hzo-ex1021t_216.htm



Exhibit 10.21(t)

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.

 

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT, FIRST AMENDMENT TO THIRD AMENDED AND RESTATED PROGRAM TERMS LETTER [****]

 

THIS AMENDMENT (the “Amendment”), dated this ___ day of June, 2016, is a Second Amendment to that certain Second Amended and Restated Inventory Financing Agreement dated October 30, 2015 (as amended, supplemented or otherwise modified form time to time, the “Financing Agreement”), a First Amendment to that certain Third Amended and Restated Program Terms Letter dated October 30, 2015 (as amended, supplemented or otherwise modified from time to time, the “PTL”) [****] entered into by and among the undersigned Dealers (each, individually, a “Dealer” and, collectively, “Dealers”), Wells Fargo Commercial Distribution Finance LLC f/k/a GE Commercial Distribution Finance Corporation (in its individual capacity, “CDF”) as Agent (CDF, in such capacity as agent, is herein referred to as “Agent”) for the several financial institutions that are parties to the Financing Agreement or may from time to time become party to the Financing Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender, and such Lenders.

WHEREAS, the parties hereto desire to amend the Financing Agreement, the PTL [****] 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.Exhibit C of the Financing Agreement (Permitted Locations) is hereby amended and restated in its entirety in form and substance as set forth in Exhibit C to the Financing Agreement attached hereto.

2.Exhibit E of the Financing Agreement (Lenders’ Allocations and Ratable Share) is hereby amended and restated in its entirety in form and substance as set forth in Exhibit E to the Financing Agreement attached hereto. For the avoidance of doubt, the revised Lenders’ Allocations and Ratable Shares shall be effective as of the first Settlement Date following the date hereof.

3.Exhibit G of the Financing Agreement (Form of Trigger Compliance Certificate) is hereby added to the Financing Agreement in form and substance as set forth in Exhibit G to the Financing Agreement attached hereto.

4.Exhibit C to the PTL (Form of Inventory Certificate) is hereby amended and restated in its entirety in form and substance as set forth in Exhibit C to the PTL attached hereto.

5.The definition of “Maximum Aggregate Credit Amount” in the Financing Agreement is hereby deleted in its entirety and replaced by the following:

 

"‘Maximum Aggregate Credit Amount' means an aggregate total of Three Hundred Million Dollars ($300,000,000.00).”

 

6.The following subclause (g) is hereby added to Section 8 of the Financing Agreement:

“and (g) concurrently with the delivery of the financial statements required to be delivered under clauses (a) and (b), above, a trigger compliance certificate in the form attached hereto as Exhibit G (the “Trigger Compliance Certificate”), setting forth a calculation of Fixed Charge Coverage 

 



 

Ratio and TTM EBITDA (each as defined in the Program Terms Letter), executed by an officer of Dealers.”

7.Section 19 of the Financing Agreement is hereby deleted in its entirety and replaced by the following: 

“19.   Term and Termination. Unless sooner terminated as provided in this Agreement, the term of this Agreement shall commence on the date hereof and continue until October 30, 2019 and, if Agent provides written notice to Dealers of Agent’s intent to renew the current term at least (ninety) 90 days prior to the end of the then current term, at Agent’s sole election and subject to Dealer’s consent, the term of this Agreement shall automatically renew for up to two successive one year periods thereafter.  Upon termination of this Agreement, all Obligations shall become immediately due and payable without notice or demand.  Upon any termination, Dealers shall remain fully and jointly and severally liable to each Lender for all Obligations owed to such Lender, including without limitation all fees, expenses and charges, arising prior to or after termination, and each Lender’s rights and remedies and security interest, if any, shall continue until all Obligations to such Lender hereunder are paid and all obligations of Dealers are performed in full.  All waivers and indemnifications in Agent’s and each Lender’s favor, and the agreement to arbitrate, set forth in this Agreement will survive any termination of this Agreement.”

8.The introductory paragraph under the Performance Rebate heading in the PTL is hereby deleted in its entirety and replaced by the following: 

“So long as Dealer remains in compliance with all the terms and conditions of the Inventory Financing Agreement, this Program Terms Letter and all other agreements or instruments by and between Dealer, Agent and any one or more Lenders, beginning the date hereof through the calendar quarter ending June 30, 2016, and for each calendar quarter thereafter, Agent, on behalf of Lenders, will [****] in an amount equal to [****] of (i) the average daily balance of outstanding Obligations owed to Lenders for the prior quarter less (ii) the average daily balance of the [****] for the prior quarter (the “[****]”).  Such [****] will be subject to the following:”

 

9.The sixth paragraph under the Floorplan Advance Rate heading in the PTL is hereby deleted in its entirety and replaced by the following: 

“For [****] brand new inventory: 75% of invoice amount for all inventory that is [****] feet or less and [****] of invoice amount for all inventory that is greater than [****] feet, subject to a maximum of [****] in the aggregate advanced at any one time, and further subject to Availability.”

 

10.The seventh paragraph under the Floorplan Advance Rate heading in the PTL is hereby deleted in its entirety and replaced by the following: 

“As used herein, ‘Availability’ shall mean:

 (i)  the lesser of:

(a)  the Maximum Credit Amount, minus the outstanding amount of Approvals, and


	
 
	
 
	
(b)  (1) if the Fixed Charge Coverage ratio is equal to or greater than [****] and TTM EBITDA is equal to or greater than [****], in each case as shown on the most recent Trigger Compliance Certificate delivered pursuant to Section 8(g) of the Inventory Financing Agreement, 100% of the Eligible Inventory Collateral shown on the most recent inventory certificate (‘Total Eligible Inventory’), or




 



 

(2) if the Fixed Charge Coverage ratio is less than [****] or TTM EBITDA is less than [****], in each case as shown on the most recent Trigger Compliance Certificate delivered pursuant to Section 8(g) of the Inventory Financing Agreement, 100% of Total Eligible Inventory shown on the most recent inventory certificate, less the lesser of (x) [****] and (y) [****] of Total Eligible Inventory shown on such inventory certificate, 

(ii)  minus, the aggregate outstanding amount of Obligations.”

 

As used in the definition of Availability, the below terms have the following meanings: 

 

‘Capital Expenditures’ shall mean with respect to any Person, all expenditures (by the expenditure of cash or the incurrence of Debt) by such Person during any measuring period for any fixed assets or improvements or for replacements, substitutions or additions thereto that have a useful life of more than one year and that are required to be capitalized under GAAP, but excluding from such calculation expenditures made with the cash proceeds received by Dealer from any insurance claim payable by reason of theft, loss, physical damage or similar event with respect to any of Dealer’s respective property or assets.

 

‘Fixed Charge Coverage Ratio’ shall mean the ratio of (a) TTM EBITDA less Capital Expenditures (to the extent not financed) to (b) Fixed Charges.

 

‘Fixed Charge’ shall mean cash interest plus scheduled principal payments plus income taxes paid in cash plus dividends and distributions. 

 

‘TTM EBITDA’ shall mean consolidated net income plus the sum of taxes, interest, depreciation and amortization, and one-time costs related to acquisitions permitted pursuant to the Inventory Financing Agreement plus non-cash stock-based compensation less non-recurring gains or non-cash items increasing net income and tax credits to the extent they increased net income for the trailing twelve month period.”

 

11.The second paragraph under the Concentration Limits heading in the PTL is hereby deleted in its entirety and replaced by the following: 

“If the units of inventory (new and pre-owned) financed by any one or more Lenders which are not Pre-Sold and which have an Outstanding Amount > [****] exceed [****] in the aggregate (of which no more than [****] in the aggregate may be [****]), then immediate payment shall be required and applied to the oldest units of such inventory financed by such Lender or Lenders to the extent required to reduce the Outstanding Amount to [****] or less for such inventory (or [****] or less for [****] inventory).  In no event shall any one or more Lenders finance more than the greater of [****] units or [****] of such inventory that exceeds [****] ft., and which are not Pre-Sold.”

12.[****]

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

 



 

14.Each Dealer hereby ratifies and confirms the Financing Agreement, the PTL [****], as amended hereby, and each other Document executed by such Dealer in all respects. 

15.Each Dealer hereby unconditionally releases, acquits, waives, and forever discharges Agent and the Lenders and their successors, assigns, directors, officers, agents, employees, representatives and attorneys from any and all liabilities, claims, causes of action or defenses, if any, and for any action taken or for any failure to take any action, existing at any time prior to the execution of this Amendment.

16.This Amendment shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their participants, successors and assigns.  

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

 

 

[Signature Page Follows]

 



 

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

 


			
	
MARINEMAX, INC.,

a Florida corporation
	
 

	
 

 
	
 

	
By:
	
 
	
 

	
Print Name:
	
Michael H. McLamb
	
 

	
Title:
	
Executive Vice President, Chief Financial Officer, Secretary
	
 

	
Tax ID:
	
59-3496957
	
 

	
Org. ID (if any):   2849981 8100
	
 

	
Chief Executive Office and Principal Place of Business:
	
2600 McCormick Drive

	
 
	
Clearwater, FL 33759

	
 

 

MARINEMAX EAST, INC.,

a Delaware corporation
	
 

	
 

 
	
 

	
By:
	
 
	
 

	
Print Name:
	
Michael H. McLamb
	
 

	
Title:
	
President, Secretary, Treasurer 
	
 

	
Tax ID:
	
94-3382331
	
 

	
Org. ID (if any):   3332179 8100
	
 

	
Chief Executive Office and Principal Place of Business:
	
2600 McCormick Drive

	
 
	
Clearwater, FL 33759

	
 

 

MARINEMAX SERVICES, INC.,

a Delaware corporation
	
 

	
 

 
	
 

	
By:
	
 
	
 

	
Print Name:
	
Michael H. McLamb
	
 

	
Title:
	
Vice President, Secretary, Treasurer 
	
 

	
Tax ID:
	
74-2979572
	
 

	
Org. ID (if any):   3331764 8100
	
 

	
Chief Executive Office and Principal Place of Business:
	
2600 McCormick Drive

	
 
	
Clearwater, FL 33759




 


			
	

MARINEMAX NORTHEAST, LLC,

a Delaware limited liability company
	
 

	
 

 
	
 

	
By:
	
 
	
 

	
Print Name:
	
Michael H. McLamb
	
 

	
Title:
	
President, Secretary, Treasurer 
	
 

	
Tax ID:
	
26-0668571
	
 

	
Org. ID (if any):   4402087 8100
	
 

	
Chief Executive Office and Principal Place of Business:
	
2600 McCormick Drive

	
 
	
Clearwater, FL 33759




Signature Page to Second Amendment to Second Amended and Restated IFA



 


			
	
 

 

BOATING GEAR CENTER, LLC,

a Delaware limited liability company
	
 

	
By: MARINEMAX EAST, INC.,

      the sole member of Boating Gear Center, LLC
	
 

	
 

 
	
 

	
By:
	
 
	
 

	
Print Name:
	
Michael H. McLamb
	
 

	
Title:
	
President, Secretary, Treasurer 
	
 

	
Tax ID:
	
20-2113374
	
 

	
Org. ID (if any):   3908460 8100
	
 

	
Chief Executive Office and Principal Place of Business:
	
2600 McCormick Drive

	
 
	
Clearwater, FL 33759

	
 

 

US LIQUIDATORS, LLC
	
 

	
a Delaware limited liability company

 

By: MARINEMAX, INC., 

       the sole member of US Liquidators, LLC
	
 

	
 

 

By:
	
 
	
 

	
Print Name:
	
Michael H. McLamb
	
 

	
Title:
	
Executive Vice President, Chief Financial Officer, Secretary 
	
 

	
Tax ID:
	
20-5817473
	
 

	
Org. ID (if any):   4242668 8100
	
 

	
Chief Executive Office and Principal Place of Business:
	
2600 McCormick Drive

	
 
	
Clearwater, FL 33759




 

 

 

MY WEB SERVICES, LLC,

a Delaware limited liability company

 


			
	
By: MARINEMAX, INC., 

       the sole member of My Web Services, LLC
	
 

	
 

 
	
 

	
By:
	
 
	
 

	
Print Name:
	
Michael H. McLamb
	
 

	
Title:
	
Executive Vice President, Chief Financial Officer, Secretary 
	
 

	
Tax ID:
	
27-4689836
	
 

	
Org. ID (if any):   4933499
	
 

	
Chief Executive Office and Principal Place of Business:
	
2600 McCormick Drive

	
 
	
Clearwater, FL 33759




 




Signature Page to Second Amendment to Second Amended and Restated IFA

 



 

 

 

MARINEMAX CHARTER SERVICES, LLC,

a Delaware limited liability company


			
	
By: MARINEMAX EAST, INC., 

       the sole member of MarineMax Charter Services, 

       LLC
	
 

	
 
	
 

	
By:
	
 
	
 

	
Print Name:
	
Michael H. McLamb
	
 

	
Title:
	
President, Secretary, Treasurer 
	
 

	
Tax ID:
	
45-3265782
	
 

	
Org. ID (if any):   5037331
	
 

	
Chief Executive Office and Principal Place of Business:
	
2600 McCormick Drive

	
 
	
Clearwater, FL 33759

	
 

 
	
 

	
NEWCOAST FINANCIAL SERVICES, LLC,
	
 

	
a Delaware limited liability company

 

By: MARINEMAX EAST, INC., 

       the sole member of Newcoast Financial Services, LLC

 

 
	
 

	
By:
	
 
	
 

	
Print Name:
	
Michael H. McLamb
	
 

	
Title:
	
President, Secretary, Treasurer 
	
 

	
Tax ID:
	
59-3529057
	
 

	
Org. ID (if any):   2920730 8100
	
 

	
Chief Executive Office and Principal Place of Business:
	
2600 McCormick Drive

	
 
	
Clearwater, FL 33759




 

 




Signature Page to Second Amendment to Second Amended and Restated IFA

 



 

 

 

AGENT AND LENDER:

 


		
	
 

WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE LLC

	
 

 

	
By:
	
/s/ Pamela Holm 

	
Print Name:
	
Pamela Holm

	
Title:
	
Risk Director




 

 

LENDERS:

 


		
	
 

BANK OF THE WEST, INC.

	
 

 

	
By:
	
/s/ Silvia Boulger

	
Print Name:
	
Silvia Boulger

	
Title:
	
Vice President

	
 

 

M&T BANK

	
 

 

	
By:
	
/s/ Brendan Kelly

	
Print Name:
	
Brendan Kelly

	
Title:
	
Vice President




 

 

Signature Page to Second Amendment to Second Amended and Restated IFA

 



 

Exhibit C

to Financing Agreement 

Permitted Locations

 


							
	
Exhibit C

	
Permitted Locations

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
Location Name
	
Lot Code
	
Address Line 1
	
City
	
State
	
Zip Code
	
Phone Numbers

	
MarineMax Dania Beach Service
	
MYSD
	
490 Taylor Lane
	
Dania Beach
	
FL
	
33004
	
954-926-0308

	
MarineMax Brick
	
BNJ
	
1500 Riverside
	
Brick
	
NJ
	
08724
	
732-840-2100

	
MarineMax Brevard (Cocoa)
	
BVD
	
1410 King Street
	
Cocoa
	
FL
	
32922
	
321-636-3142

	
MarineMax Sarasota Retail Sales
	
CIT
	
1601 Ken Thompson Parkway
	
Sarasota
	
FL
	
34236
	
941-388-4411

	
MarineMax Bayport
	
CMB
	
200 Fifth Avenue South
	
Bayport
	
MN
	
55003
	
651-351-9621

	
MarineMax Rogers
	
CMR
	
20300 County Road 81, PO Box 250
	
Rogers
	
MN
	
55374
	
763-428-4126

	
MarineMax Excelsior
	
CMZ
	
141 Minnetonka Boulevard
	
Excelsior
	
MN
	
55331
	
952-346-4857

	
MarineMax Norwalk
	
CT1
	
130 Water Street
	
Norwalk
	
CT
	
06854
	
888-254-1796

	
MarineMax Connecticut
	
CT2
	
627 Boston Post Road
	
Westbrook
	
CT
	
06498
	
860-399-5581

	
MarineMax Clearwater
	
CW
	
18025 US 19 North
	
Clearwater
	
FL
	
33764
	
727-536-2628

	
MarineMax Lewisville/Dallas
	
DAL
	
1490 N Stemmons Freeway
	
Lewisville
	
TX
	
75067
	
972-436-9979

	
MarineMax Jacksonville Beach
	
FL3
	
2079 Beach Boulevard
	
Jacksonville Beach
	
FL
	
32250
	
904-338-9970

	
MarineMax Panama City
	
FL7
	
3605 Thomas Drive
	
Panama City Beach
	
FL
	
32408
	
850-234-6533

	
MarineMax Ft Myers
	
FT
	
14070 McGregor Boulevard
	
Fort Myers
	
FL
	
33919
	
239-481-8200




 



 


							
	
MarineMax Ft Myers
	
FT
	
14030 McGregor Boulevard
	
Fort Myers
	
FL
	
33919
	
239-454-2628

	
MarineMax Harbor's View
	
GLC
	
451107 E 320 Road
	
Afton
	
OK
	
74331
	
918-782-3277

	
MarineMax Ft Lauderdale
	
HAT
	
2301 SE 17th Street, Pier 66 Marina
	
Fort Lauderdale
	
FL
	
33316
	
954-779-1905

	
MarineMax Lake Hopatcong
	
HOP
	
134 Espanong Road
	
Lake Hopatcong
	
NJ
	
07849
	
973-663-2045

	
MarineMax Jacksonville - Retail Store
	
JAC
	
8725 Arlington Expressway
	
Jacksonville
	
FL
	
32211
	
904-338-9970

	
MarineMax Branson
	
KIC
	
611 Rock Lane
	
Branson
	
MO
	
65616
	
417-739-2500

	
MarineMax Pensacola
	
KM
	
84 W Airport Boulevard
	
Pensacola
	
FL
	
32503
	
850-477-1112

	
MarineMax Pensacola
	
KM
	
1901 Cypress Street
	
Pensacola
	
FL
	
32502
	
850-477-1112

	
MarineMax Lewisville Yachts and Service
	
LLV
	
1481 E Hill Park Road
	
Lewisville
	
TX
	
75056
	
972-436-9979

	
MarineMax Lake Ozark
	
LOZ
	
3070 Bagnell Dam Boulevard
	
Lake Ozark
	
MO
	
65049
	
573-365-5382

	
MarineMax Tampa
	
LQ1
	
2605 43rd Street
	
Tampa
	
FL
	
33605
	
913-627-0172

	
MarineMax Lake Texoma
	
LTX
	
120 Texoma Harbor Drive
	
Pottsboro
	
TX
	
75076
	
972-436-9979

	
MarineMax Brant Beach Service
	
MBB
	
20 W 44th Street
	
Brant Beach
	
NJ
	
08008
	
609-494-2838

	
MarineMax Osage Beach
	
MCP
	
4543 Osage Beach Parkway
	
Osage Beach
	
MO
	
65065
	
573-348-1299

	
MarineMax Gunpowder Cove (Joppa)
	
MD1
	
510 Riviera Drive
	
Joppa
	
MD
	
21085
	
410-679-5454

	
MarineMax White Marsh
	
MD2
	
11000 Pulaski Highway
	
White Marsh
	
MD
	
21162
	
410-335-6501

	
MarineMax Baltimore Yacht Sales and Service Center
	
MD4
	
1800 S Clinton Street
	
Baltimore
	
MD
	
21224
	
410-732-1260

	
MarineMax Miami
	
MIA
	
700 NE 79th Street
	
Miami
	
FL
	
33138
	
305-758-5786




 



 


							
	
MarineMax - 

Miami Service
	
MIA
	
840 NE 78th Street
	
Miami
	
FL
	
33138
	
305-758-5786

	
MarineMax Ship Bottom
	
MLB
	
214 W 9th Street
	
Ship Bottom
	
NJ
	
08008
	
609-494-2102

	
Corporate Headquarters
	
MM
	
2600 McCormick Drive, Suite 200
	
Clearwater
	
FL
	
33759
	
727-531-1700

	
MarineMax Mays Landing Service
	
MML
	
1201 Somers Point, Route 559
	
Egg Harbor
	
NJ
	
08234
	
609-625-1099

	
MarineMax Laurie
	
MO1
	
506 N Main Street
	
Laurie
	
MO
	
65037
	
573-348-1299

	
MarineMax Somers Point
	
MSP
	
600 Bay Avenue
	
Somers Point
	
NJ
	
08244
	
609-926-0600

	
MarineMax St Petersburg Yacht and Service Center
	
MYSC
	
6810 Gulfport Boulevard
	
South Pasadena
	
FL
	
33707
	
727-343-6520

	
MarineMax Naples Retail Sales
	
NAP
	
1146 6th Avenue South
	
Naples
	
FL
	
34102
	
239-262-1000

	
MarineMax Seabrook
	
NAS
	
3001 NASA Parkway
	
Seabrook
	
TX
	
77586
	
281-326-4224

	
MarineMax Southport Marina
	
NC6
	
606 West Street, Suite 107
	
Southport
	
NC
	
28461
	
201-515-4122

	
MarineMax Boston
	
NE1
	
24-R Ericsson Street
	
Boston
	
MA
	
02122
	
617-288-1000

	
MarineMax Danvers
	
NE2
	
10 Hutchinson Drive
	
Danvers
	
MA
	
01923
	
781-395-0050

	
MarineMax Wakefield
	
NE3
	
362 Pond Street
	
Wakefield
	
RI
	
02879
	
781-875-3619

	
MarineMax Hingham
	
NE4
	
335 Lincoln Street
	
Hingham
	
MA
	
02043
	
781-875-3619

	
MarineMax Palm Beach
	
NPB
	
2385 PGA Boulevard
	
Palm Beach Gardens
	
FL
	
33410
	
561-694-5815

	
MarineMax Lindenhurst Marina and Yacht Center
	
NY1
	
846 S Wellwood Avenue
	
Lindenhurst
	
NY
	
11757
	
631-957-5900

	
MarineMax Lindenhurst 
	
NY2
	
692 S Wellwood Avenue
	
Lindenhurst
	
NY
	
11757
	
631-226-0000

	
MarineMax Copiague
	
NY4
	
750 Merrick Road
	
Copiague
	
NY
	
11726
	
631-842-5900




 



 


							
	
MarineMax Huntington
	
NY5
	
155 West Shore Road
	
Huntington
	
NY
	
11743
	
631-424-2710

	
MarineMax Manhattan
	
NY6
	
Chelsea Piers, Pier 59, 23rd Street and the Hudson River
	
New York
	
NY
	
10011
	
212-336-7873

	
MarineMax Gulf Shores Parkway
	
OB
	
3829 Gulf Shores Parkway
	
Gulf Shores
	
AL
	
36542
	
251-981-1113

	
MarineMax of Orlando
	
OLN
	
455 S Lake Destiny Road
	
Orlando
	
FL
	
32810
	
407-660-2628

	
MarineMax Ocean Reef
	
ORC
	
2 Fishing Village Drive
	
Key Largo
	
FL
	
33037
	
305-367-3969

	
MarineMax Cape Haze (Palm Island)
	
PMI
	
7090 Placida Road
	
Cape Haze
	
FL
	
33946
	
941-697-2161

	
MarineMax Pompano Beach Retail Sales
	
POM
	
700 South Federal Highway
	
Pompano Beach
	
FL
	
33062
	
954-783-9555

	
MarineMax Pompano Yacht Center
	
PYC
	
750 South Federal Highway
	
Pompano Beach
	
FL
	
33062
	
954-618-0440

	
MarineMax Newport
	
RI1
	
10 Bowen's Wharf
	
Newport
	
RI
	
02840
	
401-849-2243

	
MarineMax Rhode Island
	
RI2
	
1 Masthead Drive
	
Warwick
	
RI
	
02886
	
410-886-7899

	
MarineMax Wrightsville Beach
	
SB
	
130 Short Street
	
Wrightsville Beach
	
NC
	
28480
	
910-256-8100

	
MarineMax San Diego
	
SDG
	
2450 Shelter Island Drive, Suite A
	
San Diego
	
CA
	
92106
	
619-294-2628

	
MarineMax Cumming
	
SM2
	
1860 Bald Ridge Marine Road
	
Cumming
	
GA
	
30041
	
770-781-9370

	
MarineMax Buford
	
SM7
	
5800 Lanier Islands Parkway
	
Buford
	
GA
	
30518
	
770-614-6968

	
MarineMax Montgomery
	
SSH
	
17742 Texas Route 105
	
Montgomery
	
TX
	
77356
	
936-228-4165

	
MarineMax Stuart Sales and Service
	
STU
	
2370 SW Palm City Road
	
Stuart
	
FL
	
34994
	
772-287-4495

	
MarineMax Catawba Island
	
TCM
	
1991 NE Catawba Road
	
Port Clinton
	
OH
	
43452
	
419-797-4492




 



 


							
	
MarineMax Venice Retail Sales
	
VEN
	
1485 S Tamiami Trail
	
Venice
	
FL
	
34285
	
941-485-3388

	
Marinemax at Channel Club Marina
	
CHE
	
33 West Street
	
Monmouth Beach
	
NJ
	
07750
	
732-874-7196

	
MarineMax Stevensville
	
MD3
	
357 Pier One Road
	
Stevensville
	
MD
	
21666
	
410-827-7371




 

 

 

 



 

 

Exhibit E

to Financing Agreement 

Lenders’ Allocations and Ratable Shares

 

 


			
	
Lender
	
Allocation
	
Ratable Share

	
CDF
	
$195,000,000
	
65.0000000000%

	
Bank of the West, Inc.
	
$35,000,000
	
11.6666666667%

	
M&T Bank
	
$70,000,000
	
23.3333333333%

	
TOTAL
	
$300,000,000
	
100.000000000%




 




 



 

Exhibit G

to Financing Agreement 

Form of Trigger Compliance Certificate

 

 

 

 








 



 


	
Exhibit G 

	
 Trigger Compliance Certificate 

	
 
	
 
	
 
	
 
	
 

	
 Calculations Based on trailing twelve month (TTM) period ended: 
	
6/30/2016
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
 PYTD 
	
 FYE 
	
 CYTD 
	
 TTM 

	
 
	
6/30/2015
	
9/30/2015
	
6/30/2016
	
6/30/2016

	
 net income 
	
-
	
 
	
-
	
-

	
 add back: taxes 
	
-
	
 
	
-
	
-

	
 add back: interest 
	
-
	
 
	
-
	
-

	
 add back: depreciation / amortization 
	
-
	
 
	
-
	
-

	
 add back: one-time acquisition costs 
	
-
	
 
	
-
	
-

	
 add back: non-cash stock-based compensation 
	
-
	
 
	
-
	
-

	
 less: non-recurring gains / non-cash items / tax credits 
	
-
	
 
	
-
	
-

	
 EBITDA 
	
-
	
-
	
-
	
-

	
 less: Capital Expenditures 
	
-
	
 
	
-
	
-

	
 EBITDA less Capital Expenditures 
	
-
	
-
	
-
	
-

	
 
	
 
	
 
	
 
	
 

	
 cash interest 
	
-
	
 
	
-
	
-

	
 scheduled principal payments 
	
-
	
-
	
-
	
-

	
 cash income taxes 
	
-
	
 
	
-
	
-

	
 dividends / distributions 
	
-
	
-
	
-
	
-

	
 Fixed Charges 
	
-
	
-
	
-
	
-

	
 
	
 
	
 
	
 
	
 

	
 FCCR 
	
 
	
 
	
 
	
#DIV/0!

	
 
	
 
	
 
	
 
	
 

	
 
	
 Compliant? 
	
 
	
 
	
 

	
 EBITDA Trigger [****] 
	
 
	
 
	
 
	
 

	
 FCCR Trigger [****] 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	
 MarineMax, Inc. 
	
 
	
 
	
 
	
 

	
 By:     _________________________________________ 
	
 
	
 
	
 
	
 

	
 Title:  _________________________________________ 
	
 
	
 
	
 
	
 




 




 



 

Exhibit C

to PTL 

Form of Inventory Certificate

 

 

 

[****]