Amendment No 4 to the Amended and Restated Inventory Financing Agreement



 Exhibit 10.21(o) 

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. 
  

FOURTH AMENDMENT TO AMENDED AND RESTATED 

INVENTORY FINANCING AGREEMENT 

THIS FOURTH AMENDMENT (the “Amendment”) dated this 29th day of August,
2014, is to that certain Amended and Restated Inventory Financing Agreement entered into by and among GE Commercial Distribution Finance Corporation (“CDF”) and the undersigned Dealers (each, individually, a
“Dealer” and, collectively, “Dealers”) dated June 28, 2013 (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. Section 1(b) of the Financing Agreement is hereby amended
to replace “two hundred five million dollars ($205,000,000.00)” with “two hundred thirty-five million dollars ($235,000,000.00),” as the “Maximum Credit Amount” defined therein. 

3. Section 1(c) of the Financing Agreement is hereby deleted in its entirety and replaced with the following: 

Pre-Owned Inventory Advances and Sublimits. Subject to the overall Maximum Credit Amount set forth above and the terms
and conditions of this Agreement, on and after the date hereof (the “Closing Date”), CDF agrees to make cash advances to Dealers with respect to pre-owned units of inventory; provided that such cash advances shall not exceed the
Pre-Owned Inventory Sublimit and must comply with the pre-owned inventory advance terms set forth herein. Regardless of the amount of credit available to Dealers under the Maximum Credit Amount hereunder, CDF shall not provide extensions of credit
to Dealers in excess of forty-five million dollars ($45,000,000.00) with respect to used or pre-owned inventory (the “Pre-Owned Inventory Sublimit”). Within such Pre-Owned Inventory Sublimit, (A) any advances with respect to
units with applicable valuations of five hundred thousand dollars ($500,000.00) or more shall require unit specific documentation (including an advance request form), (B) CDF will not advance Dealers more than thirty-five million dollars
($35,000,000.00) of such Pre-Owned Inventory Sublimit for used or pre-owned inventory with applicable valuations of less than five hundred thousand dollars ($500,000.00) (the “Other Pre-Owned Sublimit”), and (C) CDF will not
advance Dealers more than twenty million dollars ($20,000,000.00) of such Pre-Owned 

  
 KCP-4504921-5 









 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. 

 

 
Inventory Sublimit for used or pre-owned inventory with applicable valuations of five hundred thousand dollars ($500,000.00) or more (the “Specific Pre-Owned Sublimit”). 

4. Section 5(b)(viii) of the Financing Agreement is hereby amended to replace “eight million dollars ($8,000,000.00)” with
“nine million dollars ($9,000,000.00),” as used therein. 
 5. Section 17 of the Financing Agreement is hereby amended to
replace “June 28, 2016” with “August 29, 2017,” as used therein. 
 6. Each reference in the Financing 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. 

7. Each Dealer hereby ratifies and confirms the Financing Agreement, as amended hereby, and each other Document executed by such Dealer in all
respects. 
 8. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their
participants, successors and assigns. 
 9. 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. 

  
 KCP-4504921-5 









 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. 
  

			
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	MARINEMAX EAST, INC.
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	MARINEMAX SERVICES, INC.
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	MARINEMAX NORTHEAST, LLC
		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	
	
	BOATING GEAR CENTER, LLC

 By: MARINEMAX EAST, INC., the sole member of Boating Gear Center, LLC 

  
 KCP-4504921-5 









 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. 

 


					
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

  

			
	US LIQUIDATORS, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	NEWCOAST FINANCIAL SERVICES, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	MY WEB SERVICES, LLC

 By: MARINEMAX, INC., the sole member of My Web Services, LLC 

 

					
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	MARINEMAX CHARTER SERVICES, LLC

 By: MARINEMAX EAST, INC., the sole member of MarineMax Charter Services, LLC 

 

					
		 	By:	 	  

		 	Name:	 	
		 	Title:	 	

 GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION 

  
 KCP-4504921-5 









 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. 

 


			
	By:	 	  

	Name:	 	
	Title:	 	


  
 KCP-4504921-5 









 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 
  

					
	Vendors	  	Brand	  	Restrictions
	 Tracker Marine, L.L.C.
	  	 BASS TRACKER
	  	
	 Brunswick Corporation or affiliates thereof
	  	 BAYLINER
	  	
	 Brunswick Corporation or affiliates thereof
	  	 BOSTON WHALER
	  	
	 Brunswick Corporation or affiliates thereof
	  	 CABO YACHTS
	  	
	 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
	  	 HATTERAS
	  	
	 Brunswick Corporation or affiliates thereof
	  	 LAGUNA
	  	
	 Tracker Marine, L.L.C.
	  	 MAKO
	  	
	 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
	  	
	 Correct Craft, Inc.

Brunswick Corporation or affiliates thereof
	  	 SKI NAUTIQUE

TROPHY SPORTFISHING
	  	
	 Zodiac of North America, Inc.
	  	 ZODIAC
	  	
	 Sea Hunt boat Manufacturing Company, Inc.
	  	 SEA HUNT
	  	
	 Azimut Bennetti Group
	  	 AZIMUT AND ATLANTIS
	  	
	 PBH Marine Group, LLC
	  	 SCARAB
	  	
	 Hangzhou Sino Eagle Yacht Co., Ltd.
	  	 AQUILA
	  	
			
	 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
	  	


  
 KCP-4504921-5