Exhibit 10.1

    

   
   

    
    FIFTH AMENDMENT TO SIXTH AMENDED AND RESTATEDINVENTORY FINANCING AGREEMENT AND CONSENT AGREEMENT

    

       

    THIS FIFTH AMENDMENT TO SIXTH AMENDED AND RESTATED INVENTORY FINANCINGAGREEMENT AND CONSENT AGREEMENT (this “Amendment”) dated as of December 1, 2021, is made to that certain SIXTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT dated as of February 11, 2020, among WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (“CDF”) as Agent (in such capacity as agent, the “Agent”) for the several financial institutions that may from time to time become party
      thereto (collectively, “Lenders” and individually, each a “Lender”) and Dealers that may from time to time become party thereto
      (collectively, “Dealers” and individually, each a “Dealer”) (as amended, restated, supplemented or otherwise modified, the “IFA”). All capitalized terms not otherwise defined in this Amendment shall have the respective meanings assigned to them in the IFA.

     

      

    Recitals

    

       

    A.          Dealers have informed Agent that Bosun’s Assets
        & Operations, LLC (“BAO”) desires to purchase all of the issued and outstanding Capital Securities of Norfolk Marine Company, a Virginia corporation (“Norfolk”) pursuant to that certain Stock Purchase Agreement (the “SPA”) by and among BAO, PubCo
        (as guarantor), Jason Andrew Murphy and Colby Kight Murphy (collectively, the “Sellers”) dated as of December 1, 2021 (such acquisition, the “Stock Purchase”). The Stock Purchase requires Agent’s consent.

    

       

    B.          Guarantors and Dealers desire to amend the IFA to increase the maximum amount of Permitted Indebtedness with respect to the Credit Facility Agreement. Such amendment requires Required Lenders’ consent.

    

       

    C.          Agent and Dealers desire to extend the termination date set forth in Section 19 of the IFA. Such extension requires Lenders’ consent.

    

       

    D.          Agent is willing to consent to the Stock Purchase and Agent and Required Lenders or Lenders, as applicable, whose consent Agent has received, are willing to amend the terms of the IFA, in each case as set forth in and
        subject to the terms and conditions of this Amendment.

     

      

    Agreement

    

       

    NOW, THEREFORE, in consideration of the premises and of the mutual promises contained herein and in the IFA the receipt and sufficiency of which is
      hereby acknowledged, the parties hereto agree as follows:

     

       

    1.          Consent to the Stock Purchase. Upon the terms and conditions set forth herein, Agent hereby consents to the Stock Purchase. This consent shall only be effective in this specific
        instance with respect to the Stock Purchase set forth above. This consent shall not entitle Dealers or Guarantors to any other or further consents, waivers or extensions in any similar or other circumstances. In no event shall this consent be
        deemed to be a waiver of Agent’s or any Lender’s rights with respect to any breach, default or Default which exists or might exist at any time under any Loan Document, any Guaranty (as defined below) or any other document related thereto
        (collectively, the “Financing Documents”), whether or not known to Agent or any Lender and whether or not existing on the date of this Amendment.

    

       

    2.          Amendments to IFA.

     

        

    
      1

      
        


    

    
      a.    Subsection (a) of the definition of
          “Permitted Indebtedness” set forth in Section 1 of the IFA is hereby amended by deleting the reference to “$360,000,000” and replacing it with “$380,000,000”.

    

    

       

    b.    Section 19 of
        the IFA is hereby amended by deleting the reference to “December 1, 2021” and replacing it with “January 1, 2022”.

    

       

    3.          Ratification.

    

       

    a.   Each Dealer hereby ratifies and confirms the IFA as
        amended hereby and each other Financing Document executed by such Dealer in all respects. All terms and provisions of the Loan Documents not specifically amended by this Amendment shall remain unchanged and in full force and effect.

    

       

    b.   Each Guarantor hereby (i) ratifies and confirms each of
        such Guarantor’s guaranty, including, without limitation, that certain (A) the Seventh Amended and Restated Collateralized Guaranty dated February 11, 2020 executed by Holdings in favor of Agent, (B) Fifth Amended and Restated Collateralized
        Guaranty dated February 11, 2020 executed by Parent in favor of Agent, (C) Amended and Restated Collateralized Guaranty dated February 11, 2020 by PubCo in favor of Agent, (D) Third Amended and Restated Guaranty dated June 14, 2018 executed by
        Philip Austin Singleton, Jr. in favor of Agent, and (E) Third Amended and Restated Guaranty dated June 14, 2018 executed by Anthony Aisquith in favor of Agent (each such guaranty referred to in clauses (A)
        through (E) above, a “Guaranty,” and collectively, the “Guaranties”),


        each other Loan Document executed by such party in all respects, (ii) agrees such Guaranty and each other Loan Document executed by such party shall remain in full force and effect, (iii) agrees that all of Dealers’ obligations under the IFA and
        other Financing Documents are guaranteed by such Guaranty, and (iv) represents and covenants to and with Agent that such Guarantor has no defense, claim, right of recoupment, or right of offset against Agent under such Guaranty.

    

       

    4.          References.
        Each reference in the Financing Documents to the IFA shall be deemed to refer to the IFA as amended by this Amendment.

    

       

    5.         Conditions
            Precedent to Effectiveness of Amendment. This Amendment shall not be effective unless and until each of the following conditions precedent has been satisfied or waived in the sole and absolute
        discretion of Agent:

    

       

    a.    Agent shall have received a copy of this Amendment, duly
        executed by Lenders, Dealers and Guarantors.

    

       

    b.   Agent shall have received any and all fees payable to Agent
        by Dealers and Guarantors in connection with this Amendment and the transactions contemplated hereby.

    

       

    c.   Agent shall have received evidence (in form and substance
        acceptable to Agent in its sole discretion) that Dealers have delivered or caused to be delivered the compliance certificates required pursuant to the Credit Facility Agreement with respect to the Stock Purchase.

     

      

    
      2

      
        


    

    d.   Agent shall
        have received landlord lien waivers for any and all locations related to the Stock Purchase (as determined by Agent in its sole discretion) at which any Inventory will be kept, stored, used, or sold, each in form and substance acceptable
      Agent in its sole discretion, duly executed by each landlord of such location.

    

       

    e.   Agent shall have received copies of all Pay-off Letters (as
        defined in the SPA) or UCC-3 Termination Statements, in form and substance acceptable to Agent in its reasonable discretion, for all Repaid Floorplan Debt and Repaid Non-Floorplan Debt (as those terms are defined in the SPA), or any indebtedness of
        Norfolk paid prior to closing of the Stock Purchase.

    

       

    f.    Agent shall have received evidence, in form and substance
        acceptable to Agent in its sole discretion, that closing of the Stock Purchase has not closed prior to the date of this Agreement.

    

       

    g.   Agent shall have received a copy of a subordination agreement
        in form and substance acceptable to Agent in its sole discretion, duly executed by BAO, PubCo, and Sellers.

    

       

    6.          Post-Close
            Covenants. On or before January 1, 2022 (or such later date as Agent may agree to in writing in its sole discretion), Dealers shall (a) cause Norfolk to be joined to the IFA and other Financing Documents as a “Dealer” pursuant to
        agreements, instruments, and other documents as required by Agent, and (b) deliver other documents or other information regarding Norfolk, that Agent may reasonably request in connection with such joinder, including, without limitation, a legal
        opinion, in each case all in form and substance acceptable to Agent in Agent’s sole discretion.

    

       

    7.          Default.
        Dealers and Guarantors hereby acknowledge and agree that a breach of any of the post- close covenants set forth in Section 6 hereof shall constitute a Default under the IFA and other Financing
        Documents, unless such post-close covenants or any Default occurring thereunder is waived in writing by Agent in its sole discretion.

    

       

    8.          Release.
        In consideration of the agreements of Agent and Lenders contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Guarantor and each Dealer (collectively, the “Releasors”), on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever
        discharges Agent and each Lender, each of their successors and assigns, each of their respective affiliates, and their respective affiliates’ present and former shareholders, members, subsidiaries, divisions, predecessors, directors, officers,
        attorneys, employees, agents and other representatives (Agent, Lenders and all such other Persons being hereinafter referred to collectively as the “Releasees,” and
        individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money,
        accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually a “Claim”
        and collectively, “Claims”) of every name and nature, either known or unknown, both at law and in equity, which Releasors, or any of them, or any of their successors,
        assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to
        the date hereof, including, without limitation, for or on the account of, or in relation to, or in any way in connection with the IFA, or any of the other Loan Documents, including, without limitation, the Guaranties, or transactions thereunder or
        related thereto.

    

       

    9.          Governing Law. This Amendment shall be governed by the internal laws of the State of Illinois without reference to the conflicts of laws principles thereof.

    

    
    
      3

      
        


    

    10.          Assignment.
        This Amendment shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their participants, successors and assigns.

    

       

    11.        Counterparts.
        This Amendment may be executed in any number of counterparts, each of which counterparts, once they are executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same
        agreement. This Amendment may be executed by any party to this Amendment by original signature or facsimile signature.

     

      

    [Signature pages follow]

     

       

    
      4

      
        


    

  

  IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.
  

     

   
  ONEWATER MARINE INC.

  ONE WATER MARINE HOLDINGS, LLC, and

  ONE WATER ASSETS & OPERATIONS, LLC

  

     

  	
          By:

        	/s/ Philip Austin Singleton, Jr.	
          

          

        
	Name:	Philip Austin Singleton, Jr.	 
	
          Title:

        	
          Chief Executive Officer

        	 


  

     

  LEGENDARY ASSETS & OPERATIONS, LLC,

  SINGLETON ASSETS & OPERATIONS, LLC,

  SOUTH FLORIDA ASSETS & OPERATIONS, LLC,

  MIDWEST ASSETS & OPERATIONS, LLC,

  SOUTH SHORE LAKE ERIE ASSETS & OPERATIONS, LLC, and

  BOSUN’S ASSETS & OPERATIONS, LLC

  

     

  	
          By:

        	/s/ Philip Austin Singleton, Jr.	

        
	Name:	Philip Austin Singleton, Jr.	 
	
          Title:

        	
          Manager

        	 


  

     

  
    
      	/s/ Philip Austin Singleton, Jr.	 	/s/ Anthony Aisquith
	 	 	 
	
              Philip Austin Singleton, Jr., as Guarantor

            	 	
              Anthony Aisquith, as Guarantor

            


    

     

      

    [Signature Page to the Fifth Amendment to 6th A&R IFA and Consent Agreement]

     

       

  

  
    
      


  

  	
          WELLS FARGO COMMERCIAL DISTRIBUTION

        	 
	
          FINANCE, LLC, as Agent and Lender

        	 
	 	 
	
          By:

        	/s/ Thomas M Adamski	 
	
          Name:

        	 Thomas M Adamski	 
	
          Title:

        	VP Credit	 


   

     

  [Signature Page to the Fifth Amendment to 6th A&R IFA and Consent Agreement] 

   

     

  
    
      


  

  LENDERS: 
   

     

  	
          UNITED COMMUNITY BANK

        	 


  

  

  	
          By:

        	/s/ David L. Shelnutt

        	 


  	
          Name:

        	
          David L. Shelnutt 

        	 
	
          Title:

        	 SVP

          	 


  

     

  
    	
            
              STERLING NATIONAL BANK

            

          	 


    

    

    	
            By:

          	/s/ Mark J. Long

          	 
	
            Name:

          	
             Mark J. Long 

          	 
	
            Title:

          	Managing Director

            	 


  

  

    
      
        HANCOCK BANK

         

        

      

    

  

  
    
      	
              By:

            	/s/ Jennifer Pelham

            	 
	
              Name:

            	
               Jennifer Pelham 

            	 
	
              Title:

            	Senior Vice President

              	 


    

  

  

    
      
        
          RENASANT BANK

           

          

        

      

    

    
      
        
          	
                  By:

                	/s/ Paul K. Walker

                	 
	
                  Name:

                	
                  Paul K. Walker 

                  

                	 
	
                  Title:

                	SVP

                	 


        

      

    

    

    

    
      
        
          
            PNC BANK, NATIONAL ASSOCIATION

          

        

      

    

    

    

    
      
        
          	
                  By:

                	/s/ Robert D. Moore

                	 
	
                  Name:

                	 Robert D. Moore

                	 
	
                  Title:

                	Senior Vice President

                  	 


        

      

    

    

    

  

  
    [Signature Page to the Fifth Amendment to 6th A&R IFA and Consent Agreement]

    

     

  
    
      


  

  
    
      	
              IBERIABANK, a division of First Horizon Bank 

            	 


      

      

      	
              By:

            	 /s/ Donald W. Dobbins, Jr.

              	 
	
              Name:

            	
              Donald W. Dobbins, Jr. 

            	 
	
              Title:

            	
              SVP

              

            	 


      

         

      
        	
                
                  ROCKLAND TRUST COMPANY

                

              	 


        

        

        	
                By:

              	 /s/ Steven J. Ingalls

                	 
	
                Name:

              	 Steven J. Ingalls 	 
	
                Title:

              	 Vice President

              	 


      

      

         

      
        	
                
                  CENTENNIAL BANK

                

              	 


        

        

        	
                By:

              	/s/ Thomas B. Dix III

              	 

              
	
                Name:

              	 Thomas B. Dix III 	 
	
                Title:

              	 Vice President

              	 


      

      

         

      
        	
                
                  TRUIST BANK

                

              	 


        

        

        	
                By:

              	/s/ Michael Dembski

              	 

              
	
                Name:

              	
                Michael Dembski 

              	 
	
                Title:

              	 Director

              	 


      

      

         

       [Signature Page to the Fifth Amendment to 6th A&R IFA and Consent Agreement]