EX-10.21(b)






THIRD AMENDMENT 

TO SECOND AMENDED AND RESTATED

CREDIT AND SECURITY AGREEMENT




This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this
“Third Amendment”) is entered into as of March 7, 2008 (the “Effective Date”), by
and among MARINEMAX, INC., a Delaware corporation (the “Company”) and each of the six (6)
other Borrowers set forth on Schedule I attached hereto and by the reference incorporated
herein (each of the Company and each of such six (6) Persons other than the Company, singularly, a
“Borrower,” and the Company and all of such Persons other than the Company, collectively,
the “Borrowers”), KEYBANK NATIONAL ASSOCIATION, a national banking association, both
individually (in such capacity, “KeyBank”) and as administrative agent (in such capacity,
the “Administrative Agent”) for the Lenders (as hereinafter defined), BANK OF AMERICA,
N.A., a national banking association and successor by merger to Banc of America Specialty Finance,
Inc., individually (in such capacity, “BOA”), as collateral agent (in such capacity, the
“Collateral Agent”) and as documentation agent (in such capacity, the “Documentation
Agent”) and the various other financial institutions as are or may become parties hereto,
including, as of the date hereof, GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, a Nevada
corporation (“GE Commercial”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association (“Wachovia”), WELLS FARGO BANK, N.A., a national banking association
(“Wells Fargo”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (“US
Bank”), BRANCH BANKING & TRUST COMPANY, a North Carolina corporation (“BB&T”), and BANK
OF THE WEST, a California corporation (“Bank of the West”) that is as of the date of this
Third Amendment replacing National City Bank as a Lender under the Agreement (KeyBank, BOA, GE
Commercial, Wachovia, Wells Fargo, US Bank, BB&T, Bank of the West, and such other financial
institutions, collectively, the “Lenders”), amending that Second Amended and Restated
Credit and Security Agreement dated as of June 19, 2006, by and among Borrowers and Lenders as
heretofore amended by the First Amendment to Second Amended and Restated Credit and Security
Agreement dated as of May 31, 2007 and the Second Amendment to Second Amended and Restated Credit
and Security Agreement dated as of October 1, 2007 (the “Agreement”). Unless otherwise
defined in this Third Amendment, all defined terms used in this Third Amendment shall have the
meanings ascribed to such terms in the Agreement. This Third Amendment is entered into in
consideration of, and upon, the terms, conditions and agreements set forth herein.



1. Background.



(A) Borrowers and Lenders desire to amend certain provisions of the Agreement effective as of
the date of this Third Amendment. In addition, Borrowers desire to replace National City Bank
(“National City”), one of the original lenders under the Agreement, with Bank of the West
to approve this Third Amendment. Pursuant to Section 9.06(b) of the Agreement, the Borrowers and
KeyBank, BOA, GE Commercial, Wachovia, Wells Fargo, US Bank and BB&T have agreed to replace
National City with Bank of the West, and National City has both consented to being replaced and
waived the 30-day notice requirement in Section 9.06(b).



(B) Contemporaneously with the execution and delivery of this Third Amendment, (1) Bank of the
West has purchased National City’s Promissory Note for principal amount of such Promissory Note,
(2) National City has delivered its Promissory Note to the Administrative Agent for the benefit of
Bank of the West, (3) the Borrowers have executed in favor of Bank of the West and delivered to the
Administrative Agent for redelivery to Bank of the West a new Promissory Note dated as of the
Effective Date, and (4) the Administrative Agent, acting on behalf of the Bank of the West, has
canceled and returned to the Borrowers the National City Promissory Note. All such payments and
deliveries are being made with the understanding that (a) all interest on the National City
Promissory Note accruing from the last Interest Payment Date to the Effective Date shall be
remitted to National City by the Administrative Agent when received by the Administrative Agent on
the next Interest Payment Date, and (b) all interest on the Bank of the West Note accruing from the
Effective Date to the next Interest Payment Date shall be remitted to Bank of the West by the
Administrative Agent when received by the Administrative Agent on the next Interest Payment Date.



2. Amendments to Provisions Relating to the Replacement of National City with Bank of the
West. Various provisions of the Agreement formerly mentioning National City are hereby amended
to replace National City with Bank of the West, as follows:




(A) The definition of “Lenders” is hereby amended to read in its entirety as follows:



“Lenders” shall mean (a) KeyBank, BOA, GE Commercial, Wachovia, Wells
Fargo, US Bank, BB&T, and Bank of the West, (b) any Affiliate or Affiliates to which
any of the institutions named in (a) above shall assign its interests under this
Agreement in the manner permitted by Section 9.04, (c) any additional lenders
hereafter admitted in accordance with Section 9.05 of this Agreement, and (d) any
replacement lenders hereafter admitted in accordance with Section 9.06 of this
Agreement.




(B) Section 2.01(b) of the Agreement is hereby amended to read in its entirety as
follows:



(b) Lenders and Pro Rata Percentages. Until such time as additional or
replacement Lenders are added in the manner contemplated by Section 9.05 or Section
9.06 of this Agreement, the respective Pro Rata Percentages of the Lenders in the
Commitment shall be as follows:



	 	 	 	 	 
	Lender — Pro Rata Percentage

	 

	BOA
	 	 	27	%
	KeyBank
	 	 	20	%
	GE Commercial
	 	 	18	%
	Wachovia
	 	 	10	%
	Wells Fargo
	 	 	7	%
	US Bank
	 	 	6	%
	BB&T
	 	 	6	%
	Bank of the West
	 	 	6	%
	 
	 	 	 	 
	TOTAL
	 	 	100	%
	 
	 	 	 	 






Each Lender shall have the right to participate a portion of its Pro Rata Percentage
of the Advances and the Commitment and to assign its Pro Rata Percentage of the
Advances and the Commitment in the manner permitted by Section 9.04 of this
Agreement.



(C) Section 9.02(e) of the Agreement is hereby amended to read in its entirety as follows:




(e) If to Bank of the West:




Bank of the West


201 N. Civic Drive


Walnut Creek, California 94596


Attn: Jim Chesser, VP, Credit Manager


Fax: (800) 473-9878



3. Amendments to Section 6.01 the Agreement. Section 6.01 of the Agreement is hereby
amended to read in its entirety as follows:



6.01 Financial Covenants



(a) The Borrowers shall maintain, on a consolidated basis, a Current Ratio of
at least: (1) 1.20 to 1 for the calendar quarters ending June 30 and September 30 of
each year, and (2) 1.15 to 1 for the calendar quarters ending December 31 and March
31 of each year.



(b) The Borrowers shall maintain, on a consolidated basis, a Leverage Ratio of
not more than (1) 4.00 to 1 for the calendar quarters ending June 30 and September
30 of each year, and (2) 5.0 to 1 for the calendar quarters ending December 31 and
March 31 of each year.



(c) The Borrowers shall maintain, on a consolidated basis, a Fixed Charges
Coverage Ratio of at least 1.25 to 1, tested quarterly on the basis of a rolling
period of twelve (12) calendar months; provided, however, that for the
calendar quarters ending on September 30, 2008, December 31, 2008, March 31, 2009,
and June 30, 2009, the Borrowers shall maintain, on a consolidated basis, a Fixed
Charges Coverage Ratio of at least 1.10 to 1, tested quarterly on the basis of a
rolling period of twelve (12) calendar months.



4. Effect on Agreement. Except as specifically amended and modified by this Third
Amendment, all terms, conditions, covenants and agreements set forth in the Agreement shall remain
in full force and effect. The miscellaneous provisions of Article IX of the Agreement shall apply
with equal force to this Third Amendment.



5. Counterparts. This Third Amendment may be executed in two or more counterparts,
each of which shall constitute an original but all of which when taken together shall constitute
one agreement.



IN WITNESS WHEREOF, this Third Amendment to the Second Amended and Restated Credit and
Security Agreement has been executed and delivered by the parties (including 100% of the Lenders)
as of the day and year first above written.



“BORROWERS”



MARINEMAX, INC., a Delaware corporation



By: /s/ Kurt M. Frahn

Kurt M. Frahn, Vice President




MARINEMAX EAST, INC., a Delaware corporation



By: /s/ Kurt M. Frahn

Kurt M. Frahn, Assistant Secretary




MARINEMAX SERVICES, INC., a Delaware corporation



By: /s/ Kurt M. Frahn

Kurt M. Frahn, Assistant Secretary




MARINEMAX REALTY, LLC, a Delaware limited liability company





NEWCOAST FINANCIAL SERVICES, LLC, a Delaware limited liability company



By: MARINEMAX, INC., sole member

By: /s/ Kurt M. Frahn

Kurt M. Frahn, Vice President




MARINEMAX NORTHEAST, LLC, a Delaware limited liability company





BOATING GEAR CENTER, LLC, a Delaware limited liability company



By: MARINEMAX EAST, INC., sole member

By: /s/ Kurt M. Frahn

Kurt M. Frahn, Assistant Secretary




“LENDERS”



KEYBANK NATIONAL ASSOCIATION, a national banking association



By: /s/ Brian T. McDevitt

Brian T. McDevitt

Vice President




BANK OF AMERICA, N.A., successor by merger to Banc of America Specialty Finance, Inc.



By: /s/ L. Ransom Burts

L. Ransom Burts

Senior Vice President




GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, a Nevada corporation



By: /s/ David M. Campbell


David M. Campbell


Operations Manager



WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association



By: /s/ Leslie Fredericks

Leslie Frederics

Vice President




WELLS FARGO BANK, N.A., a national banking association



By: /s/ Don A. Byers

Don A. Byers

Vice President




U.S. BANK NATIONAL ASSOCIATION, a national banking association



By: /s/ Silvia Bougler

Silvia Bougler

Vice President




BRANCH BANKING & TRUST COMPANY, a North Carolina corporation



By: /s/ Brigitta Lawton

Brigitta Lawton

Senior Vice President




BANK OF THE WEST, a California corporation



By: /s/ James Chesser

James Chesser

Vice President




“ADMINISTRATIVE AGENT”



KEYBANK NATIONAL ASSOCIATION, a national banking association



By: /s/ Brian T. McDevitt

Brian T. McDevitt

Vice President




“COLLATERAL AGENT” and “DOCUMENTATION AGENT”



BANK OF AMERICA, N.A., successor by merger to Banc of America Specialty Finance, Inc.



By: /s/ L. Ransom Burts

L. Ransom Burts

Senior Vice President




1



Schedule I





	 	1.	 	MARINEMAX EAST, INC., a Delaware corporation






	 	2.	 	MARINEMAX SERVICES, INC., a Delaware corporation






	 	3.	 	MARINEMAX REALTY, LLC, a Delaware limited liability company






	 	4.	 	NEWCOAST FINANCIAL SERVICES, LLC, a Delaware limited liability company






	 	5.	 	MARINEMAX NORTHEAST, LLC, a Delaware limited liability company






	 	6.	 	BOATING GEAR CENTER, LLC, a Delaware limited liability company






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