<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C.  20549

                              --------------------------

                                      FORM 10-Q


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                    FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997

                                          OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

                    FOR THE TRANSITION PERIOD FROM _____ TO _____

Commission file number 33-82650


                                GENMAR HOLDINGS, INC.

                (Exact name of Registrant as specified in its charter)


               DELAWARE                                41-1778106
    (State or other jurisdiction of                 (I.R.S. Employer
    incorporation or organization)                 Identification No.)

        100 SOUTH FIFTH STREET                            55402
              SUITE 2400                               (Zip Code)
        MINNEAPOLIS, MINNESOTA
(Address of principal executive offices)


                                    (612) 339-7900
                 (Registrant's telephone number, including area code)

                                    NOT APPLICABLE
                (Former name, former address and former fiscal year,
                            if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.

Yes  X        No
    ---          ---


On May 9, 1997, there were 1,779,415 shares of Common Stock, $.01 par value, of
Genmar Holdings, Inc. outstanding.

<PAGE>

                            PART I.  FINANCIAL INFORMATION
                             ITEM 1. FINANCIAL STATEMENTS


                        GENMAR HOLDINGS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                      UNAUDITED

                                    (In Thousands)


                                             Three Months Ended March 31,
                                           ---------------------------------
                                               1997                  1996
                                           ------------          -----------

Net revenues                               $ 120,023             $ 150,492

Cost of products and services                105,930               130,675
                                           ------------          -----------

   Gross profit                               14,093                19,817

Selling and administrative expenses           16,892                16,106
                                           ------------          -----------

   Operating (loss) profit                    (2,799)                3,711

Interest expense                              (5,244)               (5,644)

Investment and other (expense) income         (1,009)                  137
                                           ------------          -----------
   Loss before income taxes                   (9,052)               (1,796)

Provision for income taxes                      (168)                 (170)
                                           ------------          -----------

   Net loss                                $  (9,220)            $  (1,966)
                                           ------------          -----------
                                           ------------          -----------


     See Accompanying notes to condensed consolidated financial statements


                                          1

<PAGE>

                        GENMAR HOLDINGS, INC. AND SUBSIDIARIES
                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                    (In Thousands)


                                                         March 31,
                                                           1997     December 31,
                                                        (Unaudited)     1996

                                                         ---------  -----------
                                    ASSETS
Current Assets:
 Cash and cash equivalents                              $   4,045   $  23,137
 Accounts receivable, net                                  41,305      36,648
 Inventories                                              108,333      97,314
 Prepaid expenses                                           3,684       3,152
                                                         ---------  -----------
   Total current assets                                   157,367     160,251

Property and Equipment, net                                58,485      58,818
Other Assets, principally deferred financing costs          5,390       5,296
Goodwill                                                   46,290      46,838
                                                         ---------  -----------

   Total assets                                         $ 267,532   $ 271,203
                                                         ---------  -----------
                                                         ---------  -----------

     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
 Accounts payable                                       $  42,728   $  41,766
 Accrued liabilities                                       52,535      61,649
 Customer deposits                                          4,932       7,565
 Accrued income taxes                                         348         544
 Current maturities of long-term debt                      17,178         309
                                                         ---------  -----------
   Total current liabilities                              117,721     111,833


Long-Term Debt                                            124,875     124,552
Other Noncurrent Liabilities                               27,313      27,949
                                                         ---------  -----------

Commitments and Contingencies (Notes 3 and 4)

Stockholders' Equity:
 Common stock, $.01 par, 2,000 shares
  authorized; 1,779 shares issued and outstanding              18          18
 Paid-in capital                                          116,233     116,233
 Accumulated deficit                                     (118,331)   (109,111)
 Cumulative translation adjustment                           (297)       (271)
                                                         ---------  -----------

   Total stockholders' (deficit) equity                    (2,377)      6,869
                                                         ---------  -----------

   Total liabilities and stockholders' (deficit) equity $ 267,532   $ 271,203
                                                         ---------  -----------
                                                         ---------  -----------

     See Accompanying notes to condensed consolidated financial statements


                                          2

<PAGE>

                        GENMAR HOLDINGS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE THREE MONTHS ENDED MARCH 31,

                                      UNAUDITED

                                    (In Thousands)


                                                            1997        1996
                                                         ---------   ---------
OPERATING ACTIVITIES:
 Net loss                                               $ (9,220)    $ (1,966)
 Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization                           3,040        2,921
   Write-down of property and trademarks                   1,124          -
   Changes in operating assets and liabilities, net      (27,189)      (7,913)
   Other, net                                                 48         (133)
 Payments of noncurrent liabilities                         (636)        (912)
                                                         ---------   ---------
   Net cash used in operating activities                 (32,833)      (8,003)
                                                         ---------   ---------

INVESTING ACTIVITIES:
 Property and equipment additions                         (2,260)        (761)
 Proceeds from sales of property                              -         4,187
                                                         ---------   ---------
   Net cash (used in) provided by investing activities    (2,260)       3,426
                                                         ---------   ---------

FINANCING ACTIVITIES:
 Net borrowings under the revolving credit facility       17,000           -
 Repayment of other long-term debt                          (174)        (179)
 Payment for option to repurchase Notes                     (825)          -
                                                         ---------   ---------
   Net cash provided by (used in) financing activities    16,001         (179)
                                                         ---------   ---------

   Net decrease in cash and cash equivalents             (19,092)      (4,756)

CASH AND CASH EQUIVALENTS:
 Balance, beginning of period                             23,137       18,091
                                                         ---------   ---------
 Balance, end of period                                 $  4,045     $ 13,335
                                                         ---------   ---------
                                                         ---------   ---------

SUPPLEMENTAL CASH FLOW INFORMATION:
 Interest paid during the period                        $  6,916     $  8,140
 Income taxes paid during the period                         364          703
                                                         ---------   ---------
                                                         ---------   ---------


     See accompanying notes to condensed consolidated financial statements


                                          3
<PAGE>

                        GENMAR HOLDINGS, INC. AND SUBSIDIARIES

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                      UNAUDITED


1.  INTRODUCTION -

         The condensed consolidated financial statements have been prepared by
    Genmar Holdings, Inc. (the "Company"), without audit, pursuant to the Rules
    and Regulations of the Securities and Exchange Commission.  The information
    furnished in the condensed consolidated financial statements includes
    normal recurring adjustments and reflects all adjustments which are, in the
    opinion of management, necessary for a fair presentation of such financial
    statements.  Certain information and footnote disclosures normally included
    in financial statements prepared in accordance with generally accepted
    accounting principles have been condensed or omitted pursuant to such rules
    and regulations.  Although the Company believes the disclosures are
    adequate to make the information presented not misleading, it is suggested
    that these condensed consolidated financial statements be read in
    conjunction with the audited financial statements and notes thereto
    included in the Company's Annual Report on Form 10-K for the year ended
    December 31, 1996.

         Revenues and operating results for the three months ended March 31,
    1997 are not necessarily indicative of the results to be expected for the
    full year.

2.  INVENTORIES -

         Inventories, which are valued at the lower of first-in first-out
    (FIFO) costs or market, consisted of the following (in thousands):

                                  March 31,     December 31,
                                    1997           1996
                                 -----------   -------------

            Raw materials         $  35,430     $  34,589
            Work in process          39,809        35,770
            Finished goods           33,094        26,955
                                 -----------   -------------

                                  $108,333      $  97,314
                                 -----------   -------------
                                 -----------   -------------

3.  SUBSIDIARY GUARANTEES -

    The borrowings under the Company's 13-1/2% Series A Senior Subordinated
    Notes Due 2001 (the "Notes") and its bank credit facility (the "Credit
    Facility") are guaranteed by substantially all of the Company's subsidiaries
    ("Subsidiary Guarantors").  At March 31, 1997, the aggregate combined net
    assets, net revenues, earnings and equity of the Subsidiary Guarantors were
    substantially equivalent to the net assets, net revenues, earnings and 
    equity of the Company, except for certain obligations and operating, 
    interest and other expenses pertaining to non-guarantor entities.  Each of 
    the Subsidiary Guarantors is a wholly-owned subsidiary of the Company.  
    Management believes that separate financial statements of the Subsidiary 
    Guarantors are inconsequential to investors and such financial statements 
    are not included herein.


                                          4

<PAGE>

                        GENMAR HOLDINGS, INC. AND SUBSIDIARIES

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                      UNAUDITED


4.  CONTINGENCIES -

    Dealer Inventory Floor Plan Financing:

         The Company and its subsidiaries are parties to certain dealer
    inventory floor plan financing arrangements with various financial
    institutions pursuant to which each may be required, in the event of
    default by a financed dealer, to repurchase products previously sold to
    such dealer. Under certain of these arrangements, the Company also has
    recourse liability in the event of dealer default.  The Company repurchased
    $.7 million and $.8 million of such dealer inventory in the three month
    periods ended  March 31, 1997 and 1996, respectively. The Company did not
    incur any recourse losses under these arrangements during the quarter ended
    March 31, 1997. As of March 31, 1997, the Company was contingently liable
    under these agreements for repurchase and recourse in the aggregate maximum
    amounts of $41.2 million and $16.2 million, respectively.

         The Company generally has not provided reserves, other than immaterial
    reserves at certain subsidiaries, for losses and costs which may result
    should the Company be required to repurchase product from a defaulting
    dealer.  Although the ultimate loss which might be incurred as a result of
    such contractual obligation is uncertain, the Company believes that any
    such losses that may be incurred would not have a material effect on its
    consolidated operating results or financial position.

    Legal and Environmental:

         The Company and its subsidiaries are defendants in legal proceedings
    arising in the ordinary  course of business. Although the outcome of these
    matters cannot be determined, in the opinion of management and outside
    counsel, disposition of these proceedings will not have a material effect
    on the Company's consolidated financial position or results of operations.
    Where appropriate, the Company has established reserves in response to 
    these matters.

    Divested Businesses:

         In connection with certain previously divested businesses, the Company
    retained certain obligations and remains contingently liable under limited
    indemnities related to such matters as taxes, insurance, litigation and
    postretirement medical benefits.  Cash expenditures for such obligations
    are expected to be payable over an extended period of time. Where
    appropriate, the Company has established reserves in response to these
    matters.

         The Company also incurs costs from time to time for environmental
    claims relating to its previously divested businesses. The Company
    anticipates total environmental-related costs associated with its divested
    businesses to range from approximately $6 million to $8 million, which
    include Comprehensive Environmental Response Compensation and Liability
    Act, as amended ("CERCLA") type liabilities, and which costs are likely to
    be incurred over the next 8 to 10 years. With respect to these potential
    liabilities, the Company has been identified as a potential responsible
    party at approximately 10 active sites. Based on currently available
    information, the Company believes adequate reserves have been provided to
    cover such potential costs as of March 31, 1997.


                                          5

<PAGE>

                        GENMAR HOLDINGS, INC. AND SUBSIDIARIES

                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                      UNAUDITED


4.  CONTINGENCIES - (CONTINUED)

    Letters of Credit:

         The Company and its subsidiaries have insurance for workers'
    compensation, health, general and auto liability losses in excess of
    predetermined loss limits. Provision has been made in the consolidated
    financial statements for estimated losses resulting from claims incurred
    prior to the balance sheet date, which were below the amounts of the
    predetermined loss limits. At March 31, 1997, the Company had outstanding
    letters of credit aggregating approximately $22.2 million. Approximately
    $15.7 million of such letters of credit secure insurance programs; the
    remainder principally relate to dealer floor plan financing arrangements
    with certain financial institutions and to liabilities retained by the
    Company in connection with divested operations.


                                          6

<PAGE>

                   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES

                    

RESULTS OF OPERATIONS

    The following table reflects the relationship between certain income and
expense items and net revenues by presenting such items as a percentage of net
revenues for the three month periods ended March 31, 1997 and 1996:

                                                        Percentage of Net Sales
                                                        -----------------------
                                                          Three Months Ended
                                                               March 31,
                                                        -----------------------
                                                           1997        1996
                                                        -----------  ----------

Net Revenues                                               100.0%      100.0%

Cost of Products and Services                               88.3        86.8
                                                        -----------  ----------
Gross Profit                                                11.7        13.2

Selling and Administrative Expenses                         14.0        10.7
                                                        -----------  ----------

Operating (Loss) Profit                                     (2.3)        2.5

Interest Expense                                            (4.4)       (3.8)

Investment and Other (Expense) Income, net                   (.8)         .1
                                                        -----------  ----------

Loss Before Income Taxes                                    (7.5)       (1.2)

Provision For Income Taxes                                   (.2)        (.1)
                                                        -----------  ----------

Net  Loss                                                   (7.7)%      (1.3)%
                                                        -----------  ----------
                                                        -----------  ----------


    Consolidated net revenues for the three months ended March 31, 1997 were
$120.0 million, a decrease of 20.2% as compared to net revenues of  $150.5
million for the three months ended March 31, 1996.  Net revenues in each of the
Company's three product groups declined from the comparable prior year period.
Significantly impacting comparative quarterly results were fewer large custom
yacht shipments, as well as efforts to control dealer inventory levels in light
of slower retail trends identified in the market.  Unit shipments for the three
months ended March 31, 1997 decreased approximately 11% from unit shipments for
the comparable prior year period.  The Company's order backlog at March 31, 1997
was down approximately 25% from backlog at March 31, 1996.

    Gross profit for the three months ended March 31, 1997 was $14.1 million
(11.7% of net revenues) as compared to $19.8 million (13.2% of net revenues) for
the same period during 1996.  The Company benefited in the first quarter of 1997
from improved margins achieved on sales in the recreational power product group,
and a trend in the Company's overall sales mix toward fishboat product group
sales, which generally produce higher gross margins than sales of the Company's
other product offerings.  However, these improvements were offset by decreased
production levels and various charges taken in connection with the
discontinuation of the Company's Cajun product line.


                                          7

<PAGE>

                   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES

                                     (CONTINUED)


    Selling and administrative expenses for the three months ended March 31,
1997 totaled $16.9 million (14.0% of net revenues) as compared to $16.1 million
(10.7% of net revenues) for the same period during 1996.  The increased spending
was attributable to general inflationary factors impacting administrative
expenses and additional costs associated with the product line discontinuation
mentioned above, partially offset by decreased spending in the coordination of
corporate-wide marketing programs.

    The Company's operating loss for the three months ended March 31, 1997 
was $2.8 million, as compared to operating profit of $3.7 million for the 
same period during 1996.  This decrease in operating profit was attributable 
to the factors discussed above.

    Interest expense for the three months ended March 31, 1997 totaled $5.2
million as compared to $5.6 million for the same period during 1996.  The
reduction in interest expense resulted from a decrease in bank and other
borrowings outstanding between the two periods.

    Investment and other income for the three months ended March 31, 1997
reflected a cost of $1.0 million, as compared to income of $.1 million for the
same period during 1996.  This change was principally related to the write-down
to anticipated net realizable value of the Cajun manufacturing and office
facilities.  Exclusive of this charge, investment and other income for both
periods consisted principally of interest earned on short-term investments,
notes and other receivables.


LIQUIDITY AND CAPITAL RESOURCES

    Cash used by operating activities for the three months ended March 31, 1997
totaled $32.8 million, as compared to a cash use of $8.0 million for the same
period during 1996.  This net cash use consisted of $5.6 million used by
operations, net of non-cash charges and other items, and a $27.2 million net
cash use resulting from changes in working capital items.  Working capital at
March 31, 1997 totaled $39.6 million, including $4.0 million of cash and
equivalents, as compared to working capital at December 31, 1996 of $48.4
million, including $23.1 million of cash and equivalents.  Capital expenditures
for the three months ended March 31, 1997 totaled $2.3 million.

    At March 31, 1997, the Company's bank credit facility, as amended and
restated ("Credit Facility"), consisted of a $29.2 million revolving credit
facility and a $30.8 million facility for the issuance of standby letters of
credit.  At March 31, 1997, the Company had $17.0 million outstanding under the
revolving credit facility and outstanding letters of credit aggregating $22.2
million.

    The Credit Facility, as amended and restated, and the indenture (the
"Indenture") governing the Company's 13-1/2% Series A Senior Subordinated Notes
Due 2001 (the "Notes") contain restrictive covenants which, among other matters,
limit the ability of the Company to incur other indebtedness, engage in
transactions with affiliates, incur liens, make certain restricted payments, and
enter into certain business combination and asset sale transactions.  The Credit
Facility also requires the Company to satisfy certain financial tests and ratios
and restricts capital expenditures.  In addition, the Credit Facility contains
provisions which may require accelerated repayment of the Credit Facility and/or
limit the Company's access to the facility upon the incurrence of specific
obligations or significant changes in the financial condition, business,
properties, prospects or operations of the Company.  As of March 31, 1997, the
Company was in compliance with all the financial covenants under the Indenture
and the Credit Facility, as amended and restated.


                                          8

<PAGE>

                   ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES

                                     (CONTINUED)


    The Company is in the process of negotiating with its agent bank, The Bank
of New York, for a renewed credit facility and also to increase the total amount
of the credit facility to $73.0 million, effective with the expiration of the
Company's existing Credit Facility in July, 1997.  Pending the completion of
these negotiations, borrowings outstanding under the revolving credit facility
have been classified as current maturities of long-term debt in the accompanying
balance sheets.  The Company believes that it will be able to arrange a new
credit facility on terms satisfactory to the Company, although there can be no
assurance that the Company will be able to obtain such refinancing.

    During the quarter ended March 31, 1997, the Company entered into an option
agreement (the "Option"), with a shareholder, pursuant to which the Company was
granted an option to purchase up to $25 million aggregate principal amount of
the Notes at par.  The Option is exercisable at any time or from time to time,
in whole or in part, through January 19, 1998.  The Company paid $.8 million for
the Option.  Contingent upon future operating results and securing a new credit
facility with satisfactory terms and conditions which would allow the purchase
of the Notes, the Company intends to exercise the Option prior to its expiration
and purchase such Notes.

    During the quarter ended March 31, 1997, the Company completed
negotiations, subject to certain contingencies, for the sale of an idle
manufacturing facility located in North Carolina.  Terms of the agreement call
for proceeds aggregating $5.5 million to be received over a three year period.
The Company anticipates that such sale will close during the quarter ending June
30, 1997.  The Company continues to evaluate from a strategic viewpoint other
alternatives relative to strengthening the Company's financial position,
including the potential further sales of non-operating assets and possible joint
venture considerations.

    The Company requires substantial cash flow to meet its interest obligations
under the Indenture and the Credit Facility and fund the capital expenditure and
seasonal working capital requirements necessary for its operations. The
Company's operating performance continues to be critical in meeting such cash
flow requirements.  The Company believes that available working capital,
borrowing capacity under its Credit Facility and cash flow generated from
operations will provide sufficient liquidity to fund its cash operating
expenses, capital expenditures and its interest and principal obligations until
the Credit Facility and Notes become due.

    The Company continuously evaluates its existing operations and investigates
possible acquisitions to expand its business in order to maximize profits and
increase its share of the motorized pleasure boat market.  Accordingly, while
the Company does not have any material arrangement, commitment or understanding
with respect thereto, further acquisitions, investments and changes in
operations are possible.


                                          9

<PAGE>

                             PART II.  OTHER INFORMATION
                        GENMAR HOLDINGS, INC. AND SUBSIDIARIES



Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits:

              (1)  Second Amendment, dated as of May 8, 1997, to the Amended 
                   and Restated Credit Agreement, dated as of December 30, 1995
                   among the Company, the Lenders named therein and The Bank of
                   New York, as Agent (the "Credit Agreement").

         (b)  No Form 8-K's were filed during the quarter ended March 31, 1997.


                                          10

<PAGE>

                                      SIGNATURE



Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                  GENMAR HOLDINGS, INC.



Date:   May 9, 1997               /s/ ROGER R. CLOUTIER, II
                                  ------------------------------
                                  Roger R. Cloutier, II
                                  Executive Vice President
                                  and Chief Financial Officer


                                          11

<PAGE>

                                   AMENDMENT NO. 2
                                 TO CREDIT AGREEMENT



    AMENDMENT NO. 2, dated as of May 8, 1997 (this "Amendment"), to the AMENDED
AND RESTATED CREDIT AGREEMENT, dated as of December 30, 1995 (as heretofore
amended or otherwise modified from time to time, the "Credit Agreement," the
terms defined therein and not otherwise defined herein being used herein as
therein defined), among Genmar Holdings, Inc., a Delaware corporation (the
"Borrower"), the financial institutions party thereto (the "Lenders") and The
Bank of New York as agent for the Lenders (the "Agent").

    WHEREAS, the Borrower is planning to close and shut down its Cajun Boat
division manufacturing facility located in Winnsboro, Louisiana;

    WHEREAS, in connection with such closure and to reflect such shutdown, the
Borrower plans to record a non-recurring charge in the fiscal quarter ended
March 31, 1997 in an amount of approximately $3,500,000 (the "Extraordinary
Charge");

    WHEREAS, the Borrower has requested the Lenders to agree to exclude certain
amounts of the Extraordinary Charge from certain of the financial covenant
requirements set forth in the Credit Agreement, as more specifically set forth
herein;

    WHEREAS, the Lenders are willing to exclude the effects of the
Extraordinary Charge to the extent, and subject to, the terms and provisions set
forth herein;

    NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

    Section 1.  AMENDMENTS TO THE CREDIT AGREEMENT.

    (a)  DEFINITIONS.

    (i)  Section 1.1 of the Credit Agreement is hereby amended by adding the
following definition in the appropriate alphabetical order:

    "Cajun Boat Closure" shall mean the closure and shutdown of the Borrower's
Cajun Boat division manufacturing facility located in Winnsboro, Louisiana.

<PAGE>

                                         -2-


    (ii)  Section 1.1 of the Credit Agreement is hereby amended by restating
the definition of "Consolidated Operating Income" in its entirety to read as
follows:

    "CONSOLIDATED OPERATING INCOME" shall mean, for any period, the operating
income of the Borrower and its Subsidiaries on a consolidated basis for such
period (taken as a single accounting period) determined in accordance with GAAP,
exclusive, solely for purposes of the definition of Consolidated Cumulative Cash
Flow calculated for any period from the quarter ended March 31, 1997 through
March 31, 1998, the effect of any extraordinary non-recurring charge (in an
aggregate amount not to exceed $2,400,000) recorded as a result of the Cajun
Boat Closure.

    (iii)  Section 1.1 of the Credit Agreement is hereby amended by restating
the definition of "Consolidated Net Worth" is in its entirety to read as
follows:

    "CONSOLIDATED NET WORTH" shall mean, at any time, the sum of the amount by
which the total consolidated assets (as determined in accordance with GAAP) of
the Borrower and its Subsidiaries exceeds the Consolidated Total Liabilities of
the Borrower and its Subsidiaries at such time, excluding (i) any writedowns for
goodwill, provided that, in order for any writedowns for goodwill to be excluded
for purposes of this definition, the Borrower shall have informed the Agent and
the Lenders of its intention to take such writedown at least 45 days prior to
such writedown and (ii) solely for the period from the quarter ended March 31,
1997 through March 31,1998, the effect of an extraordinary non-recurring charge
(in an aggregate amount not to exceed $3,500,000) recorded as a result of the
Cajun Boat Closure.

    Section 2.  CONDITIONS TO EFFECTIVENESS OF AMENDMENT.  This Amendment shall
become effective upon the execution and delivery hereof by the Borrower and the
Required Lenders.

    Section 3.  MODIFICATION OF CREDIT AGREEMENT.  Except as expressly modified
by this Amendment, all of the terms and provisions of the Credit Agreement are
reaffirmed and shall remain in full force and effect.

    Section 4.  GOVERNING LAW; TERMS.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

    Section 5.  COUNTERPARTS.  This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.