THIRD AMENDMENT TO SECOND 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.

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED

INVENTORY FINANCING AGREEMENT [****]

THIS AMENDMENT (the “Amendment”), dated this 22^nd day of October, 2016, is a Third Amendment to that certain Second Amended and Restated Inventory Financing Agreement dated October 30, 2015, as amended by that certain First Amendment to Second Amended and Restated Inventory Financing Agreement (the “First Amendment”) dated March 31, 2016 and that certain Second Amendment to Second Amended and Restated Inventory Financing Agreement dated June 9, 2016 (as further amended, supplemented or otherwise modified from time to time, the “Financing Agreement”) [****] entered into by and among the undersigned Dealers (each, individually, a “Dealer” and, collectively, “Dealers”), Wells Fargo Commercial Distribution Finance LLC (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 the Financing Agreement or may from time to time become a party to the Financing Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender, and such Lenders.

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.With respect to [****], Section 2.a. of the First Amendment to the Inventory Financing Agreement is hereby deleted in its entirety and replaced with the following:

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

2.[****]

3.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.  

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.

[Signature Pages Follow]

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.  

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.

MY WEB SERVICES, LLC,

a Delaware limited liability company

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

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:

LENDERS: