hzo-ex1021s_218.htm



Exhibit 10.21(s)

 

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. 

 

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED 

INVENTORY FINANCING AGREEMENT

 

THIS FIRST AMENDMENT (the “Amendment”), dated this 31st day of March, 2016, is to that certain Second Amended and Restated Inventory Financing Agreement 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 this Agreement or may from time to time become party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender, and such Lenders, dated October 30, 2015 (as amended, supplemented or otherwise modified form time to time, the “Financing Agreement”). 

WHEREAS, the parties hereto desire to amend the Financing Agreement 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 A of the Financing Agreement is hereby amended and restated in its entirety in form and substance as set forth in Exhibit A hereto.

2.With respect to [****] only, the following additional terms shall apply:

a.The sum of all Outstandings and Open Approvals with respect to [****] shall not at any time exceed [****].

b.In addition to the rights of Agent to disapprove any Vendor as set forth in Section 2(a)(iii) of the Financing Agreement, Agent may disapprove [****] as a Vendor by written notice from Agent, and following such disapproval [****] shall cease to be a Vendor under the Financing Agreement, if [****] is disapproved at any time, in Agent’s sole discretion, as a vendor with respect to Agent’s general portfolio of financing.

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

4.Each Dealer hereby ratifies and confirms the Financing Agreement, as amended hereby, and each other Document executed by such Dealer in all respects.

5.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.

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

 



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. 

 

7.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.  

 

 

 

 



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. 

 

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

 


	
MARINEMAX, INC.,

a Florida corporation
	
 

	
 

 
	
 

	
By:
	
/s/ Michael H. McLamb
	
 

	
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:
	
/s/ Michael H. McLamb
	
 

	
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:
	
/s/ Michael H. McLamb
	
 

	
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:
	
/s/ Michael H. McLamb
	
 

	
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




 



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. 

 


	
 

 

BOATING GEAR CENTER, LLC,

a Delaware limited liability company
	
 

	
By: MARINEMAX EAST, INC.,

      the sole member of Boating Gear Center, LLC
	
 

	
 

 
	
 

	
By:
	
/s/ Michael H. McLamb
	
 

	
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:
	
/s/ Michael H. McLamb
	
 

	
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:
	
/s/ Michael H. McLamb
	
 

	
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




 




 



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. 

 

 

 

MARINEMAX CHARTER SERVICES, LLC,

a Delaware limited liability company


	
By: MARINEMAX EAST, INC., 

       the sole member of MarineMax Charter Services, 

       LLC
	
 

	
 
	
 

	
By:
	
/s/ Michael H. McLamb
	
 

	
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:
	
/s/ Michael H. McLamb
	
 

	
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




 

 




 



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. 

 

 

 

AGENT AND LENDER:

 


	
 

WELL FARGO COMMERCIAL DISTRIBUTION FINANCE LLC

	
 

 

	
By:
	
/s/ Pamela Holm

	
Print Name:
	
Pamela Holm

	
Title:
	
Risk Director




 

 

LENDERS:

 


	
 

BANK OF THE WEST, INC.

	
 

 

	
By:
	
/s/ Ryan Mauser     

	
Print Name:
	
Ryan Mauser

	
Title:
	
Vice President

	
 

 

M&T BANK

	
 

 

	
By:
	
/s/ Brendan Kelly

	
Print Name:
	
Brendan Kelly

	
Title:
	
Vice President




 

 

 



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. 

 

Exhibit A

Existing Vendors

 


	
Vendor
	
Brand
	
Restrictions

	
Brunswick Corporation or affiliates thereof
	
BAYLINER
	
 

	
Brunswick Corporation or affiliates thereof
	
BOSTON WHALER
	
 

	
Contender Boats, Inc.
	
CONTENDER
	
 

	
Crest Marine, LLC
	
CREST 
	
 

	
Grady-White Boats, Inc.
	
GRADY-WHITE
	
 

	
Brunswick Corporation or affiliates thereof
	
HARRIS FLOTEBOTE
	
 

	
Brunswick Corporation or affiliates thereof
	
LAGUNA
	
 

	
Tracker Marine, L.L.C.
	
MAKO and BASS TRACKER
	
 

	
Malibu Boats, LLC
	
MALIBU AND AXIS
	
 

	
Brunswick Corporation or affiliates thereof
	
MERCURY
	
 

	
Brunswick Corporation or affiliates thereof
	
MERIDIAN
	
 

	
Brunswick Corporation or affiliates thereof

Seminole Marine, Inc.
	
PRINCECRAFT

SAILFISH
	
 

	
Scout Boats, Inc.
	
SCOUT
	
 

	
Brunswick Corporation or affiliates thereof
	
SEA RAY
	
 

	
Nautique Boat Company, Inc.
	
SKI NAUTIQUE
	
 

	
Zodiac of North America, Inc.

Sea Hunt boat Manufacturing Company, Inc.
	
ZODIAC 

SEA HUNT
	
 

	
Azimut Bennetti Group
	
AZIMUT AND ATLANTIS
	
 

	
PBH Marine Group, LLC
	
SCARAB
	
 

	
Fineline Industries, LLC
	
SKI SUPREME
	
 

	
Blazer Boats Inc.
	
BLAZER BOATS
	
 

	
Sea Pro Boats, LLC
	
SEA PRO BOATS
	
 

	
 
	
 
	
 

	
Trailer Vendors:
	
 
	
 

	
EZ Loader Boat Trailers, Inc.

EZ Loader Custom Boat Trailers, Inc.
	
EZ LOADER
	
 

	
Knight Bros., Inc.
	
HERITAGE
	
 

	
Karavan Trailers, Inc.
	
KARAVAN
	
 

	
Magic Tilt Trailers Inc.
	
MAGIC TILT
	
 

	
Mcclain Trailers, Inc.
	
MCCLAIN
	
 

	
Northeast Marine Industries, Inc.
	
NORTHEAST
	
 

	
Roadrunner Trailers of Texas, Inc.
	
ROADRUNNER TRAILER
	
 

	
Lippert Components, Inc.
	
ZIEMAN
	
 

	
BoatMate Trailers, LLC
	
BOATMATE
	
 

	
Heritage Trailers, LLC
	
HERITAGE
	
 

	
Load Rite Trailers, LLC
	
LOADRITE
	
 

	
Marine Master Trailers, LLC
	
MARINE MASTER
	
 

	
Phoenix Trailers, LLC
	
PHOENIX
	
 

	
Ram-Lin Custom Trailers, Inc.
	
RAM-LIN