and applied to the oldest units of such inventory financed by CDF to the extent required to reduce the Outstanding Amount to [****] or less for such inventory (or [****] or less for Azimut brand inventory). In no event shall CDF finance more than the greater of [****] units or [****] of such inventory that exceeds 70 ft., and which are not under contract to a retail customer pursuant to an Acceptable Contract.

Curtailment payments on invoices financed by CDF will be due pursuant to the following schedule:

For new inventory, a curtailment payment of 10% of the initial amount financed is due and payable on each item of new inventory at each of the following points in time: 181, 361, 541, 721 and 900 days from the date of the respective original invoice and the full remaining balance of the advance is due and payable on each item of inventory when it is aged 1080 days from the date of the original invoice.

For pre-owned (trade in or used) inventory < $500,000.00 low NADA value, a curtailment payment of 10% of the amount financed is due and payable at day 181 after the Acquisition Date; for pre-owned (trade in or used) inventory > $500,000.00 low NADA value, a curtailment payment of 10% of the amount financed is due and payable at day 181 after the Acquisition Date; and the advances with respect to all such items of inventory will be due in full at day 361 after the Acquisition Date.

All curtailment payments will be billed monthly and due in a single payment on the last day of such month. The failure to remit curtailment payments when due shall be considered a Default under the terms of the Inventory Financing Agreement and any such late curtailment payments shall be subject to interest at the Default Rate until paid in full.

Curtailment payments will be offset by an amount equal to the lesser of (i) the Required Amount set forth in the [****], (ii) the [****] balance set forth in the [****], and (iii) [****]. Notwithstanding such offset, the entire amount of curtailment payments will be paid no later than 20 days following the due date thereof.

[****] can be funded for curtailments due (up to a maximum of [****]) and other amounts subject to cap on the amount of [****] equal to the lesser of (i) [****] of the then outstanding loan balance or (ii) [****].

1. Maximum of [****] removal of funds per week

2. Maximum of [****] contributions of funds per week (unless otherwise needed for minimum requirements)

3. Not intended for direct application for unit payoffs

Inventory Re-Advance

Capability:

New inventory may be paid down to a minimum floorplan balance of $1,000.00 per unit; permitted to re-advance up to maximum allowable advance rate (original invoice amount less curtailments due) subject to:

1. Request must aggregate at least $100,000.00 (refinance amount)

2. Maximum ‘re-book’ advance is limited to 25% of Maximum Credit Amount within any 30 day period or, if [****] is terminated at CDF’s option, 50% of Maximum Credit Amount within any 30 day period (such limit, the “Re-Advance Sublimit”)

3. Limited to Brunswick and Azimut product

4. Delivery of an Advance Request Form and certification of applicable inventory values

Availability < 25%:

50% of Total Inventory Cost to be verified monthly; all locations verified at least 1 time every [90 days]

Availability >25%:

33% of Total Inventory Cost to be verified monthly; all locations verified at least 1 time every [120 days]

and at any other time at CDF’s discretion

Availability % calculated 1- [(CDF Loan Balance – Required Amount under [****]) / (Total Eligible Inventory * Advance Rates)]

Day 1- 7 after the retail sale of the unit

On the 8^th day after the retail sale of the unit

The terms set forth in this Program Terms Letter shall apply only to loans with CDF, and will not apply to any other GE Commercial Distribution Finance platform or joint venture (i.e. RV, Yamaha, Suzuki, Polaris Acceptance, Brunswick Acceptance Company, LLC, etc.) or any loans with any CDF Affiliate.