Exhibit 10.21(i)





Exhibit 10.21(i)




NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT
REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST.



AMENDMENT NUMBER ONE




THIS AMENDMENT NUMBER ONE dated this 17th day of December, 2010 is to that certain Program
Terms Letter entered into by and between GE Commercial Distribution Finance Corporation
(“CDF”) and the undersigned Dealers (each, individually, a “Dealer” and,
collectively, “Dealers”) dated June 24, 2010 (as amended, supplemented or otherwise
modified from time to time, the “Program Terms Letter”).




WHEREAS, the parties hereto desire to amend the Program Terms Letter in certain respects;



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



1. The Floorplan Advance Rate section of the Program Terms Letter is hereby deleted and is
replaced with the following:



	 	 	 
	Floorplan Advance Rate:

	 	For new inventory (other than inventory financed
by CDF in connection with the Initial Advances),
100% of invoice amount, including freight (if
included on original invoice). For new inventory
financed by CDF in connection with the Payoff
Advance, such percentage, as CDF and Dealers may
agree in writing for each such unit of inventory,
of the result of (a) invoice amount, less (b) any
curtailment amounts that would have been required
to be made with respect to such units if CDF had
financed 100% of the original invoice amount with
respect to such units on or about the applicable
invoice date. For new inventory financed by CDF in
connection with the [****], 100% of the result of
(1) invoice amount, less (2) any curtailment
amounts that would have been required to be made
with respect to such units if CDF had financed
100% of the original invoice amount with respect
to such units on or about the applicable invoice
date. In each case, subject to Availability. As
used herein, “Availability” shall mean the Maximum
Credit Amount, minus the outstanding amount of
Approvals, minus the aggregate outstanding amount
of Obligations, plus the Reserve Adjustment (as
each such term is defined in the Inventory
Financing Agreement).





 


 









 





NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT
REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST.





	 	 	 
	 

	 	Pre-owned (trade in or used inventory) advances
will be as follows, subject to Availability, the
Pre-owned Inventory Sublimit, the Specific
Pre-Owned Sublimit, and the Other Pre-Owned
Sublimit (each as defined in the Inventory
Financing Agreement):
	 
	 	 
	 

	 	75% NADA (based on low NADA Value) Day 1 (“Day 1”
as used herein shall mean Acquisition Date)
through Day 180 (after Acquisition Date); 67% Day
181 (after Acquisition Date) through Day 360
(after Acquisition Date); 0% Day 361+ (after
Acquisition Date).
	 
	 	 
	 

	 	All models of pre-owned inventory are eligible
provided fair market values can be determined via
NADA, Yachtworld.com, or survey.
	 
	 	 
	 

	 	Internal condition and valuation methodology
required on all units > $500,000.00

	 
	 	 
	 

	 	(“Specific Pre-Owned Items”). If valuation of any
Specific Pre-Owned Item exceeds
	 
	 	 
	 

	 	[****], CDF advances in excess of [****] for such
Specific Pre-Owned Item shall be in CDF’s
discretion.
	 
	 	 
	 

	 	Trade in units < $500,000.00 value will be
financed on a “borrowing base” calculated as the
aggregate of the pre-owned advance rates
multiplied by the applicable low NADA Values of
such pre-owned inventory.
	 
	 	 
	 

	 	Borrowing base certificate in the form attached
hereto as Exhibit B required to be submitted
on
the date hereof and monthly by the 5th day of the
month based on preceding month end balances of
pre-owned inventory. Month-end borrowing base
certificate can be used to borrow up to 80% of
eligible borrowing base for that calendar month,
subject to Availability, the Pre-Owned Inventory
Sublimit and the Other Pre-Owned Sublimit. Any
request for advances > 80% of prior month-end
borrowing base requires submission of an updated
borrowing base and such advances shall be limited
to 100% of updated borrowing base, subject to
Availability, the Pre-Owned Inventory Sublimit and
the Other Pre-Owned Sublimit.
	 
	 	 
	 

	 	If eligible collateral on borrowing base is less
than amount borrowed against collateral, then
immediate payment shall be required of amount
sufficient to reduce amount borrowed to amount of
borrowing base.





 


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NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT
REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL
TREATMENT REQUEST.




	 	 	 
	 

	 	If any unit (new or pre-owned) remains at a
location other than a Permitted Location for more
than 30 days, then immediate payment shall be
required of the full principal amount of the
Obligations owed with respect to such unit. If the
aggregate value of units at locations other than
Permitted Locations (excluding boat shows) exceeds
$5,000,000.00 at any time, then immediate payment
shall be required of the Obligations with respect
to such units in an aggregate amount equal to such
excess. In addition, if a material adverse change
results in the reduction of the value of the
Collateral in an aggregate amount exceeding
$250,000, then immediate payment shall be required
of the Obligations with respect to such Collateral
in an amount equal to such excess; provided that,
if such reduction of value is the subject of an
insurance claim payable to CDF as loss payee, then
immediate payment of such excess amount shall only
be required to the extent it exceeds the claim
amount (net of any deductible) and payment of the
remainder of such excess shall not be required
until the earlier of (i) receipt of such insurance
proceeds, if any, or the rejection or denial of
such claim or any portion thereof and (ii) 30 days
(or such later date as CDF may agree in writing)
after such loss or damage.






2. The [****] section of the Program Terms Letter is hereby deleted and is replaced with the
following:



	 	 	 
	[****]

	 	[****] can be funded for [****] subject to cap on the amount of
RCCRA equal to the lesser of (i) [****] or (ii) [****].
	 
	 	 
	 

	 	1. Maximum of [****] removal of funds per week (Dealer may not
remove funds required to maintain the Required Amount)
	 
	 	 
	 

	 	2. Maximum of [****] contributions of funds per week (unless
otherwise needed for minimum requirements)
	 
	 	 
	 

	 	3. Not intended for direct application for unit payoffs






3. Exhibit A to the Program Terms Letter is hereby deleted and is replaced with Exhibit A
attached hereto.



4. Each reference in the Program Terms Letter, the Inventory Financing Agreement, the [****],
and any other document, instrument or agreement related thereto or executed in connection therewith
(collectively, the “Documents”) to the Program Terms Letter shall be deemed to refer to the
Program Terms Letter as amended by this Amendment Number One. Capitalized terms used but not
otherwise defined herein shall have the meanings assigned to them in the Program Terms Letter.



5. Each Dealer represents and warrants to CDF that (a) all representations and warranties of
Dealer in the Documents are true and correct as of the date hereof, (b) such Dealer has all the
necessary authority to enter into and perform this Amendment Number One, (c) this Amendment Number
One, the Program Terms Letter, the Inventory Financing Agreement, and the [****] are the legal,
valid and binding obligations of such Dealer, enforceable against Dealer in accordance with their
terms, and (d) the execution, delivery and performance of this Amendment Number One will not
violate (i) such Dealer’s organizational documents, (ii) any agreement binding upon it, unless such
violation could not result, individually or in the aggregate, in a Material Adverse Effect, or
(iii) any law, rule, regulation, order or decree, unless such violation could not result,
individually or in the aggregate, in a Material Adverse Effect.


 


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6. All other terms and provisions of the Program Terms Letter shall remain in full force and
effect except as modified pursuant to this Amendment Number One. In the event of any inconsistency
between the terms of this Amendment Number One and any Document, this Amendment Number One shall
govern. Each Dealer acknowledges that it has consulted with counsel and with such other experts and
advisors as it has deemed necessary in connection with the negotiation, execution and delivery of
this Amendment Number One. This Amendment Number One shall be construed without regard to any
presumption or rule requiring that it be construed against the party causing this Amendment Number
One or any part hereof to be drafted.



7. This Amendment Number One shall not be construed to: (a) impair the validity, perfection or
priority of any lien or security interest securing the Obligations; (b) waive or impair any rights,
powers or remedies of CDF under the Documents; (c) constitute an election of remedies to the
exclusion of any other remedies; (d) constitute an agreement by CDF or require CDF to waive any
existing or future Default or any event which, with the giving of notice, the passage of time, or
both, would result in a Default, to grant any forbearance period, or to extend the term of the
Program Terms Letter or the time for payment of the Obligations; or (e) constitute an agreement by
CDF to make any further Advances or other extensions of credit to Dealers. The execution of this
Amendment Number One and acceptance of any documents related hereto shall not be deemed to be a
waiver of any Default or any event which, with the giving of notice, the passage of time, or both,
would result in a Default, under the Inventory Financing Agreement or breach, default or event of
default under any other Document, whether or not known to CDF and whether or not existing on the
date hereof.



8. Each Dealer hereby ratifies and confirms the Program Terms Letter, as amended hereby, and
each other Document executed by such Dealer in all respects.



9. Dealers hereby release, remise, acquit and forever discharge CDF and its affiliates,
employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers,
directors, partners, participants, predecessors, successors and assigns, subsidiary corporations,
parent corporations and related corporate divisions (collectively, “Released Parties”) from
any and all actions and causes of action, judgments, executions, suits, debts, claims, demands,
liabilities, obligations, damages and expenses of any and every character, known or unknown, direct
and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter
arising, for or because of any matter or thing done, omitted or suffered to be done by any Released
Party prior to and including the date of execution hereof and in any way directly or indirectly
arising out of or in any way connected to this Amendment Number One and the Documents, including
without limitation claims relating to any settlement negotiations (collectively, the “Released
Matters”). Dealers acknowledge that the agreements in this Section 9 are intended to be
in full satisfaction of all or any alleged injuries or damages arising in connection with the
Released Matters. Dealers represent and warrant to CDF that they have not purported to transfer,
assign or otherwise convey any right, title or interest in any Released Matter to any other person
or entity and that the foregoing constitutes a full and complete release of all Released Matters.


 


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10. This Amendment Number One shall be binding upon, inure to the benefit of and be
enforceable by the parties hereto and their participants, successors and assigns. No other
person or entity shall be entitled to claim any right or benefit hereunder, including the
status of a third-party beneficiary of this Amendment Number One.



11. Except as expressly set forth herein, there are no agreements or understandings, written
or oral, among the parties hereto relating to this Amendment Number One or the Program Terms Letter
that are not fully and completely set forth herein or therein. All representations, warranties,
covenants, agreements, undertakings, waivers, and releases of Dealers contained herein shall
survive the payment and performance in full of the Obligations.



12. Any provision of this Amendment Number One which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition
or unenforceability without invalidating the remaining provisions of this Amendment Number One or
affecting the validity or enforceability of such provision in any other jurisdiction.



13. This Amendment Number One 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
Number One may be executed by any party to this Amendment Number One by original signature,
facsimile and/or electronic signature.



[Remainder of page blank]



 


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



	 	 	 	 	 	 	 
	DEALERS:	 	 
	 
	 	 	 	 	 	 
	MARINEMAX, INC.	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Kurt M. Frahn	 	 
	 	 	 	 	 
	 

	 	Print Name:
	 	Kurt M. Frahn	 	 
	 

	 	Title:
	 	Vice President of Finance, 	 	 
	 

	 	 	 	Treasurer and Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	MARINEMAX EAST, INC.	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Kurt M. Frahn	 	 
	 	 	 	 	 
	 

	 	Print Name:
	 	Kurt M. Frahn	 	 
	 

	 	Title:
	 	Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	MARINEMAX SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Kurt M. Frahn	 	 
	 	 	 	 	 
	 

	 	Print Name:
	 	Kurt M. Frahn	 	 
	 

	 	Title:
	 	Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	MARINEMAX NORTHEAST, LLC	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Kurt M. Frahn	 	 
	 	 	 	 	 
	 

	 	Print Name:
	 	Kurt M. Frahn	 	 
	 

	 	Title:
	 	Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	BOATING GEAR CENTER, LLC	 	 
	 
	 	 	 	 	 	 
	By: MARINEMAX EAST, INC., the sole member of Boating
Gear Center, LLC	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Kurt M. Frahn	 	 
	 	 	 	 	 
	 

	 	Print Name:
	 	Kurt M. Frahn	 	 
	 

	 	Title:
	 	Assistant Secretary	 	 





 


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	US LIQUIDATORS, LLC	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Kurt M. Frahn	 	 
	 	 	 	 	 
	 

	 	Print Name:
	 	Kurt M. Frahn	 	 
	 

	 	Title:
	 	Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	NEWCOAST FINANCIAL SERVICES, LLC	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Kurt M. Frahn	 	 
	 	 	 	 	 
	 

	 	Print Name:
	 	Kurt M. Frahn	 	 
	 

	 	Title:
	 	Assistant Secretary	 	 
	 
	 	 	 	 	 	 
	CDF:	 	 
	 
	 	 	 	 	 	 
	GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION	 	 
	 
	 	 	 	 	 	 
	By:
	 	 /s/ Waller Blackwell	 	 	 	 
	 	 	 	 	 
	 

	 	Print Name:	 	 Waller
Blackwell	 	 
	 

	 	Title:	 	 Wholesale
Risk Underwriting Leader	 	 






 


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Exhibit A


Advance Request Form