Limited Consent and Seventeenth Amendment to Credit and Guaranty Agreement, dated as of August 29, 2019, by and among One Water Marine Holdings, LLC, Singleton Assets & Operations, LLC, Legendary Assets & Operations, LLC, South Florida Assets & Operations, LLC, 651 S Federal Highway, LLC, Bosuns Assets & Operations, LLC, One Water Assets & Operations, LLC, South Shore Lake Erie Assets & Operations, LLC, Sundance Lauderdale Realty, Inc. and Midwest Assets & Operations, LLC, as borrowers, the Lenders party thereto from time to time, and Goldman Sachs Specialty Lending Group, L.P. as Administrative Agent and Collateral Agent
Exhibit 10.24
Execution Version
LIMITED CONSENT AND SEVENTEENTH AMENDMENT TO
CREDIT AND GUARANTY AGREEMENT
This LIMITED CONSENT AND SEVENTEENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of August 29, 2019 to be effective as of August 1, 2019, among ONE WATER MARINE Holdings, LLC, a Delaware limited liability company (“Holdings”), certain subsidiaries of Holdings, as borrowers (collectively “Companies”, and together with Holdings, the “Credit Parties”), GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as administrative agent and as collateral agent (in such capacities, “Agent”), and the undersigned Lenders (as defined below). Unless otherwise defined herein, all capitalized terms used herein that are defined in the Credit Agreement referred to below shall have the meanings given to such terms in the Credit Agreement, as amended hereby.
RECITALS
WHEREAS, Companies, Holdings, Agent and the financial institutions party thereto as lenders (“Lenders”) are parties to that certain Credit and Guaranty Agreement dated as of October 28, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, pursuant to the Credit Agreement, Lenders have made Loans to Companies and provided certain other credit accommodations to Companies;
WHEREAS, Companies have advised Agent and Lenders that South Florida Assets & Operations, LLC, a Florida limited liability company (“Buyer”), desires to purchase certain assets (the “Proposed Acquisition”) from (i) Central Marine Service, Inc., a Florida corporation (“CMSI”), (ii) Central Marine Outboard, Inc., a Florida corporation (“CMOI”), (iii) Central Marine Sales of Stuart, LLC, a Florida limited liability company (“CMSS”), (iv) Central Marine Stuart, LLC, a Florida limited liability company (“CMSL” and together with CMSI, CMOI and CMSS, collectively, the “Selling Entities” and each, separately, a “Selling Entity”), and (v) William A. Geiger, Jr., individually (“Owner”), and together with the Selling Entities, a “Seller”), pursuant to that certain Asset Purchase Agreement to be entered into on or after the date hereof and with an effective date of August 1, 2019 (in form and substance approved by Agent prior to the effectiveness thereof, the “Proposed Acquisition Agreement”), by and among Seller, Buyer and certain other Persons party thereto;
WHEREAS, Companies have requested that Agent and Lenders agree to (i) consent to the Proposed Acquisition, including the incurrence of the Proposed Seller Note (as defined below) and (ii) amend certain other terms and provisions of the Credit Agreement, in each case, as more particularly described in this Amendment; and
WHEREAS, subject to the terms and conditions set forth herein, the undersigned Lenders have agreed to Companies’ requests as set forth in this Amendment.
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, Holdings, Companies, Agent and the undersigned Lenders hereby agree as follows:
SECTION 1. Consent to Proposed Acquisition. Subject to the satisfaction or waiver in writing of each of the conditions set forth in this Section 1 and in Section 3 below and in reliance on the representations, warranties, covenants and agreements set forth in this Amendment, Agent and Lenders hereby consent to the Proposed Acquisition, including the incurrence of the Proposed Seller Note; provided that each of the following conditions is satisfied:
(a) the Credit Parties shall have complied with all of the terms and conditions of the Credit Agreement applicable for consummation of a Permitted Acquisition with respect to the Proposed Acquisition;
(b) the Proposed Acquisition shall be consummated in accordance with the Proposed Acquisition Agreement, and the Proposed Acquisition Agreement shall not have been amended or otherwise modified, amended or waived in a manner adverse to the interests of the Lenders;
(c) on or before the date on which the Proposed Acquisition is consummated, (i) evidence of payoff and lien releases and/or UCC-3 terminations or amendments with respect to the Repaid Floorplan Debt (as defined in the Proposed Acquisition Agreement), each in form and substance satisfactory to Agent, (ii) evidence of assumption and lien releases and/or UCC-3 terminations or amendments with respect to the Assumed Floorplan Debt (as defined in the Proposed Acquisition Agreement), each in form and substance satisfactory to Agent and (iii) any other documents or agreements reasonably requested by Agent in connection therewith;
(d) on the date the Proposed Acquisition is consummated, prior to such consummation, the Credit Parties shall have delivered to Agent a certificate, in form and substance satisfactory to Agent, that each of the conditions set forth herein to the consummation of the Proposed Acquisition have been satisfied;
(e) the Credit Parties shall have caused the holders of the Proposed Seller Note to execute and deliver a debt subordination agreement in favor of Agent and Lenders in form and substance reasonably satisfactory to Agent and Lenders in their respective sole discretion; and
(f) the Credit Parties shall satisfy the requirements of Section 5.11 of the Credit Agreement with respect to each of the leased locations listed on Schedule 4.12 of the Proposed Acquisition Agreement.
Notwithstanding anything to the contrary in the Credit Agreement or any other Credit Documents and effective upon the satisfaction of all of the conditions set forth in this Section 1 and Section 3 below, (x) the Proposed Acquisition shall be deemed to constitute a “Permitted Acquisition” for all purposes under the Credit Agreement and (y) the adjustable balloon promissory note delivered in connection with the Proposed Acquisition Agreement (the “Proposed Seller Note”) shall be deemed to be an “Approved Subordinated Debt Document” and the obligations thereunder shall be deemed to be “Approved Subordinated Debt”. Without limiting the foregoing, if the Proposed Acquisition is consummated without satisfying any of the conditions in this Section 1, such event shall constitute an immediate Event of Default under Section 8.1(c) of the Credit Agreement unless the specific failure is agreed to, waived or otherwise consented to in writing by Agent.
SECTION 2. Amendments. In reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended effective as of the Seventeenth Amendment Effective Date (as defined below) as follows:
2.1. Replacement of Schedules to Credit Agreement. Schedules 1.1(a), 1.1(b), and 4.13(b) of the Credit Agreement shall each be amended and restated in their respective entireties as Schedules 1.1(a), 1.1(b), and 4.13(b), attached hereto, respectively.
SECTION 3. Conditions Precedent. The amendments contained in Section 2 hereof and the consent contained in Section 1 hereof, in each case, shall become effective on the date (such date, the “Seventeenth Amendment Effective Date”) on which all of the following conditions precedent have been satisfied (or waived by Agent in writing):
3.1. Credit Agreement Amendment. Agent shall have received counterparts of this Amendment duly executed and delivered (which may be by email, facsimile or other electronic transmission (e.g., “.pdf”)) by Companies, Holdings and each Lender.
3.2. Pro Forma Compliance Certificate. Agent shall have received on or before the Proposed Acquisition Date (as defined below) a reasonably satisfactory pro forma Compliance Certificate from the Chief Financial Officer of the Companies demonstrating that, after giving effect to the closing of the Proposed Acquisition (including the incurrence of any Indebtedness and any payment in connection therewith), the Companies reasonably expect, after giving effect to any contemplated borrowing and based upon good faith determinations and projections consistent with the Financial Plan, to be in compliance with all operating and financial covenants set forth in the Credit Agreement.
3.3. Proposed Acquisition Closing. The closing of the Proposed Acquisition shall have occurred in accordance with this Amendment (the date thereof being the “Proposed Acquisition Date”).
3.4. Officer’s Closing Certificate. Agent shall have received a certificate from an Authorized Officer dated as of the Proposed Acquisition Date to the effect that:
(a) each representation and warranty of each Credit Party contained in this Amendment and each Credit Document is true and correct in all material respects as of the Proposed Acquisition Date (except (i) to the extent that any such representation and warranty is expressly limited to an earlier date, in which case, on the Proposed Acquisition Date, such representation and warranty shall continue to be true and correct in all material respects as of such specified earlier date and (ii) to the extent that any such representations and warranties are qualified by materiality, such representations and warranties shall continue to be true and correct in all respects);
(b) no injunction or other restraining order has been issued and no hearing to cause an injunction or other restraining order to be issued is pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the borrowing contemplated hereby;
(c) no event, circumstance, change or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect has occurred since December 31, 2017;
(d) each Credit Party has received all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the effectuation of the transactions contemplated by this Amendment and the Credit Documents and each of the foregoing is in full force and effect and in form and substance reasonably satisfactory to Agent; and
(e) no event has occurred and is continuing or would result from the consummation of the borrowing contemplated hereby that would constitute an Event of Default or a Default.
3.5. Officer’s Certificates; Other Documents. Agent shall have received in respect of each Credit Party on or prior to the Proposed Acquisition Date (i) sufficient copies of each Organizational Document as Agent shall request, in each case certified by an Authorized Officer of such Credit Party and, to the extent applicable, certified as of such date or a recent date prior thereto by the appropriate Governmental Authority or a certification made by such Authorized Officer that there have been no changes with respect to such matters since the date of the most recent Organizational Documents delivered to Agent; (ii) signature and incumbency certificates of the officers of each Credit Party executing this Amendment and the other Credit Documents to which it is a party or a certification made by such Authorized Person that there have been no changes with respect to such matters since the date of the most recent incumbency certificates delivered to Agent; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Amendment and the other Credit Documents to which it is a party, certified as of such date by an appropriate Authorized Officer as being in full force and effect without modification or amendment; and (iv) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to such certification date.
3.6. Fees and Expenses. Companies shall have paid to Agent and the Lenders (i) the fees payable on the date hereof referred to in Section 2.8(d) of the Credit Agreement (as amended hereby) and (ii) all fees and reimbursements due and owing to Agent or the Lenders in connection with this Amendment including, without limitation, all reasonable fees and expenses incurred by the Agent (including, without limitation, reasonable and documented fees and expenses of counsel to Agent) in the preparation, execution, review and negotiation of this Amendment and any other related documents for which Companies shall have been invoiced by Agent prior to the date hereof.
3.7. Absence of Defaults. No Default or Event of Default shall have occurred that is continuing after giving effect to this Amendment and the Proposed Acquisition.
3.8. Floorplan Lenders. The requisite lenders under any Approved Floorplan Financing shall have consented to or otherwise permitted the Proposed Acquisition and this Amendment pursuant to amendments of and/or consents under the Approved Floorplan Financing Documents that are in form and substance satisfactory to Agent and Requisite Lenders in their respective sole discretion.
3.9. No Litigation. On the Proposed Acquisition Date, there shall not exist any action, suit, investigation, litigation or proceeding, hearing, or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of Agent, singly or in the aggregate, materially impairs this Amendment, the financing thereof or any of the other transactions contemplated by the Credit Documents, or that could have a Material Adverse Effect.
3.10. Other Documents. Agent shall have received any other documents or agreements reasonably requested by Agent in connection herewith.
SECTION 4. Representations and Warranties. In order to induce Agent and the undersigned Lenders to enter into this Amendment, each Credit Party hereby represents and warrants to Agent and each Lender that:
4.1. Accuracy of Representations and Warranties. Each representation and warranty of each Credit Party contained in this Amendment and the Credit Documents is true and correct in all material respects as of the date hereof (except (a) to the extent that any such representation and warranty is expressly limited to an earlier date, in which case, on the date hereof, such representation and warranty shall continue to be true and correct in all material respects as of such specified earlier date and (b) to the extent that any such representations and warranties are qualified by materiality, such representations and warranties shall continue to be true and correct in all respects).
4.2. Due Authorization. The execution, delivery and performance of this Amendment have been duly authorized by all necessary action on the part of each Credit Party.
4.3. No Conflicts. The execution, delivery and performance by each Credit Party of this Amendment shall not: (a) violate any provision of any law or any governmental rule or regulation applicable to Holdings or any of its Subsidiaries, any of the Organizational Documents of Holdings or any of its Subsidiaries, or any order, judgment or decree of any court or other agency of government binding on Holdings or any of its Subsidiaries; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Holdings or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Holdings or any of its Subsidiaries.
4.4. Validity and Binding Effect. This Amendment constitutes the valid and binding obligations of each Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally, and subject to general principles of equity, regardless of whether considered in a proceeding in equity or law.
4.5. Absence of Defaults. No Default or Event of Default has occurred that is continuing.
4.6. No Defense. No Credit Party has any defenses to payment, counterclaims or rights of set-off with respect to the Obligations on the date hereof or any defenses to the validity, enforceability or binding effect against such Credit Party of the Credit Documents to which it is a party to or any Liens intended to be created thereby.
4.7. Review and Construction of Documents. Each Credit Party (a) has had the opportunity to consult with legal counsel of its own choice and has been afforded an opportunity to review this Amendment with its legal counsel, (b) has reviewed this Amendment and fully understands the effects thereof and all terms and provisions contained in this Amendment, and (c) has executed this Amendment of its own free will and volition. Furthermore, each Credit Party acknowledges that (i) this Amendment shall be construed as if jointly drafted by the Credit Parties and the Lenders, and (ii) the recitals contained in this Amendment shall be construed to be part of the operative terms and provisions of this Amendment.
SECTION 5. Miscellaneous.
5.1. Reaffirmation of Credit Documents and Liens. All of the terms and provisions of the Credit Agreement and any other Credit Documents shall, except as amended and modified hereby, remain in full force and effect and are hereby ratified and confirmed. Each Credit Party hereby reaffirms the Liens securing the Obligations until the Obligations have been paid in full, and agrees that the amendments and modifications herein contained shall in no manner adversely affect or impair the Obligations or the Liens securing payment and performance thereof.
5.2. Parties in Interest. All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.
5.3. Counterparts. This Amendment may be executed in counterparts, all of which taken together shall constitute one and the same instrument. Delivery of a counterpart by facsimile or other electronic transmission (e.g., .pdf) shall be effective as delivery of a manually executed original counterpart.
5.4. COMPLETE AGREEMENT. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
5.5. Release. Companies and each other Credit Party on their own behalf and on behalf of their predecessors, successors, heirs, legal representatives and assigns (collectively, the “Releasing Parties”), hereby acknowledge and stipulate that as of the date hereof, none of the Releasing Parties has any claims or causes of action of any kind whatsoever against Agent, any other Secured Party or any of their officers, directors, employees, agents, attorneys or representatives, or against any of their respective predecessors, successors or assigns (each of the foregoing, collectively, the “Released Parties”). Each of the Releasing Parties hereby forever releases, remises, discharges and holds harmless the Released Parties from any and all claims, causes of action, demands and liabilities of any kind whatsoever, whether direct or indirect, fixed or contingent, liquidated or nonliquidated, disputed or undisputed, known or unknown, which any of the Releasing Parties has relating in any way to any event, circumstance, action or failure to act by the Released Parties through the date of this Amendment.
5.6. No Implied Waivers. No failure or delay on the part of Agent or the Lenders in exercising, and no course of dealing with respect to, any right, power or privilege under this Amendment, the Credit Agreement or any other Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Amendment, the Credit Agreement or any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
5.7. Arms-Length/Good Faith. This Amendment has been negotiated at arms-length and in good faith by the parties hereto.
5.8. Interpretation. Wherever the context hereof shall so require, the singular shall include the plural, the masculine gender shall include the feminine gender and the neuter and vice versa. The headings, captions and arrangements used in this Amendment are for convenience only, shall not affect the interpretation of this Amendment, and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof.
5.9. Severability. In case any one or more of the provisions contained in this Amendment shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Amendment shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
5.10. Credit Document. Each Credit Party acknowledges and agrees that this Amendment is a Credit Document.
5.11. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers on the date and year first above written.
| COMPANIES: | SINGLETON ASSETS & OPERATIONS, LLC LEGENDARY ASSETS & OPERATIONS, LLC SOUTH FLORIDA ASSETS & OPERATIONS, LLC 651 S FEDERAL HIGHWAY, LLC | |
| By: | /s/ Philip Austin Singleton, Jr. | |
| Name: | Philip Austin Singleton, Jr. | |
| Title: | Manager | |
| BOSUN’S ASSETS & OPERATIONS, LLC ONE WATER ASSETS & OPERATIONS, LLC SOUTH SHORE LAKE ERIE ASSETS & OPERATIONS, LLC | ||
| By: | /s/ Philip Austin Singleton, Jr. | |
| Name: | Philip Austin Singleton, Jr. | |
| Title: | CEO | |
| SUNDANCE LAUDERDALE REALTY, INC. | ||
| By: | /s/ Philip Austin Singleton, Jr. | |
| Name: | Philip Austin Singleton, Jr. | |
| Title: | President | |
| MIDWEST ASSETS & OPERATIONS, LLC | ||
| By: One Water Assets & Operations, LLC, its Manager | ||
| By: | /s/ Philip Austin Singleton, Jr. | |
| Name: | Philip Austin Singleton, Jr. | |
| Title: | CEO | |
| HOLDINGS: | ONE WATER MARINE HOLDINGS, LLC | |
| By: | /s/ Philip Austin Singleton, Jr. | |
| Name: | Philip Austin Singleton, Jr. | |
| Title: | CEO | |
| AGENT: | GOLDMAN SACHS SPECIALTY LENDING | |
| GROUP, L.P., as Agent | ||
| By: | /s/ Greg Watts | |
| Name: | Greg Watts | |
| Title: | Senior Vice President | |
Signature Page to
Limited Consent And Seventeenth Amendment to Credit and Guaranty Agreement
One Water Marine Holdings, LLC
| LENDER: | GOLDMAN SACHS SPECIALTY LENDING | |
| GROUP, L.P., as Lender | ||
| By: | /s/ Greg Watts | |
| Name: | Greg Watts | |
| Title: | Senior Vice President | |
| LENDER: | OWM BIP INVESTOR, LLC, | |
| as a Lender | ||
| By: | /s/ John Troiano | |
| Name: | John Troiano | |
| Title: | Manager | |
Schedule 1.1(a)
Certain Material Real Estate Assets
The following is a list of all fee-owned Real Estate Asset having a fair market value in excess of $200,000 as of the date of the acquisition thereof:
| Complete Address (including county) | Whether Improved or Unimproved | If Improved, Type of Improvements | Use of Property | Approximate Value |
| 19300 S. Tamiami Trail Fort Myers, FL 33908 (Lee County) | Improved | Sales offices, service and parts warehouse | Marina Mike’s retail sale of new and used boats in Fort Myers, FL | $1,200,000 |
| 102 Mastic Street Islamorada, FL 33036 (Monroe County) | Improved | Marina apartments and other storage | Caribee Boat Sales & Marina storage and additional marina property | $1,897,000 |
The following is a list of all Leasehold Properties other than those with respect to which the aggregate payments under the term of the lease are less than $35,000 per annum, and any other Real Estate Asset that Requisite Lenders have determined is material to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any Subsidiary.
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 3977 Highway 59 South Gulf Shores, AL 36542 (Baldwin County) | Legendary Marine Alabama, LLC 4100 Legendary Dr.
| Improved | Showroom & sales offices | Legendary Marine Retail sale of new boats in Gulf Shores, Alabama pursuant to that Lease Agreement, dated August 1, 2014, subject to its Assignment to LAO, dated October 1, 2014, and subject to Addendum No. 1, dated July 1, 2015
|
| 28791 US Highway 98 Daphne, AL 36526 (Baldwin County) | A Proper Wash, LLC 145 Highpoint Dr.
| Improved | Showroom & sales offices | Sunrise Marine of Alabama – Retail sale of new boats in Gulf Shores, Alabama pursuant to that Lease Agreement, dated November 1, 2016
|
| 486 Parker Creek Marina Road Equality, AL 36026 (Coosa County) | WillAnn, LLC 7280 Hwy 49 South
| Improved | Storage space, service garage, marine store | SMG Parker Creek – Service department, merchandise store & boat storage on Lake Martin in Alabama (no boat sales) pursuant to that Commercial Lease Agreement, dated July 24, 2014
|
| 15904 Hwy 231-431 N. Hazel Green, AL 35750 (Madison County) | Rambo HG Properties, LLC 17 Lake Forest Blvd SE
| Improved | Showroom & sales offices | Rambo (Huntsville) – Retail sale of new boats near Huntsville, Alabama pursuant to that Lease Agreement, dated July 1, 2015
|
| 10396 Highway 280 East Westover, AL 35185 (Shelby County) |
Rambo BHM 17 Lake Forest Blvd SE
| Improved | Showroom & sales offices | Rambo (Birmingham) – Retail sale of new boats near Birmingham, Alabama pursuant to that Lease Agreement, dated July 1, 2015
|
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 1-acre parcel adjacent to: 10396 Highway 280 East Westover, AL 35185 (Shelby County) | Rambo BHM 17 Lake Forest Blvd SE
| Un-improved | N/A | Rambo (Birmingham) – storage of boat inventory for retail sale at the adjacent lot near Birmingham, Alabama pursuant to that Lease Agreement, dated July 1, 2015
|
| 7280 Highway 49 South Dadeville, AL 36853 (Tallapoosa County) | WillAnn, LLC 7280 Hwy 49 South
| Improved | Showroom, sales offices & storage | SMG Blue Creek Marina – Retail sale of new boats on Lake Martin in Alabama pursuant to that Commercial Lease Agreement, dated July 24, 2014
|
| 5792 Highway 49 South Dadeville, AL 36853 (Tallapoosa County) | Lord Genesh, Inc. 1402 Hwy 31
| Un-improved | N/A - (trailer office used) | SMG Used Boat Supercenter Retail sale of pre-owned boats near Lake Martin in Alabama pursuant to that Lease Agreement, dated March 16, 2017
|
| 3829 Thomas Drive Panama City, FL 32408 (Bay County) | 3829 Thomas Drive, LLC 4471 Legendary Dr.
| Improved | Showroom & sales offices | Legendary Marine Old retail sale of new boats in Panama City, Florida pursuant to that Lease Agreement, dated April 1, 2017
|
| 4009 Thomas Drive Panama City, FL 32408 (Bay County) | 4009 Thomas Drive, LLC 4471 Legendary Dr.
| Improved | Showroom & sales offices | Legendary Marine (Panama City) – New retail sale of new boats in Panama City, Florida pursuant to that Lease Agreement, dated April 1, 2016 |
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 491 South Federal Hwy Pompano Bch, FL 33062 (Broward County) |
LAC Marine Corp. 1719 SE 13th St. & 1325 East Lake Dr.
| Improved | Showroom & sales offices | SunDance Marine (Pompano Beach) – Retail sale of new and pre-owned boats in Pompano Beach, Florida pursuant to that Lease Agreement, dated February 1, 2016
|
| 2660 Northeast 16th St. Pompano Bch, FL 33062 (Broward County) | MMJC Realty, LLC 1719 SE 13th St. & 1325 East Lake Dr.
| Improved | Docks and slips | SunDance Marine (Pompano Beach) – In-water new, pre-owned and brokered boat access in Pompano Beach, Florida pursuant to that Lease Agreement, dated February 1, 2016
|
| 2051 Griffin Road Ft Lauderdale, FL 33312 (Broward County) | 2051 Griffin Road, LLC 2200 N 30 Rd
| Improved | Service building and storage | SunDance Marine (Ft. Lauderdale) – Full service department and storage on water in Ft. Lauderdale, Florida pursuant to that Lease Agreement, dated November 14, 2014, subject to addendum, dated February 10, 2016
|
| 801 NE Third St. or 821 NE Third St. Dania Beach, FL 33004 (Broward County) | Harbour Towne c/o Westrec 16633 Ventura Blvd.
| Improved | Retail office suite and marina slips | Grande Yachts (Dania Beach / Ft. Lauderdale) – new boat sales location in Ft. Lauderdale, Florida pursuant to that Lease, dated March 1, 2017
|
| 2600 N. Federal Hwy. Lighthouse Pt, FL 33064 (Broward County) | OBYS Holdings, LLC 821 SW Pine Tree Ln.
| Improved | Showroom & sales offices | Ocean Blue Yacht Sales pursuant to that Lease Agreement, dated February 1, 2019.
|
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 84 W Airport Blvd. Pensacola, FL 32503 (Escambia County) | 84 W. Airport, LLC 2629 Del Mar Dr.
| Improved | Showroom & sales offices | Legendary Marine (Pensacola) – Retail sale of new boats in Pensacola, Florida pursuant to that Lease Agreement, dated October 13, 2016.
|
| 16171 Pine Ridge Rd. Unit B3-1 Ft. Myers, FL 33908 (Lee County) | Ozinus Pine Ridge, LLC 12481 Brantley Common
| Improved | Storage | Marina Mike’s - Ft. Myers (storage warehouse) – pursuant to that Lease Agreement, dated June 15, 2017
|
| 3301 NE Indian River Dr. Jensen Beach, FL 34957 (Martin County) | Sundance 1719 SE 13th St. & 1325 East Lake Dr.
| Un-improved | Parking lot | SunDance Marine Retail sale of new boats and service department on water in Jensen Beach, Florida pursuant to that Lease Agreement, dated February 1, 2016, which covers both: 3301 NE Indian River Dr. & 3321 NE Indian River Dr.
|
| 3321 NE Indian River Dr. Jensen Beach, FL 34957 (Martin County) | Indian River Drive, Inc. 1719 SE 13th St. & 1325 East Lake Dr.
| Improved | Showroom, sales offices and marina | SunDance Marine Retail sale of new boats and service department on water in Jensen Beach, Florida pursuant to that Lease Agreement, dated February 1, 2016, which covers both: 3301 NE Indian River Dr. & 3321 NE Indian River Dr. |
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 420 S.W. Federal Hwy. Stuart, FL 34994 (Martin County) | DB South Florida 821 SW Pine Tree Ln.
| Improved | Showroom and sales offices | Ocean Blue Yacht Sales pursuant to that Lease Agreement, dated February 1, 2019.
|
| 9595 NW 7th Avenue Miami, FL 33150 (Miami-Dade County) | Ibanez Investment P.O. Box 614417
| Improved | Showroom & sales offices | SunDance Marine (Miami) – Retail sale of new boats in Miami, Florida pursuant to that Lease Agreement, dated June 10, 2016
|
| 2550 S. Bayshore Dr. Coconut Grove, FL 33133 (Miami-Dade County) | Aligned Bayshore 2550 S. Bayshore Dr.
| Improved | Retail office space | Grande Yachts (Miami)- new boat sales location in Miami, Florida pursuant to that Lease Agreement, dated September 3, 2017
|
| 4601 Legendary Marina Drive Destin, FL 32541 (Okaloosa County) | LYC Destin, LLC 4100 Legendary Dr.
| Improved | Showroom, sales offices & storage | Legendary Marine (Destin) – Retail sale of new boats, full service & boat storage on water in Destin, Florida pursuant to that Lease Agreement, dated October 1, 2014
|
| 2620 Lakeshore Dr. Riviera Beach, FL 33404 (Palm Beach County) | Riviera Beach SMI, LLC 17330 Preston Rd.
| Improved | Showroom, sales offices | Ocean Blue Yacht Sales Retail sale of new boats in Palm Beach County, Florida pursuant to that Lease Agreement, dated September 7, 2017, which Ocean Blue Yacht Sales assigned, with Landlord’s consent, on February 25, 2019 |
| 1095 N. Hwy A1A Jupiter, FL 33477 (Palm Beach County) | Jupiter Inlet Marina, LLC 1095 N. Hwy A1A
| Improved | Slip & sales office | Grande Yachts pursuant to that Lease Agreement, dated May 17, 2017
|
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 9300 Emerald Coast Parkway Miramar Bch, FL 32550 (Walton County) | Sandestin Investments, LLC c/o Sandestin Real Estate
| Improved | bait & tackle shop | Legendary Marine 350 sq. ft. shack selling bait and tackle in Sandestin’s Baytown Marina in Miramar, Florida (no boats sales; intended to cross-market sales at other locations) pursuant to that Lease Agreement, dated March 1, 2016
|
| 5820 Lake Oconee Pkwy Greensboro, GA 30642 (Greene County) | Boats with Gusto, LLC 5820 Lake Oconee Pkwy
| Improved | Showroom | SMG at Lake Oconee – Retail sale of new boats near Lake Oconee in Georgia pursuant to that Lease Agreement, dated October 13, 2014
|
| 5529 Lanier Islands Pkwy Buford, GA 30518 (Hall County) | AnnWill, LLC 7280 Hwy 49 South
| Improved | Showroom & sales offices | Cobalt Boats of Atlanta (Lake Lanier) – Retail sale of new boats near Lake Lanier in Georgia pursuant to that Commercial Lease Agreement, dated July 24, 2014
|
| adjacent to preceding prop. McEver Road Buford, GA 30518 (Hall County) | CBD Investments, LLC Two Ravinia Dr. Ste. 850
| Un-improved | N/A | Cobalt Boats of Atlanta (Lake Lanier) – Inventory storage for Cobalt Boats of Atlanta above (no boat sales) pursuant to that Lease Agreement, dated August 8, 2014
|
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 6900 Lanier Islands Pkwy Buford, GA 30518 (Hall County) | PS Marinas I, LP 16633 Ventura Blvd.
| Improved | Showroom, sales offices & marina | Yacht Center of Lake Lanier Islands – Yacht sales on Lake Lanier in Georgia pursuant to that Lease Agreement, dated March 1, 2010, as amended May 31, 2012, as amended April 15, 2013, as amended July 24, 2015, subject to assignment, dated October 1, 2016
|
| 6900 Lanier Islands Pkwy Buford, GA 30518 (Hall County) | PS Marinas I, LP 16633 Ventura Blvd.
| Improved | Corporate offices | Yacht Center of Lake Lanier Islands – Yacht sales on Lake Lanier in Georgia pursuant to that Lease Agreement, dated April 1, 2017
|
| 6700 Lanier Islands Pkwy Buford, GA 30518 (Hall County) | Holiday Marina, LLC 16633 Ventura Blvd.
| Improved | Service garage & parts storage | Lazy Days at Holiday Marina – on-water boat service on Lake Lanier, in Georgia pursuant to that Lease Agreement, dated July 1, 2016
|
| 6275 Lanier Islands Pkwy Buford, GA 30518 (Hall County) | Linda C. Singleton, LLC 2876 Hamilton Rd
| Improved | Corporate office & service garage | OWMH Corp. Headquarters (Lake Lanier) – corporate offices and used-boat reconditioning near Lake Lanier in Georgia (no boat sales) pursuant to that Commercial Lease Agreement, dated July 24, 2014
|
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 3149 Shoreland Dr. Buford, GA 30518 (Hall County) | Blue Creek Marina, LLC 2876 Hamilton Rd
| Improved | Showroom & sales offices | SMG Used Boat Supercenter Retail sale of pre-owned boats near Lake Lanier in Georgia pursuant to that Commercial Lease Agreement, dated July 24, 2014
|
| 6516 Lanier Islands Pkwy Buford, GA 30518 (Hall County) | Lawrence Sosnow 5563 Brendlynn Dr.
| Improved | Sales office | American Boat Brokers Retail sale of pre-owned boats near Lake Lanier in Georgia pursuant to that Lease Agreement, dated March 31, 2015
|
| 45 Bartlett Ferry Road Fortson, GA 31808 (Harris County) | Sing Properties, LLC 2876 Hamilton Rd
| Improved | Showroom & sales offices | SMG Lake Harding – Retail sale of pre-owned boats near Lake Harding in Georgia pursuant to that Commercial Lease Agreement, dated May 1, 2015
|
| 2540 E. Highway 90 Bronston, KY 42518 (Pulaski County) | Jimmy and Ruth Troxtell 228 Club House Dr.
| Improved | Service building and storage | Lookout Marine – Full service department and storage near Lake Cumberland in Kentucky pursuant to that Lease Agreement, dated June 1, 2016
|
| 6590 S. Highway 27 Somerset, KY 42501 (Pulaski County) | Jimmy and Ruth Troxtell 228 Club House Dr.
| Improved | Showroom & sales offices | Lookout Marine – Retail sale of new boats near Lake Cumberland in Kentucky pursuant to that Lease Agreement, dated June 1, 2016
|
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 100 Falmouth Road & 0 Falmouth Road & 17 Bowdoin Road
| T & C NOMINEE TRUST 61 Amy Brown Road
| Improved | Showroom, sales office, and service | Bosun’s Marine Retail sale of new and used boats, showroom and full service department in Mashpee, Massachusetts pursuant to that Lease Agreement, dated June 1, 2018
|
| 205 Newbury Street & 207 Newbury Street
| BOSUN’S NEWBURY NOMINEE TRUST 61 Amy Brown Road
| Improved | Showroom, sales office, and service | Bosun’s Marine Retail sale of new and used boats, showroom and full service department in Peabody, Massachusetts pursuant to that Lease Agreement, dated June 1, 2018
|
| 1209 E. Falmouth Hwy. East Falmouth, MA 02536 (Barnstable County) | R & G REALTY TRUST 61 Amy Brown Road
| Improved | Sales office, service, and marina | Bosun’s Marine Retail sale of new and used boats, and full service & boat storage on water in East Falmouth, Massachusetts pursuant to that Lease Agreement, dated June 1, 2018
|
| 21 Frog Pond Close Mashpee, MA 02649 (Barnstable County) | SHOESTRING BAY 61 Amy Brown Rd.
| Improved | Slip rental | Bosun’s Marine Retail slips and on water boat storage in Mashpee, Massachusetts pursuant to that Lease Agreement, dated June 1, 2018
|
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 411 Winchester Creek Rd. Grasonville, MD 21638 (Queen Anne’s County) | GYI, LLC 183 Prince George St.
| Improved | Showroom, sales offices, service garage, and marina | Grande Yachts (HQ / Grasonville) – Retail sale of new and used boats, full service & boat storage on water in Grasonville, Maryland pursuant to that Lease Agreement, dated March 1, 2017
|
| 301 Pier One Road Stevensville, MD 21666 (Queen Anne’s County) | Great American 357 Pier One Road
| Improved | Retail sales office and marina slips | Grande Yachts (Stevensville / Annapolis) – Retail sale of new and used boats on water near Annapolis, Maryland pursuant to that Lease for Commercial Office Space at Bay Bridge Marina, dated May 1, 2015, as amended by the First Amendment to Lease for Commercial Office Space at Bay Bridge Marina, dated February 1, 2016, and the Second Amendment to Lease for Commercial Office Space at Bay Bridge Marina, dated March 1, 2017
|
| 1 Icard Lane New Rochelle, NY 10805 (Westchester County) | Giacobbe Enterprises, Inc. 583 Davenport Ave.
| Improved | Retail sales office | Grande Yachts (New York) – Retail sale of new and used boats on water near New York City pursuant to that Lease Agreement, dated April 25, 2017
|
| 1322 & 1324 Airlie Rd. Wilmington, NC 28403 (New Hanover County) | Crocker’s Landing P.O. Box 1304
| Improved | Retail sales office and marina slips | Grande Yachts (Wilmington) – Retail sale of new and used boats on water near Wrightsville Beach, North Carolina pursuant to that Commercial Lease Agreement, dated April 1, 2017
|
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 1611 Sawmill Parkway Huron, OH 44839 (Erie County) | Three SeaSons 26600 Jefferson Ct.
| Improved | Showroom, sales offices, service, and storage facilities | South Shore Marine – Retail sale of new and used boats near the water in Huron, Ohio pursuant to that Commercial Lease Agreement, dated August 1, 2017
|
| 9481 State Route 708 N. & 9488 State Route 708 & 9494 State Route 708 & 9506 State Route 708 & 9637 State Route 235 N. & 8967 Court St. & Chestnut St. & 8852 Chautauqua Blvd. & 8866 Chautauqua Blvd. & 8875 Chautauqua Blvd. & 525 Washington Ave. & 539 Washington Ave.
| REBO, Inc. 9481 State Route 708 N.
| Improved | Showroom, sales offices, service department and garage, dry storage, wet slips, other storage facilities, and multiple RV trailer or mobile home lots | Spend A Day Marina – Retail sale of new and used boats, rental boats, rental RV lots, full service garage, and boat storage on and off water on Indian Lake in Ohio pursuant to that Commercial Lease Agreement, dated April 1, 2018
|
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 33 Lockwood Dr. Charleston, SC 29401 (Charleston County) | AMH–Ashley Marina, LLC 33 Lockwood Dr.
| Improved | Retail sales office | Grande Yachts (Charleston) - FORMER retail sale of new and used boats on water in Charleston, South Carolina pursuant to that Office Lease Agreement, dated April 22, 2017 |
| 24 Patriots Point Rd. Mt. Pleasant, SC 29464 (Charleston County) | Patriots Point 20 Patriots Point Rd.
| Improved | Retail sales office | Grande Yachts (Charleston) - Retail sale of new and used boats on water in Charleston, SC pursuant to that Lease Agreement, dated March 1, 2019 |
| 3216 Highway 378 Leesville, SC 29070 (Lexington County) | A & M Properties, LLC 210 Tom Drafts Cir.
| Improved | Showroom & sales offices | Captain’s Choice - pursuant to that Lease Agreement, dated June 1, 2015
|
| 3214 Highway 378 Leesville, SC 29070 (Lexington County) | Edith D. Giddens Rev. Trust, dated 11/27/13 William H. Giddens Trust, dated 11/27/13
| Improved | Storage adjacent to 3216 Hwy 378 Leesville, SC 29070 | Captain’s Choice - pursuant to that Lease Agreement, dated January 1, 2018
|
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 15597 North Hwy 11 Salem, SC 29676 (Oconee County) | North Keowee Land, LLC 2876 Hamilton Rd
| Improved | Showroom & sales office | SMG Keowee North Marine - pursuant to that Commercial Lease Agreement, dated July 24, 2014
|
| 152 Mariner Circle & 135 Mariner Circle
| The Cliffs Club at Keowee Vineyards, LLC 341 Keowee
| Improved | Storage space, and fuel dock | SMG Keowee Vineyards - pursuant to that Lease Agreement, dated June 13, 2013
|
| 10439 Broad River Rd. Irmo, SC 29063 (Richland County) | Clepper Brothers, LLC 208 Rucker Rd. & 1016 Gates Rd.
| Improved | Showroom & sales offices | Ray Clepper Boat Ctr – Retail sale of new boats near Irmo, South Carolina pursuant to that Lease Agreement, dated February 1, 2019
|
| 1520 N. Stemmons Fwy Lewisville, TX 75067 (Denton County) | Phil Dill Boats, Inc. 2016 Justin Rd Suite 300 Payment via Sublandlord: Leasehold rights secured through Sub-Sublandlord: 2876 Hamilton Rd
| Improved | Showroom & sales offices | Phil Dill Boats - pursuant to that Lease Agreement, dated October 30, 2011, subject to sublease, dated October 31, 2011, subject to sub-sublease, dated September 26, 2014
|
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 2908 N. Stemmons Fwy (Denton County)
| Trett Enterprises, LLC 1 Eagle Point Road
| Improved | Showroom & sales offices | The Slalom Shop – Retail sale of new boats near Dallas/Fort Worth, Texas pursuant to that Consent to the Assignment of
|
| 2700 NASA Rd. & 1921 Larrabee St.
| 2700 NASA Parkway, LP P.O. Box 627
| Improved | Showroom & sales offices | Texas Marine (Seabrook/Clear Lake) – pursuant to that Commercial Lease Agreement, dated December 10, 2007 as amended by the First Amendment to Lease dated November 30, 2015 as amended by the Second Amendment to Lease dated April 28,2017
|
| 1140 Interstate 10 N. Beaumont, TX 77702 (Jefferson County) | JHMH REALTY, LLC - 1140 Interstate 10 N.
| Improved | Showroom, sales offices, and service | Texas Marine (Beaumont) – pursuant to that Commercial Lease Agreement, dated February 1, 2018
|
| 1107 Interstate 45 S. & 300 Austin Road
| JHMH REALTY, LLC - 1140 Interstate 10 N.
| Improved | Showroom, sales offices, and service | Texas Marine (Conroe/Houston) – pursuant to that Commercial Lease Agreement, dated February 1, 2018
|
| 1219 Interstate 45 S. Conroe, TX 77301 (Montgomery County) | Ben Perdue 5055 Dunfries
| Un-improved | N/A | Texas Marine (Conroe/Houston) – pursuant to that Commercial Lease Agreement, dated February 2, 2015
|
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 319 Post Oak Dr. Conroe, TX 77301 (Montgomery County) | Pine Ridge 407 Gladstell
| Un-improved | N/A | Texas Marine (Conroe/Houston) – pursuant to that Commercial Lease Agreement, dated February 1, 2018
|
| 15096 Interstate 45 S. Conroe, TX 77384 (Montgomery County) | Sing Properties, LLC 2876 Hamilton Rd
| Improved | Showroom & sales offices | SMG Wake Houston – Retail sale of new boats near Houston, Texas pursuant to that Commercial Lease Agreement, dated July 24, 2014
|
| 801 S. Interstate 45 Conroe, TX 77301 (Montgomery County) | Gene & Betty Wolf PO Box 2908
| Improved | Showroom & sales offices | SMG Texas Sport Boats – Retail sale of new boats near Houston, Texas pursuant to that Commercial Lease Agreement, dated October 13, 2016
|
| 118 Lavilla Road Graford, TX 76449 (Palo Pinto County) | Martin Properties, LLC 804 N. Shore Drive
| Improved | Showroom & sales offices | The Slalom Shop – Retail sale of new boats near Dallas/Fort Worth, Texas on Possum Kingdom Lake
|
| 1460 Hwy 98 West (Okaloosa County) or 1450 Highway 98 W. Mary Esther, FL 32569 (Okaloosa County) & 1 Rush Road Mary Esther, FL 32569 (Okaloosa County)
| OWM Mary Esther FL Landlord, LLC 3333 Peachtree Road, NE, 10th Floor MC 3951 Atlanta, Georgia 30326 Attention: Lachlan Carlyle
| Improved | Sales offices, service and parts warehouse | Destin Marine Sunrise Marine’s service and retail sales of new and used boats in Destin, Florida |
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 651 South Federal Hwy. Pompano Beach, FL 33060 | OWM Pompano Beach FL Landlord, LLC 3333 Peachtree Road, NE, 10th Floor MC 3951 Atlanta, Georgia 30326 Attention: Lachlan Carlyle
| Improved | Sales offices, service and parts warehouse | Grande Yacht’s retail sales location in Pompano Beach, FL (former Top Notch location) |
| 81500 Overseas Hwy, Islamorada FL 33060 101 Mastic Street Islamorada, FL 33036
| OWM Islamorada FL Landlord, LLC c/o SunTrust Equity Funding, LLC 3333 Peachtree Road, NE, 10th Floor MC 3951 Atlanta, Georgia 30326 Attention: Lachlan Carlyle
| Improved | Sales offices, services and parts warehouse | Caribee Boat Sales & Marina retail sales, storage and marina in Islamorada, FL |
| 100 Ridge Rd. Canton, GA 30114 (Cherokee County) | OWM Canton GA Landlord, LLC 3333 Peachtree Road, NE, 10th Floor MC 3951 Atlanta, Georgia 30326 Attention: Lachlan Carlyle
| Improved | Sales offices, services and parts warehouse | Singleton Marine Lake Allatoona retail sales, service & parts location |
| 2501 72nd St. N St. Petersburg, FL 33707 (Pinellas County)
| Central Marine Service, Inc. 7977 9th Ave. South St Petersburg, FL 33707 Attention: William A. Geiger, Jr. | Improved | Sales offices, services and parts warehouse | Central Marine Boat Sales & Marina retail sales, storage and marina in St. Petersburg, FL |
| Complete Address (including county) | Owner/Landlord’s Name and Complete Address | Whether Improved or Un-improved | If Improved, Type | Use of Property |
| 3515 Tyrone Blvd N St. Petersburg, FL 33707 (Pinellas County) & 3535 Tyrone Blvd N St. Petersburg, FL 33707 (Pinellas County) & 3545 Tyrone Blvd N St. Petersburg, FL 33707 (Pinellas County)
| Central Marine Service, Inc. 7977 9th Ave. South St Petersburg, FL 33707 Attention: William A. Geiger, Jr. | Improved | Sales offices, services and parts warehouse | Central Marine Boat Sales & Marina retail sales, storage and marina in St. Petersburg, FL |
| 200 NW Alice Ave. Stuart, FL 34994 (Martin County)
| Central Marine Properties East, LLC 7977 9th Ave. South St Petersburg, FL 33707 Attention: William A. Geiger, Jr. | Improved | Sales offices, services and parts warehouse | Central Marine Properties East Boat Sales & Marina retail sales, storage and marina in Stuart, FL |
Schedule 1.1(b)
Closing Date EBITDA Adjustment
OneWater Marine Holdings
EBITDA Reconciliation
June 30, 2019
| Consolidated Financials ($000) | May 2018 | Jun 2018 | Jul 2018 | Aug 2018 | Sep 2018 | Oct 2018 | Nov 2018 | Dec 2018 | Jan 2019 | Feb 2019 | Mar 2019 | Apr 2019 | May 2019 | Jun 2019 | TTM |
| Adjustments to EBITDA: | |||||||||||||||
| Permitted Addbacks (ii) Warrant or Preferred Holders | - | 1.9 | 163.1 | - | - | 26.5 | - | 223.7 | 2.6 | - | - | 3.2 | 420.9 | ||
| Permitted Addbacks (iv) Other | 55.9 | 15.4 | 304.6 | 293.7 | 147.1 | 25.1 | 225.0 | (28.0) | 26.2 | 33.9 | 383.3 | 18.0 | 1,500.2 | ||
| Non-cash Revaluation of Warrants | - | - | 6,004.4 | - | - | (4,694.8) | - | - | 12,294.8 | - | - | - | 13,604.4 | ||
| Board of Director fees | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 300.0 | ||
| Consulting agreement (Rambo-Term no earlier than 7/1/18) | 12.5 | 12.5 | 12.5 | 12.5 | 12.5 | 12.5 | 12.5 | 12.5 | 12.5 | 12.5 | 12.5 | 12.5 | 150.5 | ||
| Consulting agreement (Sundance-Term no earlier than 2/1/18) | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 25.0 | 300.0 | ||
| Consulting agreement (Sunrise-Term no earlier than 11/1/21) | 16.7 | 16.7 | 16.7 | 16.7 | 16.7 | 16.7 | 16.7 | 16.7 | 16.7 | 16.7 | 16.7 | 16.7 | 200.0 | ||
| Consulting agreement (Lookout-Term no earlier than 6/1/23) | 6.6 | 6.6 | 6.6 | 6.6 | 6.6 | 6.6 | 6.6 | 6.6 | 6.6 | 6.6 | 6.6 | 6.6 | 79.0 | ||
| Owner equity draws | (25.0) | (25.0) | (25.0) | (25.0) | (25.0) | (25.0) | (25.0) | (25.0) | (25.0) | (25.0) | (25.0) | (25.0) | (300.0) | ||
| Adjustments | 116.7 | 78.1 | 6,532.9 | 354.5 | 207.9 | (4,582.5) | 285.8 | 256.5 | 12,384.4 | 94.7 | 444.1 | 82.0 | 16,255.1 | ||
| Adjusted EBITDA | 4,618.1 | 6,657.5 | 325.3 | 82.2 | 3,026.2 | (1,926.5) | 1,078.8 | 3,286.9 | 7,981.5 | 7,348.6 | 8,097.3 | 10,119.8 | 50,695.8 | ||
| Acquisition Target | |||||||||||||||
| Caribee (to be acquired 5.1.19) EBITDA | 227 | 198 | 395 | 451 | 232 | 329 | 248 | (1,000) | 103 | 157 | 521 | 503 | 2,364 | ||
| Caribee- QofE adjustments | (128) | (31) | 12 | (201) | 29 | (6) | 23 | 434 | 9 | (6) | (29) | 95 | 201 | ||
| Caribee - Company Adjustments | 13.0 | 25.0 | 33.0 | 20.0 | 26.0 | 23.0 | - | - | - | - | - | - | 140 | ||
| 112 | 192 | 440 | 270 | 287 | 346 | 271 | (566) | 112 | 151 | 492 | 598 | - | - | 2,705 | |
| EBITDA after Caribee | 112.3 | 191.8 | 5,057.7 | 6,927.1 | 612.1 | 428.0 | 3,297.4 | (2,492.0) | 1,190.9 | 3,438.1 | 8,473.2 | 7,946.6 | 8,097.3 | 10,119.8 | 53,400.4 |
Schedule 4.13(b)
Real Estate Assets
The following is a list of all Real Estate Assets owned by Holdings and its Subsidiaries in fee-simple:
| Complete Address (including county) | Whether Improved or Unimproved | If Improved, Type of Improvements | Use of Property | Approximate Value |
| 19300 S. Tamiami Trail Fort Myers, FL 33908 (Lee County) | Improved | Sales offices, service and parts warehouse | Marina Mike’s retail sale of new boats in Fort Myers, FL | $1,200,000 |
| 102 Mastic Street Islamorada, FL 33036 (Monroe County) | Improved | Marina apartments and other storage | Caribee Boat Sales & Marina storage and additional marina property | $1,897,000 |
The following is a list of all leases, subleases or assignments of leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant (whether directly or as an assignee or successor in interest) under such lease, sublease or assignment:
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| Lease Agreement, dated Aug. 1, 2014 (subject to its Addendum No. 1, dated July 1, 2015) | 3977 Hwy 59 S. Gulf Shores, AL 36542 (Baldwin County) | Legendary Marine Alabama, LLC (Owner & Landlord) | One Water Marine Holdings, LLC (Tenant & Assignor) | 10/01/2014 | 9/30/2029 | NONE |
| Assignment and Assumption of Lease, dated October 1, 2014 | SAME AS ABOVE | One Water Marine Holdings, LLC (Assignor) | Legendary Assets & Operations, LLC (Assignee) | SAME AS ABOVE | SAME AS ABOVE | SAME AS ABOVE |
| Lease Agreement, dated Nov. 1, 2016 | 28791 US Hwy 98 Daphne, AL 36526 (Baldwin County) | A Proper Wash, LLC (Owner & Landlord) | Legendary Assets & Operations, LLC (Tenant) | 11/01/2016 | 11/01/2021 | two 5-year extensions |
| Lease Agreement, dated March 13, 2016 | 27844 Canal Road Orange Beach, AL 36561 (Baldwin County) | Sportsman Marina, LP (Owner and Landlord) | Legendary Assets & Operations, LLC (Tenant)
| 03/13/2016 | Month-to-month | NONE |
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| Commercial Lease Agreement, dated July 24, 2014 | 486 Parker Creek Marina Rd. Equality, AL 36026 (Coosa County) | WillAnn, LLC (Owner and Lessor) | Singleton Assets & Operations, LLC (Lessee) | 08/01/2014 | 07/31/2029 | NONE |
| Land and Building Lease Agreement, dated July 1, 2015 | 15904 Hwy 231-431 N. Hazel Green, AL 35750 (Madison County) | Rambo HG Properties, LLC (Owner and Landlord) | Singleton Assets & Operations, LLC (Tenant) | 07/01/2015 | 06/30/2030 | two 5-year extensions |
| Land and Building Lease Agreement, dated July 1, 2015 | 10396 Highway 280 E. Westover, AL 35185 (Shelby County) | Rambo BHM Properties, LLC (Owner and Landlord) | Singleton Assets & Operations, LLC (Tenant) | 07/01/2015 | 06/30/2030 | two 5-year extensions |
| Land and Building Lease Agreement, dated August 1, 2015 | One Acre adjacent to: 10396 Highway 280 E. Westover, AL 35185 (Shelby County) | Rambo BHM Properties, LLC (Owner and Landlord) | Singleton Assets & Operations, LLC (Tenant) | 07/01/2015 | 06/30/2030 | two 5-year extensions |
| Commercial Lease Agreement, dated July 24, 2014 | 7280 Highway 49 S. Dadeville, AL 36853 (Tallapoosa County) | WillAnn, LLC (Owner and Lessor) | Singleton Assets & Operations, LLC (Lessee) | 08/01/2014 | 07/31/2029 | NONE |
| Real Property Lease Agreement, dated March 16, 2017 | 5792 Highway 49 S. Dadeville, AL 36853 (Tallapoosa County) | Lord Genesh, Inc. (Owner and Landlord) | Singleton Assets & Operations, LLC (Tenant) | 03/16/2017 | 03/16/2019 | one 2-year extension |
| Lease Agreement and Option to Purchase, dated April 1, 2017 | 3829 Thomas Dr. Panama City, FL 32408 (Bay County) | 3829 Thomas Drive, LLC (Owner and Landlord) | Legendary Assets & Operations, LLC (Tenant) | 04/01/2017 | 3/31/2032 | two 5-year extensions |
| Lease Agreement and Option to Purchase, dated April 1, 2017 | 4009 Thomas Dr. Panama City, FL 32408 (Bay County) | 4009 Thomas Drive, LLC (Owner and Landlord) | Legendary Assets & Operations, LLC (Tenant) | 04/01/2017 | 04/01/2032 | two 5-year extensions |
| Amendment to April 1, 2017 Lease, dated July 1, 2017 | SAME AS ABOVE | SAME AS ABOVE | SAME AS ABOVE | 07/01/2017 | 04/01/2032 | SAME AS ABOVE |
| Triple Net Lease Agreement, dated February 1, 2016 | 491 S. Federal Hwy Pompano Beach, FL 33062 (Broward County) | LAC Marine Corp. (Owner and Landlord) | One Water Marine Holdings, LLC (Tenant) | 02/01/2016 | 01/31/2026 | one 5-year renewal option |
| Triple Net Lease Agreement, dated February 1, 2016 | 2660 Northeast 16th St. Pompano Beach, FL 33062 (Broward County) | MMJC Realty, LLC (Owner and Landlord) | One Water Marine Holdings, LLC (Tenant) | 02/01/2016 | 01/31/2026 | one 5-year renewal option |
| Commercial Lease Agreement, dated November 14, 2014 | 2051 Griffin Road Fort Lauderdale, FL 33312 (Broward County) | 2051 Griffin Road, LLC (Owner and Landlord) | Sundance Lauderdale Realty, Inc. (Tenant) | 01/01/2015 | 12/31/2017 | no extension |
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| Addendum to 11/14/2014 Lease, dated February 1, 2016 | SAME AS ABOVE | SAME AS ABOVE | SAME AS ABOVE | Term extension | 12/01/2019 | no additional extensions |
| Amendment to November 14, 2014 Lease, dated January 1, 2018 | SAME AS ABOVE | SAME AS ABOVE | SAME AS ABOVE | 01/01/2018 | 12/01/2019 | no additional extensions |
| Lease, dated March 1, 2017 | 801 & 821 NE Third St. Dania Beach, FL 33004 (Broward County) | Harbour Towne Marina, LLC (Owner) & Westrec Investors, Inc. (Landlord) | Midwest Assets & Operations, LLC (Tenant) | 03/01/2017 | 02/29/2020 | one 3-year extension |
| Lease Agreement, dated February 1, 2019 | 2600 N. Federal Hwy. Lighthouse Pt, FL 33064 (Broward County) | OBYS Holdings, LLC
(Owner and Landlord)
| South Florida Assets & Operations, LLC (Tenant) | 02/01/2019 | 01/31/2034 | two 5-year renewal options |
| Lease Agreement, dated October 13, 2016 | 84 W Airport Blvd. Pensacola, FL 32503 (Escambia County) | Eugene Killinger, Trustee of the Douglas Eugene Killinger Rev. Mgmt. Trust (Owner) 84 W. Airport, LLC (Prime Landlord) | LMIP Holding, LLC (Lessee/Assignor) | 10/01/2016 | 09/30/2021 | one 5-year renewal option |
| Assignment, Assumption & Landlord Consent, dated October 1, 2016 | SAME AS ABOVE | LMIP 84 W. Airport, LLC
| Legendary Assets & Operations, LLC (Assignee) | 10/01/2016 | 09/30/2021 | one 5-year renewal option |
| Lease Agreement, dated August 1, 2017 | 997 S. Palafox St. Pensacola, FL 32502 (Escambia County) | Day Break Marina, Inc. | Legendary Assets & Operations, LLC | 08/01/2018 | 08/31/2019 | Annual |
| Lease Agreement, dated June 15, 2017 | 16171 Pine Ridge Rd. Unit B3-1 Ft. Myers, FL 33908 (Lee County) | Ozinus Pine Ridge, LLC | Legendary Assets & Operations, LLC | 07/15/2017 | 06/30/2019 | NONE |
| Triple Net Lease Agreement, dated February 1, 2016 | 3301 NE Indian River Dr. Jensen Beach, FL 34957 & 3321 NE Indian River Dr. Jensen Beach, FL 34957 (Martin County) | Sundance Marine Dixie, Inc. (Owner and Landlord of 3301 Indian River) & Indian River Drive, Inc. (Owner and Landlord of 3321 Indian River) | One Water Marine Holdings, LLC (Tenant) | 02/01/2016 | 01/31/2026 | one 5-year renewal option |
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| Lease Agreement, dated February 1, 2019 | 420 S.W. Federal Hwy. Stuart, FL 34994 (Martin County) | DB South Florida Properties, LLC (Owner & Landlord) | South Florida Assets & Operations, LLC (Tenant) | 02/01/2019 | 01/31/2034 | two 5-year renewal options |
| Lease Agreement, dated June 10, 2016 | 9595 NW 7th Avenue Miami, FL 33150 (Miami-Dade County) | Ibanez Investment Group, Inc. (Owner & Landlord) | South Florida Assets & Operations, LLC | 08/1/2016 | 07/1/2021 | NONE |
| Slip Rental Agreement (4 slips) | 2890 NE 187th Street Aventura, FL 33180 (Miami-Dade County) | AMP IV - Hidden Harbour, LLC (Landlord) | South Florida Assets & Operations, LLC (Tenant) | 04/01/2019 | 03/31/2020 | NONE |
| Lease Agreement, dated September 9, 2017 | 2550 S. Bayshore Dr. Suite 207 Coconut Grove, FL 33133 (Miami-Dade County) | Aligned Bayshore Marina, LLC (Owner) & Prime Marina Group, LLC (Landlord) | Lab Marine, Inc. d/b/a Grande Yachts International (Tenant) | 09/01/2017 | 07/31/2022 | NONE |
| Assignment of Tenant Lease, dated September 9, 2017 | SAME AS ABOVE | Lab Marine, Inc. d/b/a Grande Yachts International (Assignor) | Midwest Assets & Operations, LLC (Assignee) | SAME AS ABOVE | SAME AS ABOVE | SAME AS ABOVE |
| Lease Agreement, dated November 1, 2016 | 15600 Collins Avenue Miami Beach, FL 33154 (Miami-Dade County) | Haulover Marine Center, LLC | South Florida Assets & Operations, LLC | 11/01/2016 | Month-to-month | NONE |
| Lease Agreement, dated October 1, 2014 | 4601 Legendary Marina Dr. Destin, FL 32541 (Okaloosa County) | LYC Destin, LLC (Owner and Landlord) | One Water Marine Holdings, LLC (Tenant) | 10/01/2014 | 10/31/2029 | NONE |
| Assignment and Assumption of Lease, dated October 1, 2014 | SAME AS ABOVE | One Water Marine Holdings, LLC (Assignor) | Legendary Assets & Operations, LLC (Assignee) | SAME AS ABOVE | SAME AS ABOVE | SAME AS ABOVE |
| Lease Agreement, dated September 7, 2017 | 2620 Lakeshore Dr. Riviera Beach, FL 33404 (Palm Beach County) | Riviera Beach SMI, LLC (Owner and Landlord) | South Florida Assets & Operations, LLC (Tenant) | 02/01/2019 | 08/31/2019 | one 3-year renewal options |
| Slip Rental Agreement (2 slips and 1 parking space) | 105 Lake Shore Drive, Lake Park, FL 33403 (Palm Beach County) | Town of Lake Park (Owner and Landlord) | South Florida Assets & Operations, LLC (Tenant) | 04/01/2019 | 03/31/2020 | NONE |
| Lease Agreement, dated May 17, 2017 | 1095 N. Hwy A1A Jupiter, FL 33477 (Palm Beach County) | Jupiter Inlet Marina, LLC (Owner and Landlord) | Midwest Assets & Operations, LLC (Tenant) | 04/01/2017 | 30-day notice | NONE |
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| Lease Agreement, dated March 3, 2016 | 9300 Emerald Coast Pkwy Miramar Beach, FL 32550 (Walton County) | Sandestin c/o Sandestin
| Legendary Assets & Operations, LLC (Tenant) | 03/14/2016 | 03/13/2021 | one 5-year renewal |
| Lease Agreement, dated October 13, 2014 | 5820 Lake Oconee Pkwy Greensboro, GA 30642 (Greene County) | Boats with Gusto, LLC (Owner & Landlord) | Singleton Assets & Operations, LLC (Tenant) | 10/13/2014 | 01/30/2022 | No extension |
| Commercial Lease Agreement, dated July 24, 2014 | 5529 Lanier Islands Pkwy Buford, GA 30518 (Hall County) | AnnWill, LLC (Owner & Lessor) | Singleton Assets & Operations, LLC (Lessee) | 08/01/2014 | 07/31/2029 | NONE |
| Lease Agreement, dated August 8, 2014 | adjacent to preceding prop. 0 McEver Road Buford, GA 30518 (Hall County) | CBD Investments, LLC (Owner & Landlord) | Cobalt Boats of Atlanta, LLC (Tenant) | 08/11/2014 | 8/11/2017 | NONE |
| Assignment, Assumption & Landlord Consent, dated October 1, 2014 | SAME AS ABOVE | Cobalt Boats of Atlanta, LLC (Assignor)
| Singleton Assets & Operations, LLC
Assignee
| SAME | SAME | NONE |
| Lease Agreement, dated January 25, 2010 | 6900 Lanier Islands Pkwy Buford, GA 30518 (Hall County) | PS Marinas I, LP c/o Westrec Marina Management, Inc. (Master Landlord) - the property is owned by the U.S. Army Corp of Engineers | Blue Creek Marina, LLC (Assignee & Tenant) | 04/01/2017 | 12/31/2020 | NONE |
| First Amendment to Lease dated February 1, 2016 | SAME AS ABOVE | SAME AS ABOVE | SAME AS ABOVE | 05/31/2012 | 10/01/2016 | NONE |
| Second Amendment to Lease dated January 25, 2010 | SAME AS ABOVE | SAME AS ABOVE | SAME AS ABOVE | 07/24/2015 | 10/01/2026 | NONE |
| 3rd Amendment to 01/25/2010 Lease, dated April 15, 2013 | SAME AS ABOVE | SAME AS ABOVE | SAME AS ABOVE | No change to dates. Permits SMG to install and operate a cable system at the marina. |
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| 4th Amendment to 01/25/2010 Lease, dated July 24, 2015 | SAME AS ABOVE | SAME AS ABOVE | SAME AS ABOVE | Extension of Term | 10/01/2026 | NONE |
| Assignment, Assumption & Landlord Consent, dated January 25, 2010 | SAME AS ABOVE | Blue Creek Marina, LLC Assignor
| Singleton Assets & Operations, LLC Assignee
| SAME | SAME | NONE |
| Lease Agreement, dated January 25, 2010 | 6900 Lanier Islands Pkwy
Corporate office space
| PS Marinas I, LP c/o Westrec Marina Management, Inc. (Master Landlord) - the property is owned by the U.S. Army Corp of Engineers | Singleton Assets & Operations, LLC (Assignee & Tenant) | 04/01/2017 | 12/31/2020 | NONE |
| Lease Agreement, dated July 1, 2016 | 6700 Lanier Islands Pkwy
Lazy Dayz
| Holiday Marina, LLC c/o Westrec Marina Management, Inc. (Master Landlord) - the property is owned by the U.S. Army Corp of Engineers | Singleton Assets & Operations, LLC (Tenant) | 07/01/2016 | 10/01/2026 | NONE |
| Commercial Lease Agreement, dated July 24, 2014 | 6275 Lanier Islands Pkwy Buford, GA 30518 (Hall County) | Linda C. Singleton, LLC (Owner & Lessor) | Singleton Assets & Operations, LLC (Lessee) | 08/01/2014 | 07/31/2029 | NONE |
| Commercial Lease Agreement, dated July 24, 2014 | 3149 Shoreland Dr. Buford, GA 30518 (Hall County) | Blue Creek Marina, LLC (Owner & Lessor) | Singleton Assets & Operations, LLC (Lessee) | 08/01/2014 | 07/31/2029 | NONE |
| Lease Agreement, dated March 31, 2015 | 6516 Lanier Islands Pkwy Buford, GA 30518 (Hall County) | Lawrence & Sharon Sosnow (Owner & Landlord) | Singleton Assets & Operations, LLC (Tenant) | 03/31/2015 | 03/31/2020 | one 5-year renewal |
| Commercial Lease Agreement, dated May 1, 2015 | 45 Bartlett Ferry Rd. Fortson, GA 31808 (Harris County) | Sing Properties, LLC (Owner & Lessor) | Singleton Assets & Operations, LLC (Lessee) | 05/01/2015 | 05/01/2025 | NONE |
| Lease Agreement, dated June 1, 2016 | 2540 E. Highway 90 Bronston, KY 42633 (Pulaski County) | Jimmy H. Troxtell, Ruth F. Troxtell, and Jimmy H. Troxtell, Jr. (Owner & Landlord) | Singleton Assets & Operations, LLC (Tenant) | 06/01/2016 | 06/01/2031 | two 5-year extensions |
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| Lease Agreement, dated June 1, 2016 | 6590 S. Highway 27 Somerset, KY 42501 (Pulaski County) | Jimmy H. Troxtell, Ruth F. Troxtell (Owner & Landlord) | Singleton Assets & Operations, LLC (Tenant) | 06/01/2016 | 06/01/2031 | two 5-year extensions |
| Lease Agreement, dated March 1, 2017 | 411 Winchester Creek Rd. Grasonville, MD 21638 (Queen Anne’s) | GYI, LLC (Owner & Landlord) | Midwest Assets & Operations, LLC (Tenant) | 03/01/2017 | 03/31/2032 | two 5-year extensions |
| Lease for Commercial Office Space at Bay Bridge Marina, dated May 1, 2015 | 301 Pier One Rd. Stevensville, MD 21666 (Queen Anne’s) | Great American Life Ins. Co. (Owner) & Brothers Prop. Mgmt. (Landlord) | Midwest Assets & Operations, LLC (Tenant) | 05/01/2015 | 4/30/2016 | NONE |
| First Amendment to Lease for Commercial Office Space at Bay Bridge Marina, dated February 1, 2016 | SAME AS ABOVE | SAME AS ABOVE | Midwest Assets & Operations, LLC. | 05/01/2016 | 4/30/2017 | NONE |
| Second Amendment to Lease for Commercial Office Space at Bay Bridge Marina, dated March 1, 2017 | SAME AS ABOVE | SAME AS ABOVE | Midwest Assets & Operations, LLC (Tenant) | 05/01/2017 | 04/30/2022 | NONE |
| Lease Agreement, dated June 1, 2018 | 100 Falmouth Rd. 0 Falmouth Rd. 17 Bowdoin Rd.
| T & C NOMINEE TRUST u/d/t dated September 22, 2010 (Owner & Landlord) | Bosun’s Assets & Operations, LLC (Tenant) | 06/01/2018 | 05/31/2028 | two 5-year extensions |
| Lease Agreement, dated June 1, 2018 | 205 Newbury St. & 207 Newbury St.
| BOSUN’S NEWBURY NOMINEE TRUST u/d/t dated August 2, 2006 (Owner & Landlord) | Bosun’s Assets & Operations, LLC (Tenant) | 06/01/2018 | 05/31/2028 | two 5-year extensions |
| Lease Agreement, dated June 1, 2018 | 1209 E. Falmouth Hwy. East Falmouth, MA 02536 (Barnstable County) | R & G REALTY TRUST u/d/t dated December 6, 2011 (Owner & Landlord) | Bosun’s Assets & Operations, LLC (Tenant) | 06/01/2018 | 05/31/2028 | two 5-year extensions |
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| Slip Rental Agreement, dated June 1, 2018 | 21 Frog Pond Close Mashpee, MA 02649 (Barnstable County) | SHOESTRING BAY NOMINEE TRUST u/d/t dated December 12, 2001 (Owner & Landlord) | Bosun’s Assets & Operations, LLC (Tenant) | 06/01/2018 | 10/31/2018 | NONE |
| Dockage Application and License Agreement | 1 Pier 8 13th St. Boston, MA 02129 (Suffolk County) | Charlestown Marina, LLC (Owner & Landlord) | Bosun’s Marine, Inc. (Tenant) | 05/01/2018 | 10/31/2018 | NONE |
| Assignment, dated June 1, 2018 | SAME | Bosun’s Marine, Inc. (Assignor) | Bosun’s Assets & Operations, LLC (Assignee) | 06/01/2018 | SAME | SAME |
| 2018 Summer Inquiry/Reservation dated Oct. 24, 2007 | 10 White St. Salem, MA 01970 (Essex County) | SHM Hawthorne Cove, LLC (Owner & Landlord) | Bosun’s Marine, Inc. (Tenant) | 05/01/2018 | 11/15/2018 | NONE |
| Assignment, dated June 1, 2018 | SAME | Bosun’s Marine, Inc. (Assignor) | Bosun’s Assets & Operations, LLC (Assignee) | 06/01/2018 | SAME | SAME |
| 2018 Slip Agreement dated January 15, 2018 | 70 Green Harbor Rd. East Falmouth, MA 02536 (Barnstable County) | Green Pond Marina Associates, Inc. Hoboken, LLC
| Bosun’s Marine, Inc. (Tenant) | 05/01/2018 | 10/31/2018 | NONE |
| Assignment, dated June 1, 2018 | SAME | Bosun’s Marine, Inc. (Assignor) | Bosun’s Assets & Operations, LLC (Assignee) | 06/01/2018 | SAME | SAME |
| Lease of Land, dated Jan. 1, 2012 | 614 East Falmouth Hwy. East Falmouth, MA 02536 (Barnstable County) | The Cinroc, LLC Paulino P. Rodriques, Trustee of the Cinroc Realty Trust
| Bosun’s Marine, Inc. (Tenant) | 01/01/2012 | 12/31/2015 | two 3-year extensions |
| Assignment, dated June 1, 2018 | SAME | Bosun’s Marine, Inc. (Assignor) | Bosun’s Assets & Operations, LLC (Assignee) | 06/01/2018 | SAME | SAME |
| Lease Agreement, dated March 1, 2018 | 1 Icard Ln. New Rochelle, NY 10805 (Westchester) | Giacobbe Enterprises, Inc. (Owner & Landlord) | Midwest Assets & Operations, LLC (Tenant) | 03/01/2018 | 02/28/2019 | NONE |
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| Commercial Lease Agreement, dated April 1, 2017 | 1322 & 1324 Airlie Rd. Wilmington, NC 28403 (New Hanover) | Crocker’s Landing Association, Inc. (Owner) & Crocker’s Landing, LLC (Landlord) | Midwest Assets & Operations, LLC (Tenant) | 04/01/2017 | 03/31/2022 | NONE |
| Lease Agreement dated August 1, 2017 | 1611 Sawmill Parkway Huron, OH 44839 (Erie County) | Three SeaSons Partners, LLC (Owner and Landlord) | South Shore Lake Erie Assets & Operations, LLC (Tenant) | 08/01/2017 | 07/31/2032 | two 5-year extensions |
| Lease Agreement, dated June 1, 2017 | 1535 Sawmill Pkwy Huron, OH 44839 (Erie County) | Al Sentzel (Owner and Landlord) | South Shore Lake Erie Assets & Operations, LLC (Tenant) | 06/01/2017 | 06/01/2018 | NONE |
| Business Property Lease, dated October 1, 2017 | 3994 E. Harbor Road Port Clinton, OH 43452 (Ottawa County) | Knoll Crest Investors, LTD (Owner and Landlord) | South Shore Lake Erie Assets & Operations, LLC (Tenant) | 10/01/2017 | 9/30/2018 | one 12-month extension |
| Summer Dock Agreement dated August 1,2017 | 350 Huron Street P.O. Box 176 Huron, OH 44839 (Erie County) | Huron Yacht Club, Inc. (Owner and Landlord) | South Shore Lake Erie Assets & Operations, LLC (Tenant) | 08/01/2017 | 08/01/2018 | NONE |
| SonRise Summer Dockage Agreement dated October 15, 2016 | 1535 First Street Sandusky, OH 44870 (Erie County) | Hoty Marine Group, LLC d/b/a SonRise Marina (Owner and Landlord) | South Shore Lake Erie Assets & Operations, LLC (Tenant) | 10/01/2016 | 08/01/2018 | NONE |
| Lease Agreement, dated April 1, 2018 | 9481 State Route 708 N. & 9488 State Route 708 & 9494 State Route 708 & 9506 State Route 708 & 9637 State Route 235 N. & 8967 Court St. & Chestnut St. & 8852 Chautauqua Blvd. & 8866 Chautauqua Blvd. & 8875 Chautauqua Blvd. & 525 Washington Ave. & 539 Washington Ave. | REBO, Inc. (Owner and Landlord) | Midwest Assets & Operations, LLC (Tenant) | 04/01/2018 | 03/31/2033 | two 5-year extensions |
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| Lease Agreement, dated May 18, 2017 | 405 Main St. Russells Point, OH 43348 (Logan County) | Bruce A. Roby (Owner & Landlord) | Rebo, Inc. (Tenant) | 05/01/2017 | 04/30/2022 | one 5-year extensions |
| Assignment, Assumption & Landlord Consent, dated April 1, 2018 | SAME AS ABOVE | Rebo, Inc. (Assignor) | Midwest Assets & Operations, LLC (Assignee) | SAME | SAME | SAME |
| Lease Agreement, dated July 22, 2017 | 11520 Township Rd. 87 Buildings 1, 2, 6 & 7 Lakeview, OH 43331 (Logan County) | TRD Leasing, LLC 87-93 W 9th Township Road 87
| Rebo, Inc. (Tenant) | 09/10/2017 | 09/1/2018 | four 1-year extensions |
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| Assignment, Assumption & Landlord Consent, dated April 1, 2018 | SAME AS ABOVE | Rebo, Inc. (Assignor) | Midwest Assets & Operations, LLC (Assignee) | SAME | SAME | SAME |
| Office Lease Agreement, dated April 1, 2017 | 33 Lockwood Dr. Charleston, SC 29401 (Charleston County) | AMH-Ashley Marina, LLC (Owner & Landlord) | Midwest Assets & Operations, LLC (Tenant) | 04/01/2017 | 03/30/2018 | two 24-month extensions |
| Lease Agreement, dated February 27, 2019 | 24 Patriots Point Rd. Mt. Pleasant, SC 29464 (Charleston County) | Patriots Point Brothers Property Management Corp. d/b/a Charleston Harbor Resort & Marina at Patriot’s Point
| Midwest Assets & Operations, LLC (Tenant) | 03/01/2019 | 02/28/2020 | NONE |
| 2019 Charleston Harbor Resort & Marina License Agreement for Dockage, dated February 26, 2019 (50’ Dock Slip) | 24 Patriots Point Rd. Mt. Pleasant, SC 29464 (Charleston County) | Patriots Point Brothers Property Management Corp. d/b/a Charleston Harbor Resort & Marina at Patriot’s Point
| Midwest Assets & Operations, LLC (Tenant) | 03/01/2019 | 02/28/2020 | NONE |
| 2019 Charleston Harbor Resort & Marina License Agreement for Dockage, dated March 19, 2019 (50’ Dock Slip) | 24 Patriots Point Rd. Mt. Pleasant, SC 29464 (Charleston County) | Patriots Point Brothers Property Management Corp. d/b/a Charleston Harbor Resort & Marina at Patriot’s Point
| Midwest Assets & Operations, LLC (Tenant) | 04/01/2019 | 03/31/2020 | NONE |
| 2019 Charleston Harbor Resort & Marina License Agreement for Dockage, dated March 19, 2019 (40’ Dock Slip) | 24 Patriots Point Rd. Mt. Pleasant, SC 29464 (Charleston County) | Patriots Point Brothers Property Management Corp. d/b/a Charleston Harbor Resort & Marina at Patriot’s Point
| Midwest Assets & Operations, LLC (Tenant) | 04/01/2019 | 03/31/2020 | NONE |
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| Lease Agreement, dated June 1, 2015 | 3216 Highway 378 Leesville, SC 29070 (Lexington County) | A & M Properties, LLC (Owner & Landlord) | Singleton Assets & Operations, LLC (Tenant) | 06/01/2015 | 06/01/2030 | two 5-year extensions |
| Lease Agreement, dated January 1, 2018 | 3214 Highway 378 Leesville, SC 29070 (Lexington County) | “Edith D. Giddens Rev. Trust, dated 11/27/13
William H. Giddens Trust, dated 11/27/13”
| Singleton Assets & Operations, LLC (Tenant) | 01/01/2018 | 12/31/2020 | NONE |
| Commercial Lease Agreement, dated July 24, 2014 | 15597 North Highway 11 Salem, SC 29676 (Oconee County) | North Keowee Land, LLC (Owner & Lessor) | Singleton Assets & Operations, LLC (Lessee) | 08/01/2014 | 07/31/2029 | NONE |
| Lease Agreement, June 13, 2013 | 152 & 135 Mariner Circle Sunset, SC 29685 (Pickens County) | The Cliffs Club at Keowee Vineyards, LLC (Owner & Landlord) | Singleton Assets & Operations, LLC (Tenant) | 04/01/2013 | 10/31/2015 | one 1-year extension |
| Lease Agreement, dated February 1, 2019 | 10439 Broad River Road
(Richland County)
| Clepper Brothers, LLC (Owner & Landlord) | Singleton Assets & Operations, LLC (Tenant) | 02/01/2019 | 01/312029 | two 5-year extensions |
| Lease Agreement, dated October 30, 2011 | 1520 N. Stemmons Fwy Lewisville, TX 75067 (Denton County) | Phil Dill Boats, Inc. (Owner & Landlord) | North Keowee Land, LLC (Tenant) | 10/30/2011 | 11/30/2021 | two 5-year extensions |
| Sublease Agreement, dated October 31, 2011 | SAME AS ABOVE | North Keowee Land, LLC (Leaseholder & Sublandlord) | Cobalt Boats of Atlanta, LLC (Subtenant) | 10/31/2011 | 11/30/2021 | two 5-year extensions |
| Lease, dated April 27, 2000 | 2908 N. Stemmons Fwy Lewisville, TX 75077 (Denton County) | U.S. Army Corps of Engineers (Owner) | City of Lewisville (Prime Landlord) | 04/15/2000 | 04/14/2025 | NONE |
| Concession Agreement, dated December 11, 2000 | SAME AS ABOVE | City of Lewisville (Prime Landlord) | L.J.H. Corporation (Concessionaire) | 12/11/2000 | SAME | NONE |
| Lease Agreement, dated October 2, 2000 | SAME AS ABOVE | L.J.H. Corporation (Concessionaire) | Trett Enterprises, Inc. (Sublandlord) | 04/15/2000 | SAME | NONE |
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| Extension and Modification Agreement, dated November 14, 2000 (original - Sales, Lease and Operating Agreement, dated December 14, 1994)
| SAME AS ABOVE | Trett Enterprises, Inc. (Sublandlord) | The Slalom Shop, Inc. (Sub-Sublandlord) | 04/15/2000 | SAME | NONE |
| Commercial Real Property Sublease, dated December 14, 2018 | SAME AS ABOVE | The Slalom Shop, Inc. (Sub-Sublandlord) | Singleton Assets & Operations, LLC (Tenant) | 12/01/2018 | SAME | NONE |
| Commercial Lease Agreement, dated December 10, 2007 | 2700 NASA Rd. 1921 Larrabee St.
| 2700 NASA Parkway, LP (Owner & Landlord) | Texas Marine & Brokerage, Inc. (Tenant) | 02/01/2008 | 01/31/2013 | two 2-year extensions |
| First Amendment to Lease Agreement, dated December 10, 2007 | SAME AS ABOVE | SAME AS ABOVE | SAME AS ABOVE. | 11/30/2015 | 01/31/2018 | two 2-year extensions |
| Second Amendment to Lease Agreement, dated December 10, 2007 | SAME AS ABOVE | SAME AS ABOVE | SAME AS ABOVE | 05/28/2017 | 01/31/2020 | two 2-year extensions |
| Assignment, Assumption & Landlord Consent, dated December 10, 2007 | SAME AS ABOVE | Texas Marine & Brokerage, Inc (Assignor) | Singleton Assets & Operations, LLC (Assignee) | SAME | SAME | two 2-year extensions |
| Lease Agreement, dated February 01, 2018 | 1140 Interstate 10 N. (Jefferson County)
| JHMH REALTY, LLC - BEAUMONT SERIES (Owner & Landlord) | Singleton Assets & Operations, LLC (Tenant) | 02/01/2018 | 01/31/2033 | two 5-year extensions |
| Commercial Lease Agreement, dated July 24, 2014 | 15096 Interstate 45 S. Conroe, TX 77384 (Montgomery County) | Sing Properties, LLC (Owner & Landlord) | Singleton Assets & Operations, LLC (Tenant) | 08/01/2014 | 07/31/2029 | NONE |
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| Commercial Lease Agreement, dated October 13, 2016 | 801 S. Interstate 45 Conroe, TX 77301 (Montgomery County) | Gene & Betty Wolf (Owner & Landlord) | Singleton Assets & Operations, LLC (Tenant) | 11/01/2016 | 11/30/2022 | one 5-year extensions |
| Commercial Lease Agreement, dated February 1, 2018 | 1107 Interstate 45 S. 300 Austin Road Conroe, TX 77301
| JHMH REALTY, LLC - CONROE SERIES (Owner & Landlord) | Singleton Assets & Operations, LLC (Tenant) | 02/01/2018 | 01/31/2033 | two 5-year extensions |
| Commercial Lease Agreement, dated February 2, 2015 | 1219 Interstate 45 S. Conroe, TX 77301 (Montgomery County) | Ben Perdue (Owner & Landlord) | Texas Marine of Houston, Inc. (Tenant) | 04/01/2015 | 03/31/2020 | NONE |
| Assignment, Assumption & Landlord Consent, dated February 2, 2015 | SAME AS ABOVE | Texas Marine of Houston, Inc
(Assignor)
| Singleton Assets & Operations, LLC (Assignee) | SAME | SAME | NONE |
| Commercial Lease Agreement, dated February 1, 2018 | 319 Post Oak Dr. Conroe, TX 77301 (Montgomery County) | Pine Ridge Apartments, LLC (Owner & Landlord) | Singleton Assets & Operations, LLC (Tenant) | 02/01/2018 | 10/01/2022 | NONE |
| Commercial Real Property Lease, dated December 14, 2018 | 118 Lavilla Road Graford, TX 76449 (Palo Pinto County) | Martin Properties, LLC (Owner & Landlord) | Singleton Assets & Operations, LLC (Tenant) | 12/01/2018 | 12/01/2033 | two 5-year extensions |
| Lease Agreement, dated August 2, 2019 | 1460 Hwy 98 West (Okaloosa County) or 1450 Highway 98 W. Mary Esther, FL 32569 (Okaloosa County) & 1 Rush Road Mary Esther, FL 32569 (Okaloosa County)
| OWM Mary Esther FL Landlord, LLC (Owner & Landlord) | Legendary Assets & Operations, LLC (Tenant) | 08/2/2019 | 08/2/2024 | Four 5-year extensions |
| Lease Agreement, dated August 2, 2019 | 651 South Federal Hwy. Pompano Beach, FL 33060 | OWM Pompano Beach FL Landlord, LLC (Owner & Landlord) | Midwest Assets & Operations, LLC (Tenant) | 08/2/2019 | 08/2/2024 | Four 5-year extensions |
| Lease Agreement, dated August 2, 2019 | 100 Ridge Rd. Canton, GA 30114 | OWM Canton GA Landlord, LLC (Owner & Landlord) | Singleton Assets & Operations, LLC (Tenant) | 08/2/2019 | 08/2/2024 | Four 5-year extensions |
| Description of Instrument | Address of the Subject Real Estate (including county) | Lessor’s Name and Authority | Lessee’s Name | effective date | Termination date | any renewal term or extension available |
| Lease Agreement, dated August 2, 2019 | 81500 Overseas Hwy. Islamorada, FL 33036 101 Mastic Street Islamorada, FL 33036
| OWM Islamorada FL Landlord, LLC (Owner & Landlord) | South Florida Assets & Operations, LLC (Tenant) | 08/2/2019 | 08/2/2024 | Four 5-year extensions |
| Lease Agreement, dated August 29, 2019 | 2501 72nd St. N St. Petersburg, FL 33707 (Pinellas County)
| Central Marine Service, Inc. (Owner & Landlord) | South Florida Assets & Operations, LLC (Tenant) | 08/01/2019 | 07/31/2034 | Two 5-year extensions |
| Lease Agreement, dated August 29, 2019 | 3515 Tyrone Blvd N St. Petersburg, FL 33707 (Pinellas County) & 3535 Tyrone Blvd N St. Petersburg, FL 33707 (Pinellas County) & 3545 Tyrone Blvd N St. Petersburg, FL 33707 (Pinellas County)
| Central Marine Service, Inc. (Owner & Landlord) | South Florida Assets & Operations, LLC (Tenant) | 08/01/2019 | 07/31/2034 | Two 5-year extensions |
| Lease Agreement, dated August 29, 2019 | 200 NW Alice Ave. Stuart, FL 34994 (Martin County)
| Central Marine Properties East, LLC (Owner & Landlord) | South Florida Assets & Operations, LLC (Tenant) | 08/01/2019 | 07/31/2034 | Two 5-year extensions |
Each agreement listed herein above is in full force and effect and the Credit Parties do not have Knowledge of any default that has occurred and is continuing thereunder, and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.
