<PAGE>   1
                                                                   EXHIBIT 10.11


NationsBank
NationsBank, N.A.






                         FOURTH AMENDMENT TO AMENDED AND
                      RESTATED LOAN AND SECURITY AGREEMENT

                                      among

                          OUTBOARD MARINE CORPORATION,
                         OMC ALUMINUM BOAT GROUP, INC.,
                          OMC FISHING BOAT GROUP, INC.,
                       OMC LATIN AMERICA/CARIBBEAN, INC.,
                                       and
                   RECREATIONAL BOAT GROUP LIMITED PARTNERSHIP
                          as Borrowers and Guarantors,

                                       and

                       OMC RECREATIONAL BOAT GROUP, INC.,
                                       and
               (and the other Borrowers and/or Guarantors, if any,
                        from time to time party hereto),

                               NATIONSBANK, N.A.,
                             as Agent and a Lender,

        (and the other Lenders, if any, from time to time party hereto),
                                   as Lenders


                     Dated effective as of February 1, 1999


<PAGE>   2
                         FOURTH AMENDMENT TO AMENDED AND
                      RESTATED LOAN AND SECURITY AGREEMENT


         THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT ("Amendment"), dated effective as of February 1, 1999, is executed and
entered into by and among OUTBOARD MARINE CORPORATION, a Delaware corporation
("OMC"), OMC ALUMINUM BOAT GROUP, INC., a Delaware corporation OMC FISHING BOAT
GROUP, INC., a Delaware corporation, OMC LATIN AMERICA/CARIBBEAN, INC., a
Delaware corporation, RECREATIONAL BOAT GROUP LIMITED PARTNERSHIP, a Delaware
limited partnership, OMC RECREATIONAL BOAT GROUP, INC., a Delaware corporation
(collectively all of the "Loan Parties," as of the effective date hereof, under
the Amended and Restated Loan and Security Agreement referenced under the
Recitals hereinbelow; herein called the "Loan Parties"), each of the lending
institutions signatory hereto (collectively all of the "Lenders," as of the
effective date hereof, under the Amended and Restated Loan and Security
Agreement referenced under the Recitals hereinbelow; herein called the
"Lenders") and NATIONSBANK, N.A., a national banking association and successor
in interest by merger to NationsBank of Texas, N.A., in its capacity as agent
for itself and the other Lenders (in such capacity, together with its successors
and assigns in such capacity, herein called "Agent").


                                    RECITALS:

         A. The Loan Parties, the Lenders and Agent are parties to the certain
Amended and Restated Loan and Security Agreement dated effective as of January
6, 1998, as amended by the certain First Amendment to Loan and Security
Agreement dated effective as of May 21, 1998, the Second Amendment to Amended
and Restated Loan and Security Agreement dated effective as of August 31, 1998,
and the Third Amendment to Amended and Restated Loan and Security Agreement
dated effective as of December 21, 1998 (hereinafter called the "Agreement").
Unless otherwise defined in this Amendment, terms defined by the Agreement,
where used in this Amendment, shall have the same meanings as are prescribed by
the Agreement, as amended by this Amendment.

         B. The Loan Parties, the Lenders and Agent have agreed to amend the
Agreement as provided hereinbelow.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:


                                    ARTICLE 1

                                   Definitions

         Section 1.1 Definitions. Unless otherwise defined in this Amendment,
each capitalized term used in this Amendment, shall have the same meaning given
to such term in the Agreement, as amended by this Amendment.

<PAGE>   3
                                    ARTICLE 2

                                   Amendments

         Section 2.1 Amendment to Definition of "Borrowing Base" in Article 1 of
the Agreement. Effective as of February 1, 1999, the definition of "Borrowing
Base" in Article 1 of the Agreement is hereby amended and restated in its
entirety to read as follows:

         "Borrowing Base" means, at any time, an amount equal to the lesser of:

                  (a)      the maximum principal amount of the Revolving Credit
                           Facility, minus the sum of

                           (i)      the Letter of Credit Reserve, plus

                           (ii)     the Reserve, or

                  (b)      an amount equal to the sum of

                           (i)      85% (or such lesser percentage as Agent may
                                    determine pursuant to Section 2.5) of the
                                    face value of Eligible Receivables that are
                                    determined by Agent in its discretion to be
                                    Qualified L/C Supported Receivables at such
                                    time, plus

                           (ii)     85% (or such lesser percentage as Agent may
                                    determine pursuant to Section 2.5) of the
                                    face value of Eligible Receivables that are
                                    determined by Agent in its discretion to be
                                    Qualified Guaranteed Receivables at such
                                    time, plus

                           (iii)    85% (or such lesser percentage as Agent may
                                    determine pursuant to Section 2.5) of the
                                    face value of Eligible Domestic Receivables
                                    (other than Qualified L/C Supported
                                    Receivables or Qualified Guaranteed
                                    Receivables) at such time, plus

                           (iv)     75% (or such lesser percentage as Agent may
                                    determine pursuant to Section 2.5) of the
                                    Dollar Equivalent face value of Eligible
                                    Foreign Receivables (other than Qualified
                                    L/C Supported Receivables or Qualified
                                    Guaranteed Receivables) at such time,
                  plus
                           (v)      the lesser of

                                    (A)      60% with respect to Eligible
                                             Domestic Inventory and 50% with
                                             respect to Eligible Foreign
                                             Inventory (or such lesser
                                             percentage as Agent may determine
                                             pursuant to Section 2.5) of the
                                             lesser of cost determined on a FIFO
                                             (or first-in-first-out) accounting
                                             basis or fair market value of such
                                             Eligible Inventory, as applicable,
                                             net of the Loan Parties' reserve
                                             for obsolescence (if any), at
                                             such time, plus, during the


                                        2


<PAGE>   4


                                    period of January 1, 1998 through April 30,
                                    1998, the period of January 1, 1999 through
                                    June 30, 1999, and the period of January 1
                                    through April 30 of any calendar year
                                    thereafter, 35% (or such lesser percentage
                                    as Agent may in its discretion determine
                                    from time to time) of the lesser of cost
                                    determined on a FIFO (or first-in-first-out)
                                    accounting basis or fair market value of
                                    Eligible Work-In-Process Inventory, net of
                                    the Loan Parties' reserve for obsolescence
                                    (if any), at such time or

                                    (B)     $75,000,000, minus

                           (vi)     the Letter of Credit Reserve; plus

                           (vii)    provided that the representations of
                                    Borrowers under Section 7.1(z) are and
                                    remain true and correct, during any single
                                    period commencing during any calendar year,
                                    determined as provided hereinbelow (herein
                                    called a "Designated Period"), (i)
                                    $30,000,000 at any time during the period
                                    from the Agreement Date through December 30,
                                    1998, (ii) $20,000,000 at any time during
                                    any portion of a Designated Period that
                                    occurs during the period December 31, 1998
                                    through January 31, 1999 or $30,000,000 at
                                    any time during any portion of such
                                    Designated Period that occurs during the
                                    period February 1, 1999 through December 30,
                                    1999, (ii) $10,000,000 at any time during
                                    the period from December 31, 1999 through
                                    December 30, 2000 and (iv) $0.00 on or at
                                    any time after December 31, 2000; provided,
                                    that any such Designated Period for any
                                    calendar year shall begin on the Business
                                    Day, if any, during such year on which the
                                    aggregate outstanding balance of Loans first
                                    exceeds an amount equal to the aggregate
                                    amount determined under paragraph (b) of
                                    this definition without regard to this
                                    subparagraph (vii), and shall terminate on
                                    the earlier of (a) the expiration of one
                                    hundred eighty (180) days thereafter or (b)
                                    December 31 of such year;

provided that with respect to clause (b) preceding, Agent may deduct any Reserve
prior to application of the relevant percentages used to calculate the Borrowing
Base as set forth herein.

                                    ARTICLE 3

                                  Miscellaneous

         Section 3.1 Limited Waiver. Agent and the Lenders hereby waive any
Event of Default resulting solely from noncompliance with Subsection (c)
("Leverage Ratio") of Section 12.1 ("Financial Ratios") of the Agreement for the
period ending December 31, 1998,

                                        3
<PAGE>   5
provided, that such waiver is expressly limited as provided herein and shall not
impair the requirements of such Subsection with respect to any other time or
period.

         Section 3.2 Conditions Precedent. The effectiveness of this Amendment
is subject to the satisfaction of each of the following conditions precedent:

                  (a) Agent shall have received all of the following, each dated
         the date of this Amendment (unless otherwise indicated), in form and
         substance satisfactory to Agent:

                           (i) Amendment Documents. This Amendment, the certain
                  amendment fee letter agreement in connection therewith and any
                  other instrument, document or certificate required by Agent to
                  be executed or delivered by any of the Loan Parties, Agent or
                  the Lenders in connection with this Amendment, in each case
                  duly executed (the "Amendment Documents");

                           (ii) Fees and Expenses. Evidence that the costs and
                  expenses (including, without limitation, reasonable attorneys'
                  fees and expenses) incurred by Agent incident to this
                  Amendment or otherwise required to be paid in accordance with
                  Section 16.2 of the Agreement, to the extent incurred and
                  submitted to the Loan Parties, shall have been paid in full;

                           (iii) Additional Information. Agent shall have
                  received such additional documents, instruments and
                  information as Agent may reasonably request to effect the
                  transactions contemplated hereby; and

                           (iv) Consents. All consents required by Section 16.9
                  of the Agreement shall have been obtained (it being understood
                  that, pursuant to Section 16.9 of the Agreement, consent of
                  Agent and all Lenders shall be required for effectiveness of
                  Section 2.1 and consent of Agent and Required Lenders shall be
                  required for effectiveness of all other provisions of this
                  Agreement.

                  (b) The representations and warranties contained herein, in
         the Agreement and in all other Loan Documents, as amended hereby, shall
         be true and correct as of the date hereof as if made on the date hereof
         (except those, if any, which by their terms specifically relate only to
         a different date).

                  (c) All corporate proceedings taken in connection with the
         transactions contemplated by this Amendment and all other agreements,
         documents and instruments executed and/or delivered pursuant hereto,
         and all legal matters incident thereto, shall be satisfactory to Agent.

                  (d) After giving effect to Section 3.1, no Default or Event of
         Default shall have occurred and be continuing.

         Section 3.3 Representations and Warranties. The Loan Parties hereby
represent and warrant to, and agree with, Agent, for benefit of the Lenders,
that, as of the date of and after

                                        4



<PAGE>   6







giving effect to this Amendment, (a) the execution, delivery and performance of
this Amendment and any and all other Amendment Documents executed and/or
delivered in connection herewith have been authorized by all requisite corporate
action on the part of each of the Loan Parties (as applicable) and will not
violate any of such Loan Party's certificate of incorporation or bylaws (or, in
the case of Recreational Boat Group Limited Partnership, its certificate of
limited partnership or its limited partnership agreement), (b) all
representations and warranties set forth in the Agreement and in any other Loan
Document are true and correct as if made again on and as of such date (except
those, if any, which by their terms specifically relate only to a different
date) in the Agreement), (d) no Default or Event of Default has occurred and is
continuing, (e) the Agreement (as amended by this Amendment), and all other Loan
Documents are and remain legal, valid, binding and enforceable obligations in
accordance with the terms thereof, and (f) the certifications delivered to Agent
under clause (i), clause (ii) and clause (iii) of Section 6.1(c) of the
Agreement (in the case of the certification required by such clause (iii), as
subsequently modified pursuant to Section 6.1(b) of the Agreement) remain true,
correct and complete as of the effective date of this Amendment.

         Section 3.4 Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Loan Document
shall survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by Agent or any Lender, or any closing, shall
affect the representations and warranties or the right of Agent and the Lenders
to rely upon them.

         Section 3.5 Reference to Agreement. Each of the Loan Documents,
including the Agreement, the Amendment Documents and any and all other
agreements, documents or instruments now or hereafter executed and/or delivered
pursuant to the terms hereof or pursuant to the terms of the Agreement as
amended hereby, are hereby amended so that any reference in such Loan Documents
to the Agreement, whether direct or indirect, shall mean a reference to the
Agreement as amended hereby.

         Section 3.6 Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

         Section 3.7 Successors and Assigns. This Amendment is binding upon and
shall inure to the benefit of the Credit Parties and the Loan Parties and their
respective successors and assigns, except each of the Loan Parties may not
assign or transfer any of its rights or obligations hereunder without the prior
written consent of Agent and the Lenders.

         Section 3.8 General. This Amendment, when signed by each signatory as
provided hereinbelow (i) shall be deemed effective prospectively as of the
effective date specified in the preamble of this Amendment, (ii) contains the
entire agreement among the parties and may not be amended or modified except in
writing signed by all parties, (iii) shall be governed and construed according
to the laws of the State of Texas, and (iv) may be executed in any number of
counterparts, each of which shall be valid as an original and all of which shall
be one and the same agreement. A telecopy or other electronic transmission of
any executed counterpart shall be deemed valid as an original.


                                        5



<PAGE>   7
         THIS WRITTEN AGREEMENT REPRESENTS THE FINAL
         AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
         CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS
         OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
         ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers in several counterparts, signed on or
about February 11, 1998 but effective as of the date specified in the preamble
hereof.

                                       BORROWERS:
                                       
                                       OUTBOARD MARINE CORPORATION
                                       
                                       
                                       By: /s/ Andrew P. Hines
                                       Name: Andrew P. Hines
                                       Title: Executive Vice President and
                                       Chief Financial Officer
                                       
                                       By: /s/ Gordon G. Repp
                                       Name: Gordon G. Repp
                                       Title: Senior Counsel and Assistant
                                       Secretary
                                       
                                       OMC ALUMINUM BOAT GROUP, INC.
                                       
                                       
                                       By: /s/ Gordon G. Repp
                                       Name: Gordon G. Repp
                                       Title: Assistant Secretary and Treasurer
                                       
                                       
                                       By: /s/ Andrew P. Hines
                                       Name: Andrew P. Hines
                                       Title: Chief Financial Officer           

                                        6
<PAGE>   8
                                   OMC FISHING BOAT GROUP, INC.
                                   
                                   
                                   By: /s/ Gordon G. Repp
                                   Name: Gordon G. Repp
                                   Title: Assistant Secretary and Treasurer
                                   
                                   
                                   By: /s/ Andrew P. Hines
                                   Name: Andrew P. Hines
                                   Title: Chief Financial Officer
                                   
                                   
                                   
                                   OMC LATIN AMERICA/CARIBBEAN, INC.
                                   
                                   
                                   By: /s/ Andrew P. Hines
                                   Name: Andrew P. Hines
                                   Title: Chief Financial Officer
                                   
                                   
                                   By: /s/ Gordon G. Repp
                                   Name: Gordon G. Repp
                                   Title: Assistant Secretary
                                   
                                   
                                   
                                   RECREATIONAL BOAT GROUP
                                   LIMITED PARTNERSHIP
                                   
                                   By: OMC Recreational Boat Group, Inc.
                                   General Partner
                                   
                                   
                                   By: /s/ Gordon G. Repp
                                   Name: Gordon G. Repp
                                   Title: Assistant Secretary and Treasurer
                                   
                                   
                                   By: /s/ Andrew P. Hines
                                   Name: Andrew P. Hines
                                   Title: Chief Financial Officer               



                                        7



<PAGE>   9







                                      GUARANTOR:                                
                                      
                                      OMC RECREATIONAL BOAT GROUP, INC.
                                      
                                      
                                      By: /s/ Gordon G. Repp
                                      Name: Gordon G. Repp
                                      Title: Assistant Secretary and Treasurer
                                      
                                      
                                      By: /s/ Andrew P. Hines
                                      Name: Andrew P. Hines
                                      Title: Chief Financial Officer



                                        8



<PAGE>   10
                                              AGENT:                            
                                              
                                              NATIONSBANK, N.A.
                                              successor in interest by merger to
                                              NationsBank of Texas, N.A.
                                              
                                              
                                              By: /s/ Stacy Wills
                                              Name: Stacy Wills
                                              Title: Vice President
                                              



                                        9



<PAGE>   11
                                             LENDERS:                           
                                             
                                             NATIONSBANK, N.A.
                                             successor in interest by merger to
                                             NationsBank of Texas, N.A.
                                             
                                             
                                             By: /s/ Stacy Wills
                                             Name: Stacy Wills
                                             Title: Vice President





                                       10



<PAGE>   12







                                                      AMERICAN NATIONAL BANK AND
                                                      TRUST COMPANY OF CHICAGO
                                                      
                                                      
                                                      By: /s/ Donna H. Evans
                                                      Name: Donna H. Evans
                                                      Title: Vice President





                                       11



<PAGE>   13
                                                       FLEET CAPITAL CORPORATION
                                                       
                                                       
                                                       By: /s/ Thomas Maiale
                                                       Name: Thomas Maiale
                                                       Title: Vice President
                                                       



                                       12



<PAGE>   14







                                            THE CIT GROUP/BUSINESS CREDIT, INC.
                                            
                                            
                                            By: /s/ Pamela Wozniak
                                            Name: Pamela Wozniak
                                            Title: Vice President




                                       13



<PAGE>   15







                                                    TRANSAMERICA BUSINESS CREDIT
                                                    CORPORATION
                                                    
                                                    
                                                    By: /s/ Robert Heinz
                                                    Name: Robert Heinz
                                                    Title: Senior Vice President






                                       14



<PAGE>   16







                                               FLEET CAPITAL CORPORATION f/k/a  
                                               SANWA BUSINESS CREDIT CORPORATION
                                               
                                               
                                               By: /s/ Thomas Maiale
                                               Name: Thomas Maiale
                                               Title: Vice President
                                               





                                       15