EXHIBIT 10.17(a)
AMENDMENT NO. 2
TO CREDIT AND SECURITY AGREEMENT
This Amendment No. 2 to Credit and Security Agreement (this
"Amendment") is entered into as of January 30, 2004, by and among MARINEMAX,
INC., a Delaware corporation and each of the other Borrowers set forth on
Schedule I attached hereto and by the reference incorporated herein
(collectively, "Borrowers"), and KEYBANK NATIONAL ASSOCIATION, a national
banking association, BANK OF AMERICA, N.A., SUCCESSOR BY MERGER TO BANC OF
AMERICA SPECIALTY FINANCE, INC., a national banking association, TRANSAMERICA
COMMERCIAL FINANCE CORPORATION, a Delaware corporation, GE COMMERCIAL
DISTRIBUTION FINANCE CORPORATION formerly known as Deutsche Financial Services
Corporation, a Nevada corporation, and NATIONAL CITY BANK, a national banking
association (collectively, "Lenders"), amending that Credit and Security
Agreement dated as of December 18, 2001, by and among Borrowers and Lenders, as
amended by Amendment No. 1 to Credit and Security Agreement dated as of December
10, 2002, by and among Borrowers and Lenders (collectively, 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.
A. The Lenders listed in the introductory paragraph of
the Agreement shall be modified to read as follows:
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., SUCCESSOR BY MERGER TO BANC OF AMERICA
SPECIALTY FINANCE, INC., a national banking association,
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,
TRANSAMERICA COMMERCIAL FINANCE CORPORATION, a Delaware
corporation ("Transamerica"), GE COMMERCIAL DISTRIBUTION
FINANCE CORPORATION, formerly known as DEUTSCHE FINANCIAL
SERVICES CORPORATION, a Nevada corporation ("GE Commercial")
and NATIONAL CITY BANK, a national banking association
("National City") (KeyBank, BOA, Transamerica, GE Commercial,
National City, and such other financial institutions,
collectively, the "Lenders").
B. The definition of "Borrowing Base" in Section 1.01 is
deleted in its entirety and replaced by the following:
"Borrowing Base" shall mean the greatest amount that
may be borrowed or retained by the Borrowers in respect of the
Commitment, which at any date of calculation, shall be
determined by applying the then applicable Availability
Reserve, if any, to the sum of the following determined on a
consolidated basis for all of the Borrowers (other than the
Real Estate Subsidiaries):
(a) the sum of (1) one hundred percent
(100%) of the original invoice price (including freight
charges, but excluding, to the extent that the same are
included in the Borrowing Base as Accounts, any earned volume
purchase rebates, earned advertising rebates, verifiable price
protection, and earned incentives, credits, or similar items)
of Eligible New Inventory that is aged not more than three
hundred sixty-five (365) days from date of delivery to the
Borrowers, and (2) ninety percent (90%) of the original
invoice price (including freight charges, but excluding, to
the extent that the same are included in the Borrowing Base as
Accounts, any earned volume purchase rebates, earned
advertising rebates, verifiable price protection, and earned
incentives, credits, or similar items) of Eligible New
Inventory that is aged more than three hundred sixty-five
(365) days, but not more than seven hundred thirty (730) days,
from date of delivery to the Borrowers; provided, however,
that (A) the amount includable in the Borrowing Base on
account of Loose Outboard Motors in the Eligible New Inventory
shall never exceed one million, five hundred thousand dollars
($1,500,000), it being agreed that all Loose Outboard Motors
over such amount shall be included in the Borrowing Base only
as Eligible Parts Inventory; (B) the amount includable in the
Borrowing Base on account of both the Eligible New Inventory
of Hatteras Yachts and the Eligible Used Inventory of Hatteras
Yachts shall not exceed in the aggregate fifty million dollars
($50,000,000); (C) the amount includable in the Borrowing Base
on account of both the Eligible New Inventory of Ferretti
Yachts and the Eligible Used Inventory of Ferretti Yachts
shall not exceed in the aggregate fifty million dollars
($50,000,000); and (D) the amount includable in the Borrowing
Base on account of (i) the Eligible New Inventory of Hatteras
Yachts and Ferretti Yachts and (ii) the Eligible Used
Inventory of Hatteras Yachts and Ferretti Yachts shall not
exceed in the aggregate seventy million dollars ($70,000,000).
(b) the sum of (1) eighty percent (80%)
of NADA Wholesale Value of Eligible Used Inventory that has
been held by the Borrowers for not more than one hundred
eighty (180) days from the date of receipt, plus (2)
seventy-two percent (72%) of the NADA Wholesale Value of
Eligible Used Inventory that has been held by the Borrowers
for more than one hundred eighty (180) days from the date of
receipt, but not more than three hundred sixty-five (365)
days; provided, however, that (A) the amount includable in the
Borrowing Base on account of Eligible Used Inventory shall
never exceed twenty-five percent (25%) of the aggregate funded
amount of the outstanding Advances; (B)
the amount includable in the Borrowing Base on account of both
the Eligible New Inventory of Hatteras Yachts and the Eligible
Used Inventory of Hatteras Yachts shall not exceed in the
aggregate fifty million dollars ($50,000,000); (C) the amount
includable in the Borrowing Base on account of both the
Eligible New Inventory of Ferretti Yachts and the Eligible
Used Inventory of Ferretti Yachts shall not exceed in the
aggregate fifty million dollars ($50,000,000); and (D) the
amount includable in the Borrowing Base on account of (i) the
Eligible New Inventory of Hatteras Yachts and Ferretti Yachts
and (ii) the Eligible Used Inventory of Hatteras Yachts and
Ferretti Yachts shall not exceed in the aggregate seventy
million dollars ($70,000,000);
(c) eighty percent (80%) of the net
book value of Eligible Accounts; provided, however, that the
amount includable in the Borrowing Base on account of Eligible
Accounts shall never exceed twenty million dollars
($20,000,000); and
(d) the lesser of (1) eight million
dollars ($8,000,000), or (2) sixty percent (60%) of the cost
(excluding freight charges) of Eligible Parts Inventory net of
any reserve required by GAAP for damaged, obsolete, or
slow-moving items in such inventory.
No Property of the Borrowers shall be included in the
Borrowing Base if (1) the Collateral Agent, for the benefit of
the Lenders, does not have a first priority security interest
under the Uniform Commercial Code, to the extent applicable,
subject only to Permitted Liens, in such Property, (2) any
other Person has a Preferred Ship's Mortgage on a Documented
Vessel included in the Borrowing Base that has not been
extinguished by payment in full and delivery of a written
satisfaction of such Preferred Ship's Mortgage, irrespective
of whether such satisfaction has been filed with the Coast
Guard or whether such Preferred Ship's Mortgage is a Permitted
Lien, or (3) any other Person has a perfected purchase money
security interest in such Property, irrespective of whether
such purchase money security interest is a Permitted Lien.
C. The definition of "Commitment Amount" in Section 1.01
is deleted in its entirety and replaced by the following:
"Commitment Amount" shall mean two hundred sixty
million dollars ($260,000,000), the maximum aggregate amount
of the Commitment; provided, however, that if the Borrowers
exercise their right to reduce the Commitment in part pursuant
to Section 2.04 of this Agreement, then after the effective
date of such partial reduction the Commitment Amount shall be
the original Commitment Amount less all portions of the
Commitment theretofore cancelled by the Borrowers.
D. The definition of "Ferretti Yachts" is added to
Section 1.01 to read as follows:
"Ferretti Yachts" shall mean boats, vessels, and
yachts manufactured by Ferretti Group, including, without
limitation, the Ferretti, Pershing, Riva, Custom Line,
Apreamare, Bertram, Mochi Craft and CRN product lines.
E. The definition of "Lenders" in Section 1.01 is
deleted in its entirety and replaced by the following:
Lenders" shall mean (a) KeyBank, BOA, Transamerica,
GE Commercial and National City, (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.
F. The definition of "Termination Date" in Section 1.01
is deleted in its entirety and replaced by the following:
"Termination Date" shall mean December 15, 2006;
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.
G. Section 2.01 is deleted in its entirety and replaced
by the following:
2.01. ADVANCES.
(a) Commitment for Revolving Credit.
The Lenders severally agree, subject to the terms and
conditions set forth herein, to make Advances to the Borrowers
in respect of the Commitment from time to time until the
Termination Date. The following rules shall govern the amount
of the Advances:
(1) The aggregate outstanding
amount of such Advances may equal but shall never
exceed the lesser of (A) the Commitment Amount, and
(B) the Borrowing Base.
(2) In addition to the other
restrictions set forth in this Agreement (whether in
the definition of "Borrowing Base" or elsewhere): (A)
the amount includable in the Borrowing Base on
account of Eligible Used Inventory shall never exceed
twenty-five percent (25%) of the aggregate funded
amount of the outstanding Advances; (B) the amount
includable in the Borrowing Base on account of
Eligible Accounts shall never exceed twenty million
dollars ($20,000,000); (C) the amount includable in
the Borrowing Base on account of both the Eligible
New Inventory of Hatteras Yachts and the Eligible
Used Inventory of Hatteras Yachts shall not exceed in
the aggregate fifty million dollars
($50,000,000); (D) the amount includable in the
Borrowing Base on account of both the Eligible New
Inventory of Ferretti Yachts and the Eligible Used
Inventory of Ferretti Yachts shall not exceed in the
aggregate fifty million dollars ($50,000,000); (E)
the amount includable in the Borrowing Base on
account of (i) the Eligible New Inventory of Hatteras
Yachts and Ferretti Yachts and (ii) the Eligible Used
Inventory of Hatteras Yachts and Ferretti Yachts
shall not exceed in the aggregate seventy million
dollars ($70,000,000); (F) the amount includable in
the Borrowing Base on account of Loose Outboard
Motors in the Eligible New Inventory shall never
exceed one million, five hundred thousand dollars
($1,500,000); and (G) the amount includable in the
Borrowing Base on account of Eligible Parts Inventory
shall never exceed eight million dollars
($8,000,000).
(3) No Lender shall be
permitted or required to make any Advance in respect
of the Commitment if, after giving effect thereto,
the principal amount of such Lender's total
outstanding Advances would exceed such Lender's Pro
Rata Percentage of the Commitment Amount.
Because the Commitment creates a revolving credit facility,
the Borrowers may borrow under the Commitment, repay such
Advances without premium or penalty, and reborrow prior to the
Termination Date in accordance with this Agreement.
(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 initial Pro Rata Percentages of
the initial Lenders in the Commitment shall be as follows:
Lender Pro Rata Percentage
- ------ -------------------
KeyBank 26.9230769%
BOA 26.9230769%
Transamerica 19.2307693%
National City 15.3846154%
GE Commercial 11.5384615%
-----------
TOTAL 100.0000000%
Each Lender shall have the right to participate a portion of
its Pro Rata Percentage of the Advances and the Commitment and
to assign their Pro Rata Percentage in the Advances and the
Commitment in the manner permitted by Section 9.04 of this
Agreement.
(c) Use of Advances. The Borrowers may
use the proceeds of Advances to fund the Borrowers'
acquisition of Inventory, for working capital purposes and for
other general corporate purposes of the Borrowers.
(d) Periodic Statements. The
Administrative Agent will send the Company statements from
time to time listing the amount of each Advance. If Borrowers
do not agree with a statement, they must immediately notify
the Administrative Agent in writing of the objections. The
Borrowers' failure to notify the Administrative Agent of an
objection within ten (10) Business Days shall constitute an
acceptance of the statement.
H. Section 9.02 is deleted in its entirety and replaced
by the following:
9.02. NOTICES. Unless otherwise provided herein, all
notices, demands and other communications under the Loan
Documents shall be in writing and shall be personally
delivered, or sent by facsimile, national overnight courier
service, or certified mail (postage prepaid), to the following
addresses:
(a) If to Borrowers:
MarineMax, Inc.
18167 U.S. 19 North, Suite 499
Clearwater, Florida 33764
Attention: Michael McLamb
Fax: (727) 531-0123
with a copy to:
Robert S. Kant, Esq.
Greenberg Traurig, LLP
2375 East Camelback Road
Suite 700
Phoenix, Arizona 85016
Fax: (602) 445-8100
(b) If to KeyBank as the Administrative
Agent or a Lender:
KeyBank National Association
800 Superior Avenue, 9th Floor
Mail Code OH-01-02-0920
Cleveland, Ohio 44144
Fax: (216) 272-7336
Attn: Kevin P. von Busch
Senior Vice President
with a copy to:
Forrest Stanley, Esq.
Sr. Vice Pres. & Assoc. General
Counsel
Mail Code OH-01-27-0200
KeyBank National Association
127 Public Square
Cleveland, Ohio 44144
Fax: (216) 689-4107
(c) If to BOA as the Collateral Agent
or as a Lender:
BANK OF AMERICA, N.A., SUCCESSOR BY
MERGER TO BANC OF AMERICA SPECIALTY
FINANCE, INC.
1355 Windward Concourse
Mail Code GA7-903-04-21
Alpharetta, GA 30005
Fax: (678) 339-9513
Attn: John Burns
with a copy to:
John D. Evans, Jr., Esq.
Bank of America Corporation
9000 Southside Blvd.
Building 100, 7th Floor
Jacksonville, Florida 32256
Fax: (904) 464-5048
(d) If to Transamerica:
Transamerica Commercial Finance
Corporation
5595 Trillium Boulevard
Hoffman Estates, Illinois 60192
Fax: (847) 747-3109
Attn: Robin Lyon
(e) If to GE Commercial:
GE Commercial Distribution Finance
Corporation
5480 Corporate Drive #300
Troy, Michigan 48098
Fax: (248) 641-1488
Attn: Bruce VanWagoner
Managing Director, Marine
with a copy to:
GE Commercial Distribution Finance
Corporation
655 Maryville Center Drive
St. Louis, Missouri 64141
Fax: (314) 523-3228
Attn: General Counsel
(f) If to National City Bank:
National City Bank
1900 East 9th Street
Locator 01-2052
Cleveland Ohio 44114
Fax: (216) 222-2325
Attn: Alan M. Zang
Senior Vice President
with copy to:
General Counsel
National City Bank
1900 East 9th Street
Locator 01-2174
Cleveland, Ohio 44114
Fax: (216) 222-9219
Attn: Jennifer Malkin, Esq.
or to such other address as any party shall hereafter
designate in written notice to the other party. All notices,
demands and other communications will be effective when so
personally delivered or sent by facsimile, one (1) Business
Day after being sent by national overnight courier service, or
five (5) days after being so mailed; provided, however, that
notices to the Lenders pursuant to Article II hereof shall
only be effective when received.
H. The Borrowing Base Certificate attached to the
Agreement is deleted in its entirety and replaced by the Borrowing Base
Certificate attached hereto as Exhibit B.
3. Assignment. In accordance with Section 9.05 of the Agreement,
each of KeyBank, BOA, Transamerica and GE Commercial hereby assign to National
City that portion of its outstanding Advances that shall result in National City
having a portion of the outstanding Advances that is the same as its Pro Rata
Percentage of the Commitment Amount, as increased by this Amendment.
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.
5. 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.
[The remainder of this page intentionally left blank]
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
IN WITNESS WHEREOF, this Amendment No. 2 to the Credit and Security Agreement is
executed as of the date first set forth above.
"BORROWERS"
MARINEMAX, INC., a Delaware corporation
By: ________________________________________
Michael H. McLamb
Executive Vice President and Chief
Financial Officer
MARINEMAX OF SOUTHEAST FLORIDA, LLC, a
Delaware limited liability company
By: ________________________________________
Michael H. McLamb
Manager
MARINEMAX OF MINNESOTA, INC., a Minnesota
corporation
By: ________________________________________
Michael H. McLamb
Vice President
MARINEMAX OF SOUTHWEST FLORIDA, LLC, a
Delaware limited liability company
By: ________________________________________
Michael H. McLamb
Manager
MARINEMAX OF CENTRAL FLORIDA, LLC, a
Delaware limited liability company
By: ________________________________________
Michael H. McLamb
Manager
MARINEMAX OF SARASOTA, LLC, a Delaware
limited liability company
By: ________________________________________
Michael H. McLamb
Manager
MARINEMAX OF CALIFORNIA, INC., a California
corporation
By: ________________________________________
Michael H. McLamb
Assistant Vice President
MARINEMAX OF ARIZONA, INC., an Arizona
corporation
By: ________________________________________
Michael H. McLamb
Vice President
MARINEMAX MIDATLANTIC, LP, a Delaware
limited partnership
By: MarineMax New Jersey GP, Inc., its
general partner
By: __________________________________
Michael H. McLamb
Vice President
MARINEMAX MOTOR YACHTS, LLC, a Delaware
limited liability company
By: ________________________________________
Michael H. McLamb
Manager
MARINEMAX OF LAS VEGAS, INC., a Delaware
corporation
By: ________________________________________
Michael H. McLamb
Treasurer
MARINEMAX OF NORTH CAROLINA, INC., a North
Carolina corporation
By: ________________________________________
Michael H. McLamb
Vice President
MARINEMAX OF OHIO, INC., a Delaware
corporation
By: ________________________________________
Michael H. McLamb
Vice President
MARINEMAX OF UTAH, INC., a Delaware
corporation
By: ________________________________________
Michael H. McLamb
Vice President
MARINEMAX TX, L.P., a Texas limited
partnership
By: Dumas GP, L.L.C., its general partner
By: 11502 Dumas, Inc., its sole member
By: ______________________________
Kurt M. Frahn
Secretary
MARINEMAX OF GEORGIA, INC., a Georgia
corporation
By: ________________________________________
Michael H. McLamb
Vice President
BASSETT BOAT COMPANY, a Florida corporation
By: ________________________________________
Michael H. McLamb
Vice President
BASSETT REALTY, L.L.C., a Delaware limited
liability company
By: MarineMax, Inc., its sole member
By: ___________________________________
Michael H. McLamb
Executive Vice President and Chief
Financial Officer
C & N MARINE REALTY, L.L.C., a Delaware
limited liability company
By: MarineMax, Inc., its sole member
By: ___________________________________
Michael H. McLamb
Executive Vice President and Chief
Financial Officer
GULFWIND SOUTH REALTY, L.L.C., a Delaware
limited liability company
By: MarineMax, Inc., its sole member
By: __________________________________
Michael H. McLamb
Executive Vice President and Chief
Financial Officer
HARRISON'S REALTY, L.L.C., a Delaware
limited liability company
By: MarineMax, Inc., its sole member
By: __________________________________
Michael H. McLamb
Executive Vice President and Chief
Financial Officer
HARRISON'S REALTY CALIFORNIA, L.L.C., a
Delaware limited liability company
By: MarineMax, Inc., its sole member
By: __________________________________
Michael H. McLamb
Executive Vice President and Chief
Financial Officer
MARINA DRIVE REALTY I, L.L.C., a Delaware
limited liability company
By: MarineMax, Inc., its sole member
By: __________________________________
Michael H. McLamb
Executive Vice President and Chief
Financial Officer
MARINA DRIVE REALTY II, L.L.C., a Delaware
limited liability company
By: MarineMax, Inc., its sole member
By: __________________________________
Michael H. McLamb
Executive Vice President and Chief
Financial Officer
WALKER MARINA REALTY, L.L.C., a Delaware
limited liability company
By: MarineMax, Inc., its sole member
By: __________________________________
Michael H. McLamb
Vice President and Chief
Financial Officer
DUMAS GP, L.L.C., a Delaware limited
liability company
By: 11502 Dumas, Inc., its sole member
By: __________________________________
Kurt M. Frahn
Secretary
MARINEMAX NEW JERSEY GP, INC., a Delaware
corporation
By: ________________________________________
Michael H. McLamb
Vice President
MARINEMAX NJ PARTNERS, INC., a Delaware
corporation
By: ________________________________________
Michael H. McLamb
Vice President
MARINEMAX OF NEW JERSEY HOLDINGS, INC., a
Delaware corporation
By: ________________________________________
Michael H. McLamb
Vice President
MMX GP, LLC, a Delaware limited liability
company
By: _______________________________
Kurt M. Frahn
Authorized Representative
MMX HOLDINGS, LLC, a Delaware limited
liability company
By: ________________________________________
Kurt M. Frahn
Authorized Representative
MMX INTERESTS, LLC, a Delaware limited
liability company
By: ________________________________________
Kurt M. Frahn
Authorized Representative
MMX MEMBER, INC., a Delaware corporation
By: ________________________________________
Kurt M. Frahn
Authorized Representative
MMX PARTNERS, INC., a Delaware corporation
By: ________________________________________
Kurt M. Frahn
Authorized Representative
MMX VENTURES, LP, a Delaware limited
partnership
By: MMX GP, LLC, its general partner
By: __________________________________
Kurt M. Frahn
Authorized Representative
11502 DUMAS, INC., a Nevada corporation
By: ________________________________________
Kurt M. Frahn
Secretary
DUMAS GP, INC., a Nevada corporation
By: ________________________________________
Kurt M. Frahn
Secretary
NEWCOAST FINANCIAL SERVICES, INC., a
Delaware corporation
By: ________________________________________
Michael H. McLamb
Vice President
MARINEMAX SERVICES, INC., a Delaware
corporation
By: ________________________________________
Michael H. McLamb
Vice President
MARINEMAX U.S.A., INC., a Nevada corporation
By: ________________________________________
Kurt M. Frahn
Secretary
DELAWARE AVLEASE, LLC, a Delaware limited
liability company
By: ________________________________________
Michael H. McLamb
Vice President
MARINEMAX OF COLORADO, INC., a Delaware
corporation
By: ________________________________________
Michael H. McLamb
Vice President
MARINEMAX INTERNATIONAL, LLC, a Delaware
limited liability company
By: ________________________________________
Michael H. McLamb
Vice President
"LENDERS"
KEYBANK NATIONAL ASSOCIATION
By:_________________________________________
Name:___________________________________
Title:__________________________________
BANK OF AMERICA, N.A., SUCCESSOR BY
MERGER TO BANC OF AMERICA
SPECIALTY FINANCE, INC.
By:_________________________________________
Name:___________________________________
Title:__________________________________
TRANSAMERICA COMMERCIAL FINANCE CORPORATION
By:_________________________________________
Name:___________________________________
Title:__________________________________
GE COMMERCIAL DISTRIBUTION FINANCE
CORPORATION, formerly known as Deutsche
Financial Services Corporation
By:_________________________________________
Name:___________________________________
Title:__________________________________
NATIONAL CITY BANK, a national banking
association
By:_________________________________________
Name:___________________________________
Title:__________________________________