(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1 N. Field Court

Lake Forest, Illinois

Providing for a maturity date of March 21, 2016, except in certain instances as described in the definition of Commitment Termination Date (as defined in the Credit Agreement).

Amending the minimum fixed charge coverage ratio requirement from 1.1 to 1.0 to 1.0 to 1.0, which is applicable only when the Availability (as defined in the Credit Agreement) falls below certain thresholds. The Company’s ability to borrow under the facility can be affected by compliance with the minimum fixed charge test. During periods when the Company is below this covenant requirement, borrowing capacity is reduced by the Availability requirement, which has been lowered from $60,000,000 to $37,500,000. The Company met the fixed charge requirement of 1.0 to 1.0 as of December 31, 2010. As required by the Credit Agreement, the Company amended the financial covenant in its floorplan financing joint venture agreement with a subsidiary of GE Capital Corporation to conform to the minimum fixed charge coverage requirement in the Credit Agreement.

Amending the provision that limits the amount that can be borrowed to an amount equal to the lesser of (x) $300,000,000 (which used to be $400,000,000) and (y) the Borrowing Base, which continues to be defined as the sum of accounts receivable and inventory of certain domestic subsidiaries (each of which will be subject to advance rates agreed by the lenders) as amended by the Credit Agreement. The Borrowing Base may also be increased at the election of the Company to include an amount up to $25,000,000 in respect of equipment. Accordingly, the amount that may be borrowed under the facility will depend upon the amount of the Borrowing Base. It is possible that under certain circumstances in future periods, the Availability under the facility will be less than $300,000,000. At the closing, the Borrowing Base was approximately $270,000,000.

Amending the annual interest rate to be, initially, either Adjusted Eurocurrency Rate (as defined in the Credit Agreement) plus a margin of 2.75%, or a base rate plus a margin of 1.75%. After the first delivery of financial statements, the annual interest rate will be determined by reference to a grid based on the Company’s Leverage Ratio (as defined in the Credit Agreement), with a range of 2.25% to 3.00% plus Adjusted Eurocurrency Rate, and a range of 1.25% to 2.00% plus the base rate. The base rate will continue to be the highest of the federal funds rate plus 0.50%, the prime rate established by JPMorgan Chase Bank, N.A. or the one-month Adjusted Eurocurrency Rate plus 1.00%.

Amending the applicable commitment fee rate on the unused portion of the credit facility to be, initially, 0.50% per year. After the first delivery of financial statements, the rate will be determined by reference to a grid based on the Company’s Leverage Ratio, with a range of 0.250% to 0.625%.

As with the Prior Credit Agreement, the new facility requires that the Company and the subsidiary guarantors enter into a pledge and security agreement with JPMorgan Chase Bank, N.A. as administrative agent, pursuant to which the obligations of the Company and the guarantees of the subsidiaries under the Credit Agreement are secured by a first priority security interest in most of the Company’s and the subsidiary guarantors’ existing and future accounts receivable, inventory, equipment, intellectual property, other personal property and equity interests in substantially all their present and future directly held domestic subsidiaries. However, the new facility amends the definition of collateral securing the obligations of the Company and guarantees of the subsidiaries to include the domestic receivables of the Mercury Marine division of the Company and to exclude certain previously included assets, including, among other things, Foreign Equity Interests (as defined in the Credit Agreement).

Adding an incremental facility whereby the commitments under the facility may be increased by up to $100,000,000 without the consent of the Required Lenders (as defined in the Credit Agreement).

As with the Prior Credit Agreement, the new facility contains negative covenants that, among other things, limit the ability of the Company and certain of its subsidiaries, subject to exceptions, to, in certain circumstances, (i) incur indebtedness, (ii) issue preferred stock, (iii) create liens, (iv) merge or consolidate with certain entities, (v) dispose of property, (vi) undertake transactions with affiliates, (vii) make investments, loans, advances, guarantees and acquisitions, (viii) engage in sale and leaseback transactions, (ix) make restricted payments or payments of certain indebtedness, (x) enter into restrictive agreements, (xi) amend certain material documents, (xii) incur amounts in respect of customer finance program obligations exceeding a certain threshold, (xiii) enter into certain swap or similar agreements and (xiv) make changes in fiscal periods or lines of business. However, the negative covenants in the new facility are less restrictive than those contained in the Prior Credit Agreement and certain covenant restrictions, including repayment of debt, apply only if the Payment Conditions (as defined in the Credit Agreement) are not met.

Exhibit No.

Description of Exhibit

/s/ Peter B. Hamilton

Name: Peter B. Hamilton

Title: Senior Vice President and Chief Financial Officer

Exhibit No.

Description of Exhibit