EX-10.21(a)






FIRST AMENDMENT 

TO SECOND AMENDED AND RESTATED

CREDIT AND SECURITY AGREEMENT




This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this
“Amendment”) is entered into as of May 31, 2007 (the “Effective Date”), by and
among MARINEMAX, INC., a Delaware corporation (the “Company”) and each of the other
Borrowers set forth on Schedule I attached hereto and by the reference incorporated herein
(each of the Company and each of such 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”), NATIONAL CITY BANK, a national banking association
(“National City”), 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”),
and BRANCH BANKING & TRUST COMPANY, a North Carolina corporation (“BB&T”) (KeyBank, BOA, GE
Commercial, National City, Wachovia, Wells Fargo, US Bank, BB&T, 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 (the
“Agreement”). Unless otherwise defined in this Amendment, all defined terms used in this
Amendment shall have the meaning ascribed to such terms in the Agreement. This Amendment is entered
into in consideration of, and upon, the terms, conditions and agreements set forth herein.



1. Background. Borrowers and Lenders desire to amend certain provisions of the
Agreement effective as of the date of this Amendment.



2. Amendments to the Agreement. The Agreement is hereby amended as follows:



(a) Changes to Definition of Fixed Charges Coverage Ratio. The definition of
“Fixed Charges Coverage Ratio” set forth in Section 1.01 of the Agreement shall be amended
to read in its entirety as follows:



“Fixed Charges Coverage Ratio” shall mean:



(i) for the period of four fiscal quarters beginning on April 1, 2007 and
ending on March 31, 2008, the ratio, calculated for Borrowers on a consolidated
basis and in accordance with GAAP for such period, of (a) after-tax net income plus
interest expense, depreciation, amortization, rent (including operating lease
expense), stock-based compensation (as accounted for by the Borrowers pursuant to
Statement of Financial Accounting Standards No. 123R), and any intangible asset
impairment deducted in determining after-tax net income, less Maintenance Capital
Expenditures and dividends on common stock, to (b) interest expense plus principal
amounts paid or scheduled to be paid on Total Funded Debt (excluding principal
payments on revolving loans owing hereunder and balloon payments due on real estate
loans which the Required Lenders in their reasonable discretion expect to be
refinanced), rent (including operating lease expense), treasury stock acquisitions
made by the Borrowers, but only to the extent that such treasury stock acquisitions
exceed seven million five hundred thousand dollars ($7,500,000) in the aggregate,
and current maturities of Capital Leases; or



(ii) for all periods other than the four fiscal quarters beginning on April 1,
2007 and ending on March 31, 2008, the ratio, calculated for Borrowers on a
consolidated basis and in accordance with GAAP for such period, of (a) after-tax net
income plus interest expense, depreciation, amortization, rent (including operating
lease expense), stock-based compensation (as accounted for by the Borrowers pursuant
to Statement of Financial Accounting Standards No. 123R), and any intangible asset
impairment deducted in determining after-tax net income, less Maintenance Capital
Expenditures and dividends on common stock, to (b) interest expense plus principal
amounts paid or scheduled to be paid on Total Funded Debt (excluding principal
payments on revolving loans owing hereunder and balloon payments due on real estate
loans which the Required Lenders in their reasonable discretion expect to be
refinanced), rent (including operating lease expense), treasury stock acquisitions,
and current maturities of Capital Leases.



(b) Changes to Definition of Termination Date. The definition of “Termination
Date” set forth in Section 1.01 of the Agreement shall be amended to read in its entirety as
follows:



“Termination Date” shall mean May 31, 2012; provided, however,
that upon the Company’s request such date may be extended for two successive periods
of one year each with the prior written consent of all of the Lenders for each such
annual extension.



3. Compensation of Lenders. In consideration of the changes to the Agreement agreed
to by the Lenders hereunder, the Borrowers shall pay to the Administrative Agent for the benefit of
the Lenders a one-time fee in the amount of seventy-five thousand dollars ($75,000), to be divided
among the Lenders based on the respective Pro Rata Percentages. All compensation paid under this
Section 3 shall be made in lawful money of the United States of America in same day or immediately
available funds to an account designated by the Administrative Agent.



4. Effect on Agreement. Except as specifically amended and modified by this
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 Amendment.



4. Counterparts. This 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.



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IN WITNESS WHEREOF, this First 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 OF NEW YORK, INC., a Delaware corporation



By: /s/ Kurt M. Frahn


Kurt M. Frahn, Vice President



MARINEMAX OF SOUTHEAST FLORIDA, LLC, a Delaware limited liability company





MARINEMAX OF MINNESOTA, INC., a Minnesota corporation


MARINEMAX OF SOUTHWEST FLORIDA, LLC, a Delaware limited liability company


MARINEMAX OF CENTRAL FLORIDA, LLC, a Delaware limited liability company


MARINEMAX OF SARASOTA, LLC, a Delaware limited liability company


MARINEMAX OF CALIFORNIA, INC., a California corporation


MARINEMAX OF ARIZONA, INC., an Arizona corporation


MARINEMAX MIDATLANTIC, LP, a Delaware limited partnership


MARINEMAX MOTOR YACHTS, LLC, a Delaware limited liability company


MARINEMAX OF LAS VEGAS, INC., a Delaware corporation


MARINEMAX OF NORTH CAROLINA, INC., a North Carolina corporation


MARINEMAX OF OHIO, INC., a Delaware corporation


MARINEMAX OF UTAH, INC., a Delaware corporation


MARINEMAX TX, L.P., a Texas limited partnership


MARINEMAX OF GEORGIA, INC., a Georgia corporation


BASSETT BOAT COMPANY, a Florida corporation


BASSETT REALTY, L.L.C., a Delaware limited liability company


C & N MARINE REALTY, L.L.C., a Delaware limited liability company


GULFWIND SOUTH REALTY, L.L.C., a Delaware limited liability company


HARRISON’S REALTY, L.L.C., a Delaware limited liability company


HARRISON’S REALTY CALIFORNIA, L.L.C., a Delaware limited liability company


MARINA DRIVE REALTY I, L.L.C., a Delaware limited liability company


MARINA DRIVE REALTY II, L.L.C., a Delaware limited liability company


WALKER MARINA REALTY, L.L.C., a Delaware limited liability company


DUMAS GP, L.L.C., a Delaware limited liability company


MARINEMAX NEW JERSEY GP, INC., a Delaware corporation


MARINEMAX NJ PARTNERS, INC., a Delaware corporation


MARINEMAX OF NEW JERSEY HOLDINGS, INC., a Delaware corporation


MMX GP, LLC, a Delaware limited liability company


MMX HOLDINGS, LLC, a Delaware limited liability company


MMX INTERESTS, LLC, a Delaware limited liability company


MMX MEMBER, INC., a Delaware corporation


MMX PARTNERS, INC., a Delaware corporation


MMX VENTURES, LP, a Delaware limited partnership


11502 DUMAS, INC., a Nevada corporation


DUMAS GP, INC., a Nevada corporation


NEWCOAST FINANCIAL SERVICES, INC., a Delaware corporation


MARINEMAX SERVICES, INC., a Delaware corporation


MARINEMAX U.S.A., INC., a Nevada corporation


DELAWARE AVLEASE, LLC, a Delaware limited liability company


MARINEMAX OF COLORADO, INC., a Delaware corporation


MARINEMAX INTERNATIONAL, LLC, a Delaware limited liability company


BOATING GEAR CENTER, INC., a Delaware corporation


MARINEMAX OF MISSOURI, INC., a Delaware corporation


MARINEMAX REALTY, LLC, a Delaware limited liability company



By: /s/ Kurt M. Frahn


Kurt M. Frahn, Assistant Secretary of each of the additional Borrowers identified above



“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/ John R. Burns


John R. Burns

Vice President



GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, a Nevada corporation



By: /s/ David Campbell


David Campbell


Operations Manager



NATIONAL CITY BANK, a national banking association



By: /s/ Ann M. Garland


Ann M. Garland

Account Officer



WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association



By: /s/ Leslie Fredericks


Leslie Fredericks

Vice President



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



By: /s/ David Matter


David Matter

Regional Vice President



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



By: /s/ Andrew Hein


Andrew Hein

Vice President



BRANCH BANKING & TRUST COMPANY, a North Carolina corporation



By: /s/ Brigitta A. Lawton


Brigitta A. Lawton

Senior 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/ John R. Burns


John R. Burns

Vice President



Schedule I





	1.	 	MARINEMAX OF SOUTHEAST FLORIDA, LLC, a Delaware limited liability company






	2.	 	MARINEMAX OF MINNESOTA, INC., a Minnesota corporation






	3.	 	MARINEMAX OF SOUTHWEST FLORIDA, LLC, a Delaware limited liability company






	4.	 	MARINEMAX OF CENTRAL FLORIDA, LLC, a Delaware limited liability company






	5.	 	MARINEMAX OF SARASOTA, LLC, a Delaware limited liability company






	6.	 	MARINEMAX OF CALIFORNIA, INC., a California corporation






	7.	 	MARINEMAX OF ARIZONA, INC., an Arizona corporation






	8.	 	MARINEMAX MIDATLANTIC, LP, a Delaware limited partnership






	9.	 	MARINEMAX MOTOR YACHTS, LLC, a Delaware limited liability company






	10.	 	MARINEMAX OF LAS VEGAS, INC., a Delaware corporation






	11.	 	MARINEMAX OF NORTH CAROLINA, INC., a North Carolina corporation






	12.	 	MARINEMAX OF OHIO, INC., a Delaware corporation






	13.	 	MARINEMAX OF UTAH, INC., a Delaware corporation






	14.	 	MARINEMAX TX, L.P., a Texas limited partnership






	15.	 	MARINEMAX OF GEORGIA, INC., a Georgia corporation






	16.	 	BASSETT BOAT COMPANY, a Florida corporation






	17.	 	BASSETT REALTY, L.L.C., a Delaware limited liability company






	18.	 	C & N MARINE REALTY, L.L.C., a Delaware limited liability company






	19.	 	GULFWIND SOUTH REALTY, L.L.C., a Delaware limited liability company






	20.	 	HARRISON’S REALTY, L.L.C., a Delaware limited liability company






	21.	 	HARRISON’S REALTY CALIFORNIA, L.L.C., a Delaware limited liability company






	22.	 	MARINA DRIVE REALTY I, L.L.C., a Delaware limited liability company






	23.	 	MARINA DRIVE REALTY II, L.L.C., a Delaware limited liability company






	24.	 	WALKER MARINA REALTY, L.L.C., a Delaware limited liability company






	25.	 	DUMAS GP, L.L.C., a Delaware limited liability company






	26.	 	MARINEMAX NEW JERSEY GP, INC., a Delaware corporation






	27.	 	MARINEMAX NJ PARTNERS, INC., a Delaware corporation






	28.	 	MARINEMAX OF NEW JERSEY HOLDINGS, INC., a Delaware corporation






	29.	 	MMX GP, LLC, a Delaware limited liability company






	30.	 	MMX HOLDINGS, LLC, a Delaware limited liability company






	31.	 	MMX INTERESTS, LLC, a Delaware limited liability company






	32.	 	MMX MEMBER, INC., a Delaware corporation






	33.	 	MMX PARTNERS, INC., a Delaware corporation






	34.	 	MMX VENTURES, LP, a Delaware limited partnership






	35.	 	11502 DUMAS, INC., a Nevada corporation






	36.	 	DUMAS GP, INC., a Nevada corporation






	37.	 	NEWCOAST FINANCIAL SERVICES, INC., a Delaware corporation






	38.	 	MARINEMAX SERVICES, INC., a Delaware corporation






	39.	 	MARINEMAX U.S.A., INC., a Nevada corporation






	40.	 	DELAWARE AVLEASE, LLC, a Delaware limited liability company






	41.	 	MARINEMAX OF COLORADO, INC., a Delaware corporation






	42.	 	MARINEMAX INTERNATIONAL, LLC, a Delaware limited liability company






	43.	 	BOATING GEAR CENTER, INC., a Delaware corporation






	44.	 	MARINEMAX OF MISSOURI, INC., a Delaware corporation






	45.	 	MARINEMAX OF NEW YORK, INC., a Delaware corporation






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






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