EXHIBIT 10.17(A)

EX-10.17.(A) 3 p68777exv10w17wxay.txt EXHIBIT 10.17(A) 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 ###-###-####% BOA ###-###-####% Transamerica ###-###-####% National City ###-###-####% GE Commercial ###-###-####% ----------- 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:__________________________________