TRAVIS BOATS & MOTORS INC
10.62
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>ex10-62to10k.txt
<DESCRIPTION>10.62
<TEXT>
Exhibit 10.62


                            SUBORDINATION AGREEMENT -
                           TRAVIS BOATS & MOTORS, INC.
                     INDEBTEDNESS TO SHAREHOLDER PURCHASERS


         WHEREAS,  TRAVIS BOATS & MOTORS,  INC.  ("Borrower") is now indebted to
the  undersigned  in the  amount  of  $1,300,000.00  and may  from  time to time
hereafter become indebted to the undersigned in further amounts; and

         WHEREAS,  Borrower has  requested,  and may from time to time hereafter
request, Transamerica Commercial Finance Corporation (hereinafter, together with
its  successors  and assigns,  called  "Lender") to make or agree to make loans,
advances or other financial accommodations to Borrower.

         NOW, THEREFORE,  to induce Lender, from time to time, at its option, to
make  or  agree  to make  loans,  advances  or  other  financial  accommodations
(including,   without  limitation,   renewals,   amendments,   modifications  or
extensions of any loans or advances  heretofore or hereafter  made) to Borrower,
and for other valuable  consideration,  receipt whereof is hereby  acknowledged,
the undersigned agrees as follows:

         1.  All  obligations  of  Borrower,   howsoever  created,   arising  or
evidenced,  whether  direct  or  indirect,  absolute  or  contingent  or  now or
hereafter   existing,   or  due  or  to  become  due,  are  hereinafter   called
"Liabilities".   All  Liabilities  to  Lender  are  hereinafter  called  "Senior
Liabilities";  and all  Liabilities to the undersigned  arising  pursuant to the
Subordinated  Note Purchase  Agreement  (the "Purchase  Agreement")  dated as of
November ___, 2001 between the Borrower and the  undersigned and the note issued
pursuant  thereto  (the  "Convertible  Note")  are  hereinafter  called  "Junior
Liabilities"  (which term shall not include any  Liabilities to the  undersigned
arising from any other arrangement or transaction, including without limitation,
liabilities  relating  to  purchase of  products  from the  undersigned  and its
affiliates);  it being  expressly  understood  and agreed that the term  "Senior
Liabilities",  as used herein,  shall include,  without limitation,  any and all
interest accruing on any of the Senior Liabilities after the commencement of any
proceedings referred to in paragraph 6 hereof,  notwithstanding any provision or
rule of law which might  restrict the rights of Lender,  as against  Borrower or
anyone else, to collect such interest. Copies of all instruments, agreements and
documents  representing  the  Junior  Liabilities  currently  in  existence  are
attached  hereto  as  Schedule  A  (the  "Subordinated  Debt  Documents").   The
undersigned  agrees that the Purchase  Agreement and the Convertible  Note shall
not be amended or restated without the prior written consent of Lender.

         2. The undersigned acknowledge and agree that (a) the maximum principal
amount  of  the  Senior  Liabilities  as  of  the  date  of  this  Agreement  is
$45,000,000.00  (the "Senior Liability  Principal  Amount");  and (b) the Senior
Liabilities  Principal  Amount  may  increase  from time to time on a  temporary
and/or seasonal  basis,  but shall not increase on a permanent basis without the
prior written consent of the undersigned.


                                       1
<PAGE>


         3. The undersigned  shall (a) promptly notify Lender of the creation of
any Junior  Liabilities  and of the  issuance  of any  promissory  note or other
instrument to evidence any such Junior  Liabilities  other than the  Convertible
Note issued on the date hereof; and (b) upon Lender's request,  cause any Junior
Liabilities  which are not evidenced by a promissory note or other instrument of
Borrower to be so evidenced.

         4. The undersigned hereby consents to the creation and existence of the
Senior  Liabilities  and to the  granting  by  Borrower  to Lender  of  security
interests and liens in and to any and all property (whether real or personal) of
Borrower.

         5. Except as expressly allowed pursuant to this Agreement, or as Lender
may  hereafter  otherwise  expressly  consent to in writing,  the payment of all
Junior  Liabilities  shall be postponed  and  subordinated  to the  indefeasible
payment  in  full  of  all  Senior   Liabilities,   and  no  payments  or  other
distributions whatsoever in respect of any Junior Liabilities shall be made, nor
shall any  property or assets of  Borrower  be applied to the  purchase or other
acquisition or retirement of any Junior Liabilities;  provided,  however,  that,
(a) until such time as Borrower  shall have  defaulted  in the payment when due,
whether by  acceleration  or otherwise,  of any amount payable in respect to the
Senior  Liabilities  and Lender has given Borrower  written notice (which may be
given electronically, via facsimile or written document) of such payment default
or (b) until such time as Borrower shall have defaulted in the payment when due,
whether by  acceleration  or otherwise,  of any amount payable in respect to any
lender (other than Lender) to which the undersigned has  subordinated the Junior
Liabilities  under a separate  Subordination  Agreement - Travis Boats & Motors,
Inc. Indebtedness to Brunswick Corporation executed by the undersigned as of the
date hereof and such other lender has given  Borrower  written notice (which may
be given  electronically,  via  facsimile  or written  document) of such payment
default or (c) subject to the provisions of paragraph 6 of this Agreement, until
such  time as any  lender  (other  than  Lender)  to which the  undersigned  has
subordinated the Junior Liabilities under a separate  Subordination  Agreement -
Travis Boats & Motors, Inc.  Indebtedness to Brunswick  Corporation  executed by
the  undersigned as of the date hereof has given Borrower  written notice (which
may be given electronically, via facsimile or written document) that any default
or event of default  relating to any  violation or default with respect to or of
any financial covenant or ratio has occurred,  or will occur with the passing of
time,  the giving of  notice,  or both;  or (d)  subject  to the  provisions  of
paragraph 6 of this Agreement, until such time as any lender (other than Lender)
to which  the  undersigned  has  subordinated  the  Junior  Liabilities  under a
separate  Subordination  Agreement - Travis Boats & Motors, Inc. Indebtedness to
Brunswick  Corporation  executed  by the  undersigned  as of the date hereof has
given Borrower written notice (which may be given electronically,  via facsimile
or written document) that any other default or event of default not described in
clauses (a),  (b),  (c), (e) or (f) of this  paragraph 5 has  occurred,  or will
occur with the passing of time, the giving of notice, or both; or (e) until such
time as Borrower or any other  borrower  under that  certain  Loan and  Security
Agreement dated January 24, 2000, as amended from time to time, by and among the
entities set forth on acknowledgement  attached hereto and Lender (said loan and
security  agreement,  as  amended  and/or  restated  from time to time  shall be
referred  to as the  "Loan  Agreement")  or any  guarantor  of any or all of the


                                       2
<PAGE>

Senior  Liabilities shall become insolvent or generally fail to pay, or admit in
writing its  inability to pay,  such  person's or entity's  debts as they become
due, or a proceeding under any bankruptcy, reorganization,  arrangement of debt,
insolvency,  readjustment of debt or receivership  law or statute is filed by or
against  Borrower,  any other borrower under the Loan Agreement or any guarantor
of any or all of the Senior  Liabilities  or any  Borrower,  any other  borrower
under  the  Loan  Agreement  or any  guarantor  of  any  or  all  of the  Senior
Liabilities makes an assignment for the benefit of creditors;  or (f) subject to
the provisions of paragraph 6 of this  Agreement,  until such time as Lender has
given Borrower written notice (which may be given electronically,  via facsimile
or written  document)  that any "Event of  Default"  (as defined in the Loan and
Security  Agreement)  relating to any violation or default with respect to or of
any financial covenant or ratio has occurred,  or will occur with the passing of
time,  the giving of  notice,  or both;  or (g)  subject  to the  provisions  of
paragraph  6 of this  Agreement,  until such time as Lender  has given  Borrower
written  notice  (which may be given  electronically,  via  facsimile or written
document) that any other "Event of Default" (as defined in the Loan and Security
Agreement)  not described in clauses (a), (b), (c), (e) or (f) of this paragraph
5 has occurred, or will occur with the passing of time, the giving of notice, or
both (any such events  described in clauses (a) through (g) in this  paragraph 5
which has not been cured or waived shall be referred to as a  "Continuing  Event
of Default"), Borrower may continue to make payments of interest during the term
of the Junior  Liabilities  in  existence as of the date of this  Agreement  and
principal  at  maturity  pursuant  to the  terms of the  Junior  Liabilities  in
existence as of the date of this Agreement.  In addition and notwithstanding any
other provision of this Agreement, if

                  (i)      subject to the provisions of clause (iv) below,  both
                           any event  described  under clauses (d) and/or (g) of
                           this  paragraph  5 has  occurred  and  Lender has not
                           accelerated  any or all  of the  Senior  Liabilities,
                           after the  passage  of 30 days  following  the latest
                           date of the written notice  referred to such clauses,
                           Borrower  may  resume  making  payments  of  interest
                           during  the  term  of  the  Junior   Liabilities   in
                           existence at the date of this Agreement or

                  (ii)     subject to the provisions of clause (iv) below,  both
                           any event  described  under clauses (c) and/or (f) of
                           this  paragraph  5 has  occurred  and  Lender has not
                           accelerated  any or all  of the  Senior  Liabilities,
                           after the  passage  of 90 days  following  the latest
                           date of the written notice  referred to such clauses,
                           Borrower  may  resume  making  payments  of  interest
                           during  the  term  of  the  Junior   Liabilities   in
                           existence at the date of this Agreement or

                  (iii)    subject to the  provisions of clause (iv) below,  any
                           event  described in clauses (a),  (b),  (c), (d), (f)
                           and/or (g) of this paragraph 5 has been  subsequently
                           cured by Borrower  and/or any other  person or entity
                           or waived by Lender and no other event under  clauses
                           (a)  through  (g) have  occurred  that in the case of
                           clauses (a),  (b),  (c), (d), (f) and/or (g) have not
                           been cured by  Borrower  and/or  any other  person or
                           entity or  waived  by  Lender,  Borrower  may  resume
                           making  payments of  interest  during the term of the
                           Junior  Liabilities  in existence at the date of this


                                       3
<PAGE>

                           Agreement and  principal at maturity  pursuant to the
                           terms of the Junior  Liabilities  in  existence as of
                           the date of this Agreement; or

                  (iv)     if at any time or from time to time,  any  payment of
                           any  principal or interest of the Junior  Liabilities
                           is  precluded  from being made  pursuant to the terms
                           and   provisions  of  any   agreement,   document  or
                           instrument,   including,  but  not  limited  to,  any
                           subordination   agreement  executed  by  any  of  the
                           undersigned     and/or    the     Borrower,     then,
                           notwithstanding   anything  else  contained  in  this
                           Agreement,   no   payment   of  any  of  the   Junior
                           Liabilities shall be made.

Until  the  Senior   Liabilities  have  been  indefeasibly  paid  in  full,  the
undersigned agrees that any security interests and liens the undersigned now has
or hereafter  may have in any or all of the property  (whether real or personal)
of Borrower is and shall be subordinate to Lender's security interests and liens
in such property but only to the extent such  security  interests or liens arise
pursuant  to the  Purchase  Agreement  or are in any way  related  to the Junior
Liabilities (including, but not limited to, any judgment liens and liens arising
by operation of law).  Without  limitation  of the  foregoing,  the  undersigned
acknowledge and agree that the subordination of lien set forth in this paragraph
5 applies  notwithstanding any right of the undersigned to effect any collection
or enforcement of any of the Junior Liabilities as allowed under paragraph 10 of
this Agreement.

         6.  In  the  event  of  any  dissolution,   winding  up,   liquidation,
readjustment,  reorganization or other similar proceedings  relating to Borrower
or to its property (whether voluntary or involuntary,  partial or complete,  and
whether in bankruptcy, insolvency or receivership, or upon an assignment for the
benefit  of  creditors,  or  any  other  marshaling  of  Borrower's  assets  and
liabilities,  or any sale of all or substantially  all of Borrower's  assets, or
otherwise),  the  Senior  Liabilities  shall  first be paid in full  before  the
undersigned  shall  be  entitled  to  receive  and  to  retain  any  payment  or
distribution  in respect of the Junior  Liabilities,  and, in order to implement
the foregoing,  (a) all payments and  distributions  of any kind or character in
respect of the Junior  Liabilities to which the undersigned would be entitled if
the Junior  Liabilities were not  subordinated,  pledged or assigned pursuant to
this  Agreement  shall be made  directly to Lender;  (b) the  undersigned  shall
promptly file a claim or claims, in the form required in such  proceedings,  for
the full  outstanding  amount of the Junior  Liabilities,  and shall  cause said
claim or claims to be  approved  and all  payments  and other  distributions  in
respect thereof to be made directly to Lender;  and (c) the  undersigned  hereby
irrevocably  agree that Lender may, at its sole discretion,  in the name of each
of the  undersigned or otherwise,  demand,  sue for,  collect,  receive and give
receipt for any and all such payments or distributions, and file, prove and vote
or consent in any such  proceedings  with respect to, any and all claims of that
undersigned relating to the Junior Liabilities.

         7. In the event  that any of the  undersigned  receive  any  payment or
other  distribution  of any kind or  character  from  Borrower or from any other
source  whatsoever  in respect of any of the Junior  Liabilities,  other than as
expressly  permitted  by the  terms of this  Agreement,  such  payment  or other
distribution  shall be received in trust for Lender and promptly  turned over by

                                       4
<PAGE>

the  undersigned  to Lender.  It is  expressly  understood  and agreed  that any
interest or principal  payment with respect to the Junior  Liabilities which was
properly  made in  accordance  with the terms of this  Agreement  at the time of
payment  shall not be held in trust for Lender  and shall not be turned  over by
the  undersigned  to Lender,  notwithstanding  any subsequent  event  including,
without limitation, any subsequent event described in clauses (a) through (e) of
paragraph  5 of this  Agreement.  Following  the  payment  of all of the  Senior
Liabilities  and  termination  of all of  Lender's  obligations  to provide  any
financing to Borrower,  including, but not limited to, under the Loan Agreement,
the  undersigned  shall be subrogated to Lender with respect to the amounts paid
to Lender pursuant to the immediately preceding sentence.  The undersigned shall
mark the undersigned's  books and records,  and cause Borrower to mark its books
and  records,  so as  to  clearly  indicate  that  the  Junior  Liabilities  are
subordinated in accordance with the terms of this Agreement,  and shall cause to
be clearly inserted in any promissory note or other instrument which at any time
evidences  any of the Junior  Liabilities  a  statement  to the effect  that the
payment  thereof is subordinated in accordance with the terms of this Agreement.
The  undersigned  shall execute such further  documents or instruments  and take
such further action as Lender may reasonably  from time to time request to carry
out the intent of this Agreement.

         8. All payments and distributions  received by Lender in respect of the
Junior  Liabilities,  to the extent  received in or converted  into cash, may be
applied  by  Lender  first to the  payment  of any and all  expenses  (including
attorneys'  fees and  costs)  paid or  incurred  by  Lender  in  enforcing  this
Agreement  or in  endeavoring  to  collect  or  realize  upon any of the  Junior
Liabilities or any security therefor,  and any balance thereof shall,  solely as
between  the  undersigned  and  Lender,  be applied by Lender,  in such order of
application  as Lender may from time to time  select,  toward the payment of the
Senior Liabilities remaining unpaid; provided,  however, as between Borrower and
its creditors,  no such payments or distributions of any kind or character shall
be deemed to be payments or distributions in respect of the Senior  Liabilities;
and,  notwithstanding  any such payments or distributions  received by Lender in
respect of the Junior Liabilities and so applied by Lender toward the payment of
the Senior Liabilities, the undersigned shall be subrogated to the then existing
rights of Lender, if any, in respect of the Senior Liabilities only at such time
as this Agreement  shall have been  discontinued  and Lender shall have received
payment of the full amount of the Senior  Liabilities,  as provided in paragraph
11 hereof.

         9. The  undersigned  hereby waive (a) notice of acceptance by Lender of
this Agreement; (b) notice of the existence or creation or non-payment of all or
any of the Senior Liabilities; and (c) all diligence in collection or protection
of or  realization  upon the Senior  Liabilities  or any thereof or any security
therefor.

         10.  Without the  Lender's  consent,  the  undersigned  may transfer or
assign any or all Junior  Liabilities to any party who agrees to  simultaneously
enter into a subordination  agreement with the Lender  substantially in the form
of this  Agreement,  with such changes as are necessary to reflect such transfer
or  assignment.  The  undersigned  shall not,  without  Lender's  prior  written
consent,  (a)  cancel,  waive,  forgive,  or attempt to enforce or  collect,  or
subordinate to any  Liabilities,  other than the  subordination  pursuant to the
Senior  Liabilities  under this Agreement and the "Senior  Liabilities"  under a
separate  Subordination  Agreement - Travis Boats & Motors, Inc. Indebtedness to

                                       5
<PAGE>

Brunswick  Corporation  executed by the  undersigned as of the date hereof,  any
Junior  Liabilities  or any rights in respect  thereof;  (b) take any collateral
security for any Junior  Liabilities;  (c) convert any Junior  Liabilities  into
stock of Borrower except as set forth in the Convertible Note; (d) commence,  or
join with any other creditor in commencing,  any bankruptcy,  reorganization  or
insolvency  proceedings with respect to Borrower; (e) declare default (howsoever
defined) under any  agreement,  instrument or document  representing  any of the
Junior  Liabilities,   including  but  not  limited  to  the  Subordinated  Debt
Documents; or (f) amend, modify, extend, renew, supplement,  replace, substitute
and/or restate the Subordinated Debt Documents; provided, however, that upon any
default  by  Borrower  on the  payment  of any of  the  interest  on the  Junior
Liabilities in existence on the date of this  Agreement,  or upon the maturation
of the principal  amount of the Junior  Liabilities  in existence on the date of
this Agreement,  the  undersigned  may pursue  enforcement and collection of the
payment of such Junior  Liabilities  in existence on the date of this  Agreement
provided no Continuing of Event of Default has occurred or  subsequently  occurs
prior to the point in time that the  undersigned  collects  any  portion of such
Junior  Liabilities  (unless with respect to each specific  Continuing  Event of
Default referenced in paragraphs 5(i) and (ii) of this Agreement, (A) the 30 day
period  in  paragraph  5(i) of this  Agreement  and  (B)  the 90 day  period  in
paragraph  5(ii) of this Agreement  have expired and Lender has not  accelerated
any or all of the Senior  Liabilities),  and further provided that the repayment
of such Junior Liabilities would not cause an Event of Default to occur, whether
immediately or with the passing of time, the giving of notice, or both, pursuant
to the provisions of the Loan Agreement. If a Continuing Event of Default should
occur prior to the point in time when the Junior Liabilities on the date of this
Agreement  have  been  paid in  full  (unless  with  respect  to  each  specific
Continuing  Event of  Default  referenced  in  paragraphs  5(i) and (ii) of this
Agreement, (A) the 30 day period in paragraph 5(i) of this Agreement and (B) the
90 day period in paragraph  5(ii) of this  Agreement have expired and Lender has
not  accelerated any or all of the Senior  Liabilities),  or if the repayment of
such  Junior  Liabilities  would  cause an Event of  Default  to occur,  whether
immediately or with the passing of time, the giving of notice, or both, pursuant
to the provisions of the Loan  Agreement,  then the  undersigned may not further
enforce or collect on either principal or interest  payments with respect to the
Junior  Liabilities  until  such  time as  Lender  has been paid in full for all
Senior  Liabilities or such Continuing  Event of Default is cured by Borrower or
waived in writing by Lender,  or if such collection or enforcement is prohibited
because  repayment  of the Junior  Liabilities  would cause a default  under the
terms of the Loan Agreement then the undersigned may not collect that portion of
the Junior  Liabilities  that would cause an Event of Default to occur,  whether
immediately or with the passing of time, the giving of notice, or both, pursuant
to the provisions of the Loan Agreement. To the extent that the undersigned take
any permitted  action pursuant to this paragraph 10, the undersigned  shall give
Lender  written  notice of such  action  contemporaneously  with or prior to the
taking of each such action.

         11.  The  undersigned  represent  and  warrant  to Lender  that (a) the
undersigned  have all requisite  power and authority to execute and deliver this
Agreement to Lender;  and (b) the  undersigned  are the sole owners of, and have
not  assigned,  transferred  or  set  over  in  whole  or in  part,  any  of the
undersigneds'  right, title or interest and liens in any of Borrower's  property
(whether real or personal) securing the Junior Liabilities.

                                       6
<PAGE>

         12. This Agreement shall in all respects be a continuing  agreement and
shall remain in full force and effect (notwithstanding, without limitation, that
at any time or from time to time the  Senior  Liabilities  shall  have been paid
down to zero in  connection  with any line of credit,  floor  plan or  revolving
indebtedness  of any  kind,  unless  Lender  shall  have  cancelled  the  Senior
Liabilities)  until the first to occur of (i) the final and permanent payment in
full  of all  Senior  Liabilities,  (ii)  the  payment  in  full  of all  Junior
Liabilities,  or (iii) the  conversion  of the  Convertible  Note,  in each case
including any and all, extensions, amendments,  modifications or renewals of any
of such Senior Liabilities or Junior Liabilities); any and all interest accruing
on any of the foregoing,  and any and all expenses paid or incurred by Lender in
endeavoring  to collect or realize  upon any of the  foregoing  or any  security
therefor), at which time this Agreement shall terminate.

         13.  Lender  may,  from  time to time,  whether  before  or  after  any
discontinuance  of this Agreement,  at its sole discretion and without notice to
the undersigned,  take any or all of the following actions: (a) retain or obtain
a security interest in any property to secure any of the Senior Liabilities; (b)
retain or obtain the primary or  secondary  obligation  of any other  obligor or
obligors with respect to any of the Senior Liabilities;  (c) extend or renew for
one or more periods (whether or not longer than the original  period),  alter or
exchange any of the Senior Liabilities,  or release or compromise any obligation
of any nature of any obligor with respect to any of the Senior Liabilities;  and
(d)  release  its  security  interest  in, or  surrender,  release or permit any
substitution  or exchange  for, all or any part of any property  securing any of
the Senior  Liabilities,  or extend or renew for one or more periods (whether or
not longer than the original period) or release,  compromise,  alter or exchange
any obligations of any nature of any obligor with respect to any such property.

         14.  Lender  may,  from  time to time,  whether  before  or  after  any
discontinuance  of this  Agreement,  assign or transfer any or all of the Senior
Liabilities or any interest therein; and, notwithstanding any such assignment or
transfer  or  any  subsequent   assignment  or  transfer  thereof,  such  Senior
Liabilities  shall be and remain  Senior  Liabilities  for the  purposes of this
Agreement,  and every immediate and successive  assignee or transferee of any of
the Senior  Liabilities or of any interest  therein shall,  to the extent of the
interest of such assignee or transferee in the Senior  Liabilities,  be entitled
to the  benefits of this  Agreement  to the same  extent as if such  assignee or
transferee were Lender;  provided,  however, that, unless Lender shall otherwise
consent in writing, Lender shall have an unimpaired right, prior and superior to
that of any such  assignee or  transferee,  to enforce this  Agreement,  for the
benefit of Lender,  as to those of the Senior  Liabilities  which Lender has not
assigned or  transferred;  and provided  further than any assignee or transferee
must  agree to the terms of this  Agreement  and the  undersigned  must be given
notice of such transfer or assignment.

         15. Lender shall not be  prejudiced in its rights under this  Agreement
by  any  act  or  failure  to  act  of  Borrower  or  the  undersigned,  or  any
noncompliance  of Borrower or the undersigned  with any agreement or obligation,
regardless of any  knowledge  thereof which Lender may have or with which Lender
may be charged;  and no action of Lender  permitted  hereunder  shall in any way
affect or impair  the rights of Lender and the  obligations  of the  undersigned
under this Agreement.

                                       7
<PAGE>

         16.  No delay on the part of  Lender  in the  exercise  of any right or
remedy shall operate as a waiver thereof,  and no single or partial  exercise by
Lender of any right or remedy shall preclude other or further  exercise  thereof
or the  exercise of any other  right or remedy;  nor shall any  modification  or
waiver of any of the  provisions of this Agreement be binding upon Lender except
as expressly set forth in writing duly signed and delivered on behalf of Lender.
For the  purposes  of this  Agreement,  Senior  Liabilities  shall  include  all
obligations  of  Borrower  to  Lender,  notwithstanding  any  right  or power of
Borrower or anyone else to assert any claim or defense as to the  invalidity  or
unenforceability  of any such  obligation,  and no such claim or  defense  shall
affect or impair the agreements and obligations of the undersigned hereunder.

         17. This Agreement  shall be binding upon the  undersigned and upon the
undersigneds'  respective heirs, legal representatives,  successors and assigns;
and, to the extent that  Borrower is a  corporation,  all  references  herein to
Borrower  shall be  deemed to  include  any  successor  or  successors,  whether
immediate or remote, to such  corporation.  If more than one party shall execute
this  Agreement,  the term  "undersigned"  as used herein shall mean all parties
executing this Agreement and each of them, and all such parties shall be jointly
and severally obligated hereunder.

         18. This  Agreement  shall be governed by and  construed in  accordance
with the laws of Illinois  applicable to contracts wholly executed and performed
within the  boundaries of that state.  Wherever  possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under such law, such  provision  shall be  ineffective  to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision or the remaining provisions of this Agreement.  All notices,  demands,
instructions  and other  communications  required or permitted to be given to or
made upon any person or entity  relating to this  Agreement  shall be in writing
personally  delivered or sent by overnight courier or by facsimile machine,  and
shall be deemed to be given for purposes of this  Agreement on the day that such
writing is  delivered  or sent by  facsimile  machine or one (1) days after such
notice  is sent by  overnight  courier  to the  intended  recipient  thereof  in
accordance with the provisions of this paragraph.  Unless otherwise specified in
a notice sent or delivered in accordance  with the foregoing  provisions of this
paragraph,  notices,  demands,  instructions and other communications in writing
shall be  given  to or made  upon the  respective  signatories  hereto  at their
respective  addresses  indicated  for  such  signatories  set  forth  below  the
signature lines of this Agreement.

         19. THE UNDERSIGNED  EACH  ACKNOWLEDGE THAT THE LOAN AGREEMENT IS BEING
SIGNED BY THE LENDER IN PARTIAL  CONSIDERATION  OF LENDER'S  RIGHT TO ENFORCE IN
THE  JURISDICTION  STATED BELOW THE TERMS AND PROVISION OF THIS  AGREEMENT,  THE
LOAN AGREEMENT AND ALL OF THE AGREEMENTS, DOCUMENTS AND INSTRUMENTS CONTEMPLATED
OR REQUIRED BY THE LOAN AGREEMENT.  THE UNDERSIGNED  CONSENTS TO JURISDICTION IN
THE STATE OF ILLINOIS  AND VENUE IN ANY STATE OR FEDERAL  COURT IN COOK  COUNTY,
ILLINOIS  FOR SUCH  PURPOSES  AND  WAIVES  ANY AND ALL  RIGHTS TO  CONTEST  SAID
JURISDICTION AND VENUE AND ANY OBJECTION THAT SAID COUNTY IS NOT CONVENIENT. THE
UNDERSIGNED  EACH WAIVE ANY RIGHTS TO COMMENCE ANY ACTION  AGAINST LENDER IN ANY

                                       8
<PAGE>

JURISDICTION  EXCEPT THE AFORESAID COUNTY AND STATE.  LENDER AND THE UNDERSIGNED
HEREBY EACH EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM  BROUGHT BY EITHER (A) THE UNDERSIGNED AGAINST LENDER
OR (B) LENDER  AGAINST THE  UNDERSIGNED  WITH  RESPECT TO ANY MATTER  WHATSOEVER
RELATING TO, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

         20. To the extent that any right  granted to Lender is also  granted to
the Lender as  defined in the other  Subordination  Agreement  - Travis  Boats &
Motors, Inc. Indebtedness to Shareholder  Purchasers executed by the undersigned
as of the date  hereof,  such right  shall be deemed to be a joint right of both
Lender and the lender under such other subordination agreement.

         21.  This  Subordination  Agreement  may only be  amended  by a written
instrument signed by the Borrower, the undersigned and the Lender.

         22. The Lender shall not impose any  restrictions on the payment of the
Junior Liabilities other than as set forth in this Subordination Agreement.

         IN WITNESS WHEREOF,  this Agreement has been made and delivered at Cook
County, Illinois, as of _________________, 2001.

             [THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK;
                             SIGNATURE PAGES FOLLOW]


                                       9
<PAGE>

               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE


                                       WALTON INVESTMENTS, LTD.


                                       By:
                                          -------------------------------------
                                          Mark T. Walton, its Managing partner

                                       Address:
                                               --------------------------------
                                       Phone:
                                               --------------------------------
                                       Fax:
                                               --------------------------------






                                       10
<PAGE>


               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE



                                       By:
                                          -------------------------------------
                                          Ronnie L. Spradling


                                       Address:
                                               --------------------------------
                                       Phone:
                                               --------------------------------
                                       Fax:
                                               --------------------------------







                                       11
<PAGE>

               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE




                                       By:
                                          ------------------------------------
                                          Robert C. Siddons

                                       Address:
                                               --------------------------------
                                       Phone:
                                               --------------------------------
                                       Fax:
                                               --------------------------------







                                       12
<PAGE>

               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE


                                       JE SIMPSON FAMILY PARTNERS, L.P.


                                       By:
                                          ------------------------------------
                                          Joseph E. Simpson, its general partner


                                       Address:
                                               --------------------------------
                                       Phone:
                                               --------------------------------
                                       Fax:
                                               --------------------------------





                                       13
<PAGE>


               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE




                                       By:
                                          -------------------------------------
                                          Stephen W. Gurasich


                                       Address:
                                               --------------------------------
                                       Phone:
                                               --------------------------------
                                       Fax:
                                               --------------------------------










                                       14
<PAGE>



               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE



                                       By:
                                          -------------------------------------
                                          E.D. Bohls

                                       Address:
                                               --------------------------------
                                       Phone:
                                               --------------------------------
                                       Fax:
                                               --------------------------------








                                       15
<PAGE>



               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE


                                       ECHO BAY, LTD.


                                       By:
                                          -------------------------------------
                                          Catwill Inc., its general partner

                                       By:
                                          -------------------------------------
                                          Rex Bohls
                                          President, Catwill, Inc.


                                       Address:
                                               --------------------------------
                                       Phone:
                                               --------------------------------
                                       Fax:
                                               --------------------------------





                                       16
<PAGE>


               SHAREHOLDER PURCHASER SUBORDINATION SIGNATURE PAGE



                                       By:
                                          ------------------------------------
                                           James Bohls


                                       Address:
                                               --------------------------------
                                       Phone:
                                               --------------------------------
                                       Fax:
                                               --------------------------------







                                       17
<PAGE>



                                 ACKNOWLEDGMENT

         Borrower  hereby  acknowledges  receipt  of a  copy  of  the  foregoing
Agreement, waives notice of acceptance thereof by Lender, and agrees to be bound
by the  terms and  provisions  thereof,  to make no  payments  or  distributions
contrary  to the terms and  provisions  thereof,  and to do every  other act and
thing  necessary or appropriate to carry out such terms and  provisions.  In the
event of any  violation  of any of the terms  and  provisions  of the  foregoing
Agreement,  then, at Lender's  election,  any and all obligations of Borrower to
Lender shall  immediately  become due and payable and any and all  agreements of
Lender to make loans,  advances or other  financial  accommodations  to Borrower
shall  immediately  terminate,  notwithstanding  any  provisions  thereof to the
contrary.  Borrower  acknowledges  and agrees  that any  notice or cure  periods
described  in the  foregoing  Agreement  are for the sole benefit of the parties
described as the undersigned in the foregoing  Agreement and not for the benefit
of Borrower, any other borrower under the Loan Agreement or any guarantor of any
or all of the Senior Liabilities.


Dated:                              , 2001
       -----------------------------

                                       TRAVIS BOATS & MOTORS, INC.


                                       By:
                                          -------------------------------------
                                       Title:
                                             ----------------------------------

                                       Address:
                                               --------------------------------
                                       Phone:
                                               --------------------------------
                                       Fax:
                                               --------------------------------


ACCEPTED in Cook County, Illinois
as of the date set forth above.

TRANSAMERICA COMMERCIAL
FINANCE CORPORATION

By:
   ----------------------------------
Title:
      -------------------------------

Address:   5595 Trillium Boulevard
           Hoffman Estates, Illinois  60192
           Attention: Ted Denniston
Phone:     (847) 747-7769
Fax:       (847) 747-7458








                                       18


</TEXT>
</DOCUMENT>
