EXHIBIT 99.2
COMMITMENT LETTER
[Tracker Marine, L.L.C. Letterhead]
TMRC, L.L.P.
[address]
Re: Warrant Exercise Price
Dear:
In accordance with Section 2.1(b)(iii) of that certain Preferred Stock
and Warrant Purchase Agreement by and between TMRC, L.L.P. ("Sub"), a 99% owned
subsidiary of the undersigned, and Xxxxxx Boats & Motors, Inc. ("Xxxxxx") being
entered into and delivered simultaneously herewith (the "Purchase Agreement"),
the undersigned, Tracker Marine, L.L.C. ("Tracker") hereby confirms to Sub its
firm, absolute and irrevocable obligation to contribute to the capital of Sub,
immediately upon notice to Tracker, but in no case later than three (3) business
days prior to the prepayment date set forth in the prepayment notice described
in Sections 2.1(b)(iii) and 2.2 of the Purchase Agreement, the full amount of
the exercise price of the Warrant (as defined in the Purchase Agreement) to be
used by Sub solely for the purpose of exercising the Warrant. In addition,
Tracker covenants that the ownership of Sub shall not change prior to the
earlier of the Second Closing (as such term is defined in the Purchase
Agreement) or the date the Purchase Agreement is terminated in accordance with
its terms. Tracker further covenants that Tracker will use its best efforts to
cause Sub to meet its obligations to exercise the Warrant in accordance with and
pursuant to the Purchase Agreement.
Tracker hereby acknowledges its understanding that, in entering into
the Purchase Agreement with Sub, Xxxxxx is relying on Tracker's obligation to
make the capital contribution and other covenants described in the preceding
paragraph of this letter. Accordingly, to induce Xxxxxx to enter into the
Purchase Agreement with Sub, Tracker agrees that such obligation and covenants
are also for the benefit of Xxxxxx and Xxxxxx shall be entitled to rely upon
them as though made directly to Xxxxxx.
Sincerely,
Tracker Marine, L.L.C.
cc: Mr. Xxxx Xxxxxx
Xxxxxx Boats and Motors, Inc.
