EX-10.1 2 hzo-ex101_199.htm EX-10.1

NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” HAVE BEEN OMITTED FROM THIS EXHIBIT AS THESE PORTIONS ARE NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.

Exhibit 10.1

SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED
INVENTORY FINANCING AGREEMENT, FIFTH AMENDED AND RESTATED

PROGRAM TERMS LETTER, AND FOURTH AMENDED AND RESTATED

[****]

THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT, FIFTH AMENDED AND RESTATED PROGRAM TERMS LETTER, AND FOURTH AMENDED AND RESTATED [****] (this “Amendment”) dated as of November 8, 2019, is made to that certain FOURTH AMENDED AND RESTATED INVENTORY FINANCING AGREEMENT (as amended, supplemented, restated or modified, the “IFA”) by and among WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (“CDF”) as Agent (in such capacity as agent, the “Agent”) for the several financial institutions that may from time to time become party thereto (collectively, “Lenders,” and individually, each a “Lender”) and Dealers that may from time to time become party thereto (collectively, “Dealers” and individually, each a “Dealer”) and for itself as a Lender, and such Lenders, FIFTH AMENDED AND RESTATED PROGRAM TERMS LETTER (as amended, restated, supplemented or otherwise modified from time to time, the “PTL”) by and among CDF and Dealers, and FOURTH AMENDED AND RESTATED [****] (as amended, restated, supplemented or otherwise modified from time to time, the “[****],” and together with the IFA and PTL, the “Agreements”) by and among Agent and Existing Dealers (as defined below), each dated as of October 26, 2018. All capitalized terms not otherwise defined in this Amendment shall have the respective meanings assigned to them in the IFA.

Recitals

A.Agent, Lenders and Dealers desire to make certain amendments to the Agreements in accordance with the terms and conditions of this Amendment.

Agreement

NOW, THEREFORE, in consideration of the premises and of the mutual promises contained herein and in the Agreement the receipt and sufficiency of which is hereby acknowledged, Agent and Dealers agree as follows:

1.IFA Amendments:

a.The defined term “Maximum Aggregate Credit Amount” in Section 1 of the IFA is hereby deleted in its entirety and replaced with the following:

“Maximum Aggregate Credit Amount” means an aggregate total of four hundred forty million dollars ($440,000,000.00).

b.The defined term “Settlement Date” in Section 1 of the IFA is hereby amended to replace the term “Settlement Date” with the term “Reporting Date” and each reference to Settlement Date in the IFA is hereby deemed to be a reference to Reporting Date.

c.The following clause (xi) is added to Section 2(a) of the IFA:

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“(xi)Agent may, in its Permitted Discretion, adjust any advance rates for any Vendor that is not an Approved Vendor, provided that, with respect to a Vendor that was previously an Approved Vendor and is no longer an Approved Vendor (including, for the avoidance of doubt, Azimut-Benetti S.p.A., but excluding the Benetti brand), if (A) Dealers’ Tangible Net Worth is greater than two hundred fifty million dollars ($250,000,000.00) and (B) Dealers’ Liquidity exceeds twenty five million dollars ($25,000,000.00) (clauses (A) and (B), collectively, the “Advance Adjustment Criteria”), such adjustment shall not decrease any such advance rat e by more than ten percentage points. “Liquidity” shall be defined as (Y) Dealers’ unrestricted cash plus (Z) the lesser of (1) the Pre-Owned Inventory Sublimit (as defined below) or (2) (a) the Specific Pre-Owned Sublimit (as defined below) less the total amount of Loans outstanding with respect to pre-owned inventory with applicable valuations of seven hundred fifty thousand dollars ($750,000.00) or more plus (b) borrowing base availability (as calculated on the most recent borrowing base certificate delivered to Agent pursuant to the terms of the Program Terms Letter).

d.Section 2(b) of the IFA is hereby deleted in its entirety and replaced with the following:

“(b)Pre-Owned Inventory Advances and Sublimits. Subject to the overall Maximum Aggregate Credit Amount set forth above and the terms and conditions of this Agreement, on and after the Closing Date, Lenders severally and not jointly may make Loans 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 Aggregate Credit Amount hereunder, the total amount of Loans outstanding with respect to used or pre-owned inventory shall not exceed forty-five million dollars ($45,000,000.00) (the “Pre-Owned Inventory Sublimit”). Within such Pre-Owned Inventory Sublimit, (i) any Loans with respect to units with applicable valuations of seven hundred fifty thousand dollars ($750,000.00) or more shall require unit specific documentation (including an advance request form), (ii) no more than thirty-five million dollars ($35,000,000.00) of such Pre-Owned Inventory Sublimit shall be used by Dealers to finance pre-owned inventory with applicable valuations of less than seven hundred fifty thousand dollars ($750,000.00) (the “Other Pre-Owned Sublimit”), and (iii) no more than twenty million dollars ($20,000,000.00) of such Pre-Owned Inventory Sublimit shall be used by Dealers to finance pre-owned inventory with applicable valuations of seven hundred fifty thousand dollars ($750,000.00) or more (the “Specific Pre-Owned Sublimit”).”

e.Section 2(c) of the IFA is hereby deleted in its entirety and replaced with the following:

“(c)Advance Rates; Approvals. The advance rates with respect to pre-owned inventory as well as additional details of the financing program are set forth in the Program Terms Letter, the terms of which are incorporated herein by this reference. Upon thirty (30) days’ notice to Dealers, Agent may adjust the advance rates set forth in the Program Terms Letter (i) for Approved Vendors as provided in Section 2(a)(x) and (ii) for all other Vendors as provided in Section 2(a)(xi). This Agreement concerns the extension of credit, and not the provision of goods or services. An “Approval” shall be defined as Agent’s indication to a Vendor that the Lenders will provide financing to Dealers with respect to a particular Invoice or Invoices.”

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f.Section 3(a) of the IFA is hereby amended by adding the following to the end of such section:

“Notwithstanding anything to the contrary contained herein, including without limitation the provisions of Section 17 hereof, without the consent of Lenders, CDF may change any aspect or portion of any Transaction Statement at any time, provided that such change is not inconsistent with the terms and conditions of this Agreement.”

g.Section 6(b)(viii) of the IFA is hereby deleted in its entirety and replaced with the following:

“(viii)upon Agent’s request, (i) at any time the aggregate Obligations with respect to any Collateral or Dealer located in Ohio exceeds twelve million dollars ($12,000,000.00), deliver to Agent immediately upon such request (and Agent may retain) each certificate of title or statement of origin issued for such Collateral and (ii) at any time during the continuance of a Default, deliver to Agent immediately upon such request (and Agent may retain) each certificate of title or statement of origin issued for Collateral financed by any one or more Lenders;”

h.Section 6(d)(iv) of the IFA is hereby deleted in its entirety and replaced with the following:

“(iv)change the nature of its business in any material manner or its legal structure or be a party to a merger or consolidation (other than a merger or consolidation of a Dealer with or into another Dealer), divide itself pursuant to Section 18-217 of the Delaware Limited Liability Company Act or any similar law or statute or change its type of organization, its jurisdiction of incorporation or organization, or its organizational identification number, if any, or acquire any Person (an “Acquired Person”) or a substantial portion of the assets of any Person (“Acquired Assets”), except that Dealers may acquire an Acquired Person or Acquired Assets, if (A) Dealers provide Agent with thirty (30) days’ prior written notice of such acquisition, accompanied by a certificate of Dealers’ chief financial officer that such acquisition complies with the conditions of this Section 6(d)(iv) and copies of pro forma financial statements and projections giving effect to such acquisition, (B) immediately after any such acquisition of an Acquired Person, such Acquired Person becomes a party to this Agreement as a Dealer by executing and delivering to Agent such documents and agreements as Agent may reasonably require, at Dealers’ cost and expense, (C) immediately after any such acquisition of Acquired Assets, Agent shall continue to have, on behalf of Lenders a first-priority perfected security interest in such Acquired Assets that constitute “Collateral” (as defined herein) and the other Collateral, (D) at the time of such acquisition and after giving effect thereto, neither a Default nor an event which, with the giving of notice, the passage of time, or both, would result in a Default, shall have occurred and be continuing, (E) before and after giving effect to such acquisition, as illustrated by the pro forma financial statements and projections provided to Agent pursuant to clause (A) above, Dealers shall be in compliance with the financial covenants set forth in Section 6(c) as of the most recently ended fiscal quarter and the next four fiscal quarters ending after such acquisition, (F) the

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total acquisition cost of such Acquired Person or Acquired Assets (including, without limitation, acquired inventory) shall not exceed ten million dollars ($10,000,000) individually or twenty-five million dollars ($25,000,000) in the aggregate in any rolling twelve-month period for all such Acquired Persons and Acquired Assets, collectively; provided, however, if such acquisition does not comply with this clause (F), then Agent shall not unreasonably withhold its consent to such acquisition, and (G) at the time of such acquisition, Availability shall be at least five million dollars ($5,000,000) and the sum of Dealers’ cash, plus the balance of the [****] (as defined in the [****] Agreement), plus Availability shall be at least fifteen million dollars ($15,000,000); provided, however, that notwithstanding anything in this Section to the contrary, MarineMax Vacations, Ltd. shall not be required to become a party to this Agreement as a Dealer;”

i.Section 8(d) of the IFA is hereby deleted in its entirety and replaced with the following:

“(d) within thirty (30) days after Dealers’ year-end, Dealers’ financial projections for the next fiscal year on a consolidated basis;”

j.Section 8(g) of the IFA is hereby deleted in its entirety and replaced with the following:

“(g) concurrently with the delivery of the financial statements required to be delivered under clauses (a) and (b), above, a trigger compliance and advance adjustment criteria certificate in the form attached hereto as Exhibit G (the “Trigger Compliance and Advance Adjustment Criteria Certificate”), setting forth a calculation of Fixed Charge Coverage Ratio and TTM EBITDA (each as defined in the Program Terms Letter), Tangible Net Worth and the Advance Adjustment Criteria, executed by an officer of Dealers.”

k.The following clause (d) is hereby added to Section 17 of the IFA:

“(d)Notwithstanding the foregoing, Agent, with the consent of the Dealers, may amend, modify or supplement any Loan Document without the consent of any Lender or the Required Lenders in order to correct, amend or cure any inconsistency or defect or correct any typographical error or other manifest error in any Loan Document, and such amendment, modification or supplement shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof. Furthermore, notwithstanding anything to the contrary herein, with the consent of Agent at the request of the Dealers (without the need to obtain any consent of any Lender), any Loan Document may be amended to add terms that are favorable to the Lenders (as reasonably determined by Agent).”

l.Section 19 of the IFA is hereby deleted in its entirety and replaced with the following:

“19.Term and Termination. Unless sooner terminated as provided in this Agreement, the term of this Agreement shall commence on the date hereof and

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continue until October 30, 2022 and, if Agent provides written notice to Dealers of Agent’s intent to renew the current term at least (ninety) 90 days prior to the end of the then current term, at Agent’s election, subject to Section 17(a)(ii) above, the term of this Agreement shall automatically renew for up to two successive one year periods thereafter. Upon termination of this Agreement, all Obligations shall become immediately due and payable without notice or demand. Upon any termination, Dealers shall remain fully and jointly and severally liable to each Lender for all Obligations owed to such Lender, including without limitation all fees, expenses and charges, arising prior to or after termination, and each Lender’s rights and remedies and security interest, if any, shall continue until all Obligations to such Lender hereunder are paid and all obligations of Dealers are performed in full. All waivers and indemnifications in Agent’s and each Lender’s favor, and the agreement to arbitrate, set forth in this Agreement will survive any termination of this Agreement.”

m.Exhibits A, C, E and G of the IFA are hereby deleted in their entirety and replaced with Exhibits A, C, E and G attached hereto.

2.PTL Amendments:

a.The second paragraph under the section entitled “Advance Request” is hereby deleted in its entirety and replaced with the following:

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“In addition, each advance with respect to any advance request for Aquila brand inventory, Ocean Alexander brand inventory, Galeon brand inventory or Benetti brand inventory shall be requested as follows and accompanied by the following documentation for each item of such inventory: (a)Each advance request for Aquila brand inventory, Galeon brand inventory or Benetti brand inventory shall be requested within fifteen (15) Business Days of clearing United States Customs (b)Each advance request for Ocean Alexander brand inventory shall be requested within the earlier of: (i) fifteen (15) Business Days following payment in full to Alexander Marine Company, Ltd, or (ii) delivery of the inventory to Dealer (c)A copy of the original invoice from: (i) Sino Eagle Yacht Co., Ltd. for Aquila brand inventory (ii) Alexander Marine Company, Ltd. for Ocean Alexander brand inventory (iii) Galeon, LLP for Galeon brand inventory (iv) Azimut-Benetti S.p.A for Benetti brand inventory (d)Either a Manufacturer’s Statement of Origin (MSO) or Builder’s Certificate (e)Evidence that each such item of inventory has cleared United States Customs (f)Evidence that MarineMax has paid: (i) Sino Eagle Yacht Co., Ltd. in full for each such item of Aquila brand inventory, (ii) Alexander Marine Company, Ltd. in full for each such item of Ocean Alexander brand inventory (iii) Galeon, LLP. in full for each such item of Galeon brand inventory (iv) Azimut-Benetti S.p.A in full for each such item of Benetti brand inventory”

b.The first paragraph under the section entitled “Floorplan Advance Rate” is hereby deleted in its entirety and replaced with the following:

“For new inventory (excluding Azimut brand new inventory (for the avoidance of doubt, when used herein, the term “Azimut brand new inventory” and “Azimut brand inventory” shall not include Benetti brand inventory), Benetti brand new inventory, Aquila brand new inventory, Ocean Alexander brand new inventory, and Galeon brand new inventory), 100% of invoice amount, including freight (if included on original invoice), subject to Availability.”

c.The following paragraph is added to the section entitled “Floorplan Advance Rate” of the PTL:

“For Benetti brand new inventory: 60% of invoice amount for all inventory subject to a maximum of [****] in the aggregate advanced at any one time, and further subject to Availability. Notwithstanding the foregoing, with respect to that certain 125 ft. Benetti unit (the “Benetti Unit”) to be financed by Lenders, the following conditions shall apply: (a) the maximum amount Lenders shall fund with respect to such Benetti Unit shall be 50% of the invoice amount of such Benetti Unit and (b) prior to any such funding, Agent shall have received evidence in form and substance acceptable to Agent that Dealer owns such Benetti Unit free and clear of all Liens, including any Liens of the Azimut-Benetti S.p.A.”

d.Clause (i)(b)(2) of the definition of “Availability” in the section entitled “Floorplan Advance Rate” of the PTL is hereby deleted in its entirety and replaced with the following:

“(2) if the Fixed Charge Coverage ratio is less than 1.2x or TTM EBITDA is less than [****], in each case as shown on the most recent Trigger Compliance Certificate delivered pursuant to Section 8(g) of the Inventory Financing Agreement, 100% of Total Eligible Inventory shown on the most recent inventory certificate, less the lesser of (x) [****] and (y) 10% of Total Eligible Inventory shown on such inventory certificate (such lesser amount, the “Collateral Block”) ((b)(1) or (2), as applicable, the “Net Eligible Inventory Amount”),”

e.The first two paragraphs under the section entitled “Concentration Limits” are hereby deleted in their entirety and replaced with the following:

“If the number of units of inventory (new and pre-owned) financed by any one or more Lenders which are not Pre-Sold and which have an Outstanding Amount > $250,000.00 exceeds [****] of total number of units of inventory financed by such Lender or Lenders, then immediate payment shall be required and applied to the oldest units of such inventory financed by such Lender or Lenders to the extent

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required to reduce the number of such units to [****] or less. “Outstanding Amount” means the outstanding amount financed by any one or more Lenders for such unit, minus any portion of the Required Amount (as defined in the [****]) funded to the [****] with respect to curtailments for such unit. For purposes of determining the concentration limits, units of inventory financed by any one or more Lenders shall include, without limitation, each unit of pre-owned inventory with a valuation < $750,000.00 identified on the current borrowing base certificate.

If the units of inventory (new and pre-owned) financed by any one or more Lenders which are not Pre-Sold and which have an Outstanding Amount > $750,000.00 exceed [****] in the aggregate (of which no more [****] in the aggregate may be Azimut brand and no more than [****] in the aggregate may be Benetti brand), then immediate payment shall be required and applied to the oldest units of such inventory financed by such Lender or Lenders to the extent required to reduce the Outstanding Amount to [****] or less for such inventory (and [****] or less for Azimut brand inventory and [****] or less for Benetti brand inventory). In no event shall any one or more Lenders finance more than the greater of [****] units or [****] of such inventory that exceeds 72 ft., and which are not Pre-Sold.”

f.Exhibits A, B and C of the PTL are hereby deleted in their entirety and replaced with Exhibits A, B and C attached hereto.

3.[****] Amendments:

a.[****]

| 4. | Release. In consideration of the agreements of Agent contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Dealer (collectively, the “Releasors”), on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender, each of their successors and assigns, each of their respective affiliates, and their respective affiliates’ present and former shareholders, members, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other Persons being hereinafter referred to collectively as the “Releasees,” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually a “Claim” and collectively, “Claims”) of every name and nature, either known or unknown, both at law and in equity, which Releasors, or any of them, or any of their successors, assigns or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the date hereof, including, without limitation, for or on the account of, or in relation to, or in any way in connection with the IFA, the other Agreements, any other Loan Document or any of other agreement, document, or instrument related thereto or transactions thereunder or related thereto.

| 5. | References. Each reference in the Agreements and the Loan Documents to the Agreements shall be deemed to refer to the Agreements as amended by this Amendment.

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| 6. | Ratification. Dealers hereby ratify and confirm the Agreements, as amended hereby, and each other Loan Document executed by such Dealer in all respects. All terms and provisions of the Agreements not specifically amended by this Amendment shall remain unchanged and in full force and effect.

| 7. | Conditions Precedent to Effectiveness of Amendment. This Amendment shall not be effective unless and until each of the following conditions precedent has been satisfied or waived in the sole and absolute discretion of Agent:

| a. | Agent shall have received this Amendment, duly executed by each of the parties hereto.

| b. | Agent shall have reimbursed Agent for all of its costs and expenses incurred in connection with this Amendment and all documents related hereto in accordance with the provisions of Section 15 of the IFA.

| c. | Agent shall have received an opinion of counsel from counsel to Dealers (other than Fraser Yachts California, Inc. (“Fraser Yachts”)) in form and substance acceptable to Agent.

| d. | Agent shall have received a certificate of each Dealer (other than Fraser Yachts) certifying as to (A) all corporate actions taken and consents made by Dealers to authorize the transactions provided for or contemplated under this Amendment and the execution, delivery and performance of the Loan Documents to which they are a party; (B) the names of the officers or employees of each Dealer authorized to sign the Loan Documents to which they are a party, together with a sample of the true signature of each such Person (Agent may conclusively rely on such certificates until formally advised by a like certificate of any changes therein) and (C) the Certificate or Articles of Organization or Formation and Operating Agreement or Bylaws of each Dealer as restated or amended to the date of this Amendment and (D) certificates of good standing for each Dealer in the jurisdiction of its establishment.

| 8. | Post-Closing Covenant. Within ninety (90) days of the date hereof, Agent shall have received: (A) an opinion of counsel from counsel to Fraser Yachts, (B) a ratification agreement executed by Fraser Yachts, and (C) a certificate certifying as to the items set forth in Section 7(d)(A) – (D), above, in each case in form and substance acceptable to Agent. Breach of this covenant shall constitute a Default as defined under the IFA.

| 9. | Assignment. This Amendment shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their participants, successors and assigns.

| 10. | Counterparts. 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]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first above written.

DEALERS:

MARINEMAX, INC., a Florida corporation |
By: | /s/ Michael H. McLamb |
Print Name: | Michael H. McLamb |
Title: | Executive Vice President, Chief Financial Officer, Secretary, |
MARINEMAX EAST, INC., a Delaware corporation |
By: | /s/ Michael H. McLamb |
Print Name: | Michael H. McLamb |
Title: | President, Secretary, Treasurer |
MARINEMAX SERVICES, INC., a Delaware corporation |
By: | /s/ Michael H. McLamb |
Print Name: | Michael H. McLamb |
Title: | Vice President, Secretary, Treasurer |

MARINEMAX NORTHEAST, LLC, a Delaware limited liability company By: MARINEMAX EAST, INC. the sole member of MarineMax Northeast, LLC |
By: | /s/ Michael H. McLamb |
Print Name: | Michael H. McLamb |
Title: | President, Secretary, Treasurer |

[Signature Page to Second Amendment to IFA, PTL, and [****]]

BOATING GEAR CENTER, LLC a Delaware limited liability company By: MARINEMAX EAST, INC., the sole member of Boating Gear Center, LLC |
By: | /s/ Michael H. McLamb |
Print Name: | Michael H. McLamb |
Title: | President, Secretary, Treasurer |

US LIQUIDATORS, LLC |
a Delaware limited liability company By: MARINEMAX, INC. the sole member of US Liquidators, LLC |
By: | /s/ Michael H. McLamb |
Print Name: | Michael H. McLamb |
Title: | Executive Vice President, Chief Financial Officer, Secretary, |

MY WEB SERVICES, LLC,

a Delaware limited liability company

By: MARINEMAX EAST, INC., the sole member of My Web Services, LLC |
By: | /s/ Michael H. McLamb |
Print Name: | Michael H. McLamb |
Title: | President, Secretary and Treasurer, |

MARINEMAX CHARTER SERVICES, LLC,

a Delaware limited liability company

By: MARINEMAX EAST, INC., the sole member of MarineMax Charter Services, LLC |
By: | /s/ Michael H. McLamb |
Print Name: | Michael H. McLamb |
Title: | President, Secretary, Treasurer |

[Signature Page to Second Amendment to IFA, PTL, and [****]]

NEWCOAST FINANCIAL SERVICES, LLC, |
a Delaware limited liability company By: MARINEMAX EAST, INC. the sole member of Newcoast Financial Services, LLC |
By: | /s/ Michael H. McLamb |
Print Name: | Michael H. McLamb |
Title: | President, Secretary, Treasurer |

[****],

a Florida limited liability company

By: MY WEB SERVICES, LLC,

the sole member of [****]

By: MARINEMAX EAST, INC., the sole member of My Web Services, LLC |
By: | /s/ Michael H. McLamb |
Print Name: | Michael H. McLamb |
Title: | President, Secretary and Treasurer |
Tax ID: | 27-4689836 |
Org. ID (if any): 4933499 |

GULFPORT MARINA, LLC,

a Delaware limited liability company

By: MARINEMAX EAST, INC., the sole member of Gulfport Marina, LLC |
By: | /s/ Michael H. McLamb |
Print Name: | Michael H. McLamb |
Title: | President, Secretary and Treasurer |
Tax ID: | 27-4689836 |
Org. ID (if any): 4933499 |

[Signature Page to Second Amendment to IFA, PTL, and [****]]

FWW, LLC,
a Florida limited liability company By: MARINEMAX EAST, INC. the sole member of FWW, LLC
By: | /s/ Michael H. McLamb
Print Name: | Michael H. McLamb
Title: | President, Secretary, Treasurer

FRASER YACHTS FLORIDA, INC.,
a Florida corporation
By: | /s/ Jeanne Bruss
Print Name: | Jeanne Bruss
Title: | Secretary

FRASER YACHTS CALIFORNIA, INC.,
a California corporation
By: | /s/ Jeanne Bruss
Print Name: | Jeanne Bruss
Title: | Secretary

[Signature Page to Second Amendment to IFA, PTL, and [****]]

AGENT AND LENDER:

WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC
By: | /s/ Thomas M. Adamski
Print Name: | Thomas M. Adamski
Title: | Duly Authorized Signatory

LENDERS:

BANK OF THE WEST, INC.
By: | /s/ Tim McKevitt
Print Name: | Tim McKevitt
Title: | VP – Relationship Manager
M&T BANK
By: | /s/ Brendan Kelly
Print Name: | Brendan Kelly
Title: | VP

BRANCH BANKING AND TRUST COMPANY
By: | /s/ David Miller
Print Name: | David Miller
Title: | VP

[Signature Page to Secondt Amendment to IFA, PTL, and [****]]

Exhibit A to IFA

Existing Approved Vendors

Vendor | Brand
BRUNSWICK CORPORATION | BAYLINER BOSTON WHALER HARRIS FLOTEBOTE MERCURY SEA RAY
CREST MARINE LLC | CREST
GRADY-WHITE BOATS, INC. | GRADY-WHITE
MASTERCRAFT BOAT COMPANY, LLC | AVIARA MASTERCRAFT
NAUTIC STAR, LLC | NAUTICSTAR
NAUTIQUE BOAT COMPANY, INC. | SKI NAUTIQUE
PONTOON BOAT, LLC | BENNINGTON
REC BOAT HOLDINGS, LLC | SCARAB
SEMINOLE MARINE, INC. | SAILFISH
SCOUT BOATS, INC. | SCOUT
SPORTSMAN BOATS MANUFACTURING, INC. | SPORTSMAN
TIGE BOATS, INC. | TIGE
WELLCRAFT, LLC | WELLCRAFT
Trailer Vendors |
EZ LOADER CUSTOM BOAT TRAILERS, INC. EZ LOADER BOAT TRAILERS, INC. | EZ LOADER
MAGIC TILT TRAILERS, INC. | MAGIC TILT
MCCLAIN TRAILERS, INC. | MCCLAIN
VENTURE TRAILERS, INC. | VENTURE

Exhibit C to IFA

Permitted Locations

Location Name | Lot Code | Address Line 1 | City | State | Zip Code | Phone Numbers
MarineMax Gulf Shores Parkway | OB | 3829 Gulf Shores Parkway | Gulf Shores | AL | 36542 | 251-981-1113
MarineMax Norwalk | CT1 | 130 Water Street | Norwalk | CT | 06854 | 888-254-1796
MarineMax Connecticut | CT2 | 627 Boston Post Road | Westbrook | CT | 06498 | 860-399-5581
MarineMax Brevard (Cocoa) | BVD | 1410 King Street | Cocoa | FL | 32922 | 321-636-3142
MarineMax Sarasota Retail Sales | CIT | 1601 Ken Thompson Parkway | Sarasota | FL | 34236 | 941-388-4411
MarineMax Clearwater | CW | 18025 US 19 North | Clearwater | FL | 33764 | 727-536-2628
MarineMax Jacksonville Beach | FL3 | 2079 Beach Boulevard | Jacksonville Beach | FL | 32250 | 904-338-9970
MarineMax Panama City | FL7 | 3605 Thomas Drive | Panama City Beach | FL | 32408 | 850-234-6533
MarineMax Ft Myers | FT | 14070 McGregor Boulevard | Fort Myers | FL | 33919 | 239-481-8200
MarineMax Ft Myers | FT | 14030 McGregor Boulevard | Fort Myers | FL | 33919 | 239-454-2628
MarineMax Ft Lauderdale | HAT | 2301 SE 17th Street, Pier 66 Marina | Fort Lauderdale | FL | 33316 | 954-779-1905
MarineMax Pensacola | KM | 1901 Cypress Street | Pensacola | FL | 32502 | 850-477-1112
MarineMax Miami | MIA | 700 NE 79th Street | Miami | FL | 33138 | 305-758-5786
MarineMax - Miami Service | MIA | 840 NE 78th Street | Miami | FL | 33138 | 305-758-5786
Corporate Headquarters | MM | 2600 McCormick Drive, Suite 200 | Clearwater | FL | 33759 | 727-531-1700
MarineMax St Petersburg Yacht and Service Center | MYSC | 6810 Gulfport Boulevard | South Pasadena | FL | 33707 | 727-343-6520
MarineMax Dania Beach | MYSD | 490 Taylor Lane | Dania Beach | Fl | 33004 | 954-926-0309
MarineMax Naples Retail Sales | NAP | 1146 6th Avenue South | Naples | FL | 34102 | 239-262-1000
MarineMax Palm Beach | NPB | 2385 PGA Boulevard | Palm Beach Gardens | FL | 33410 | 561-694-5815
MarineMax of Orlando | OLN | 455 S Lake Destiny Road | Orlando | FL | 32810 | 407-660-2628
MarineMax Ocean Reef | ORC | 2 Fishing Village Drive | Key Largo | FL | 33037 | 305-367-3969
MarineMax Cape Haze (Palm Island) | PMI | 7090 Placida Road | Cape Haze | FL | 33946 | 941-697-2161
MarineMax Pompano Beach Retail Sales | POM | 700 South Federal Highway | Pompano Beach | FL | 33062 | 954-783-9555
MarineMax Pompano Yacht Center | PYC | 750 South Federal Highway | Pompano Beach | FL | 33062 | 954-618-0440
MarineMax Stuart Sales and Service | STU | 2370 SW Palm City Road | Stuart | FL | 34994 | 772-287-4495

MarineMax Venice Retail Sales | VEN | 1485 S Tamiami Trail | Venice | FL | 34285 | 941-485-3388
MarineMax Cumming | SM2 | 1860 Bald Ridge Marine Road | Cumming | GA | 30041 | 770-781-9370
MarineMax Danvers | NE2 | 10 Hutchinson Drive | Danvers | MA | 01923 | 781-395-0050
MarineMax Baltimore Yacht Sales and Service Center | MD4 | 1800 S Clinton Street | Baltimore | MD | 21224 | 410-732-1260
MarineMax Bayport | CMB | 200 Fifth Avenue South | Bayport | MN | 55003 | 651-351-9621
MarineMax Rogers | CMR | 20300 County Road 81, PO Box 250 | Rogers | MN | 55374 | 763-428-4126
MarineMax Excelsior | CMZ | 141 Minnetonka Boulevard | Excelsior | MN | 55331 | 952-346-4857
MarineMax Lake Ozark | LOZ | 3070 Bagnell Dam Boulevard | Lake Ozark | MO | 65049 | 573-365-5382
MarineMax Osage Beach | MCP | 4543 Osage Beach Parkway | Osage Beach | MO | 65065 | 573-348-1299
MarineMax Southport Marina | NC6 | 606 West Street, Suite 107 | Southport | NC | 28461 | 201-515-4122
MarineMax Wrightsville Beach | SB | 130 Short Street | Wrightsville Beach | NC | 28480 | 910-256-8100
MarineMax Brick | BNJ | 1500 Riverside Drive | Brick | NJ | 08724 | 732-840-2100
MarineMax Lake Hopatcong | HOP | 134 Espanong Road | Lake Hopatcong | NJ | 07849 | 973-663-2045
MarineMax Brant Beach Service | MBB | 20 W 44th Street | Brant Beach | NJ | 08008 | 609-494-2838
MarineMax Ship Bottom | MLB | 214 W 9th Street | Ship Bottom | NJ | 08008 | 609-494-2102
MarineMax Mays Landing Service | MML | 1201 Somers Point, Route 559 | Egg Harbor | NJ | 08234 | 609-625-1099
MarineMax Somers Point | MSP | 600 Bay Avenue | Somers Point | NJ | 08244 | 609-926-0600
MarineMax Huntington | NY5 | 155 West Shore Road | Huntington | NY | 11743 | 631-424-2710
MarineMax Manhattan | NY6 | Chelsea Piers, Pier 59, 23rd Street and the Hudson River | New York | NY | 10011 | 212-336-7873
MarineMax Catawba Island | TCM | 1991 NE Catawba Road | Port Clinton | OH | 43452 | 419-797-4492
MarineMax Wakefield | NE3 | 362 Pond Street | Wakefield | RI | 2879 | 781-875-3619
MarineMax Newport | RI1 | 10 Bowen's Wharf | Newport | RI | 2840 | 401-849-2243
MarineMax Lewisville/Dallas | DAL | 1490 N Stemmons Freeway | Lewisville | TX | 75067 | 972-436-9979
MarineMax Lewisville Yachts and Service | LLV | 1481 E Hill Park Road | Lewisville | TX | 75056 | 972-436-9979
MarineMax Lake Texoma | LTX | 120 Texoma Harbor Drive | Pottsboro | TX | 75076 | 972-436-9979
MarineMax Seabrook | NAS | 3001 NASA Parkway | Seabrook | TX | 77586 | 281-326-4224
MarineMax Lake Wylie | HM2 | 310 Blucher Circle | Lake Wylie | SC | 29710 | 803-831-2101
MarineMax Thunderbolt | HM7 | 3518 Old Tybee Road | Thunderbolt | GA | 31410 | 912-897-9881

MarineMax Thunderbolt | HM7 | 188 Old Tybee Road | Thunderbolt | GA | 31410 | 912-897-9881
MarineMax Cornelius | HM1 | 9209 Westmoreland Road | Cornelius | NC | 28031 | 704-892-9676
MarineMax Greenville | HM3 | 14 Burty Road | Greenville | SC | 29605 | 864-236-9005
MarineMax Charleston | HM5 | 142 Sportsman's Island Drive | Charleston | SC | 29492 | 843-747-1889
MarineMax Island Marine Center | IM1 | 2602 Shore Rd (Rte 9) | Ocean View | NJ | 08230 | 609-624-1117
MarineMax Boston | NE1 | 64 Washington St | Quincy | MA | 02169 | 617-288-1000
MarineMax Miami Beach Marina | MIB | 300 Alton Rd | Miami Beach | FL | 33139 | 305-921-0002
Catawba Isand Club | TCM | 4235 East Beachclub Rd | Port Clinton | OH | 43452 | 419-797-4492
MarineMax North Somers Point | IM1 | 7 Kapella Ave | Somers Point | NJ | 08244 | 609-926-0600
MarineMax Grand Lake | GLC | 28251 S 561 Road | Monkey Island | OK | 74331 | 918-782-3277
MarineMax Grand Lake | GLC | 56300 E 280 Rd | Monkey Island | OK | 74331 | 918-782-3277
MarineMax Fort Walton Beach | FWB | 6-22 Miracle Strip Pkwy | Fort Walton Beach | FL | 32548 | 850-760-0300
MarineMax Sail and Ski Center | SSA | 12971 Research Blvd | Austin | TX | 78750 | 512-258-0733
MarineMax Sail and Ski Center | SAN | 141 Balcones North | San Antonio | TX | 78201 | 210-734-8199
|  | 16406 Stewart Rd | Austin | TX | 78734 |
|  | 5400 Hudson Bend Rd | Austin | TX | 78734 |
|  | 15911 Edwards Dr | Austin | TX | 78734 |
MarineMax Sail and Ski Center | LBJ | 15616 Stewart Rd | Lakeway | TX | 78734 | 512-266-1515

EXHIBIT E to IFA

Lender’s Allocations and Ratable Share

Lender | Allocation | Ratable Share
CDF | $240,000,000 | 54.545454545%
Bank of the West, Inc. | $50,000,000 | 11.363636364%
M&T Bank | $115,000,000 | 26.136363636%
Branch Banking & Trust Company | $35,000,000 | 7.954545455%
TOTAL | $440,000,000 | 100.000000000%

EXHIBIT G to IFA

Trigger Compliance and Advance Adjustment Criteria Certificate

Calculations Based on period ended: | MM/DD/YY |  |  |
| PYTD | FYE | CYTD | TTM
($000s) | MM/DD/YY | MM/DD/YY | MM/DD/YY | MM/DD/YY
net income |  |  |  | -
add back: taxes |  |  |  | -
add back: interest |  |  |  | -
add back: depreciation / amortization |  |  |  | -
add back: one-time acquisition costs |  |  |  | -
add back: non-cash stock-based compensation |  |  |  | -
less: non-recurring gains / non-cash items / tax credits |  |  |  | -
EBITDA |  |  |  | -
less: Capital Expenditures |  |  |  | -
EBITDA less Capital Expenditures |  |  |  | -
cash interest |  |  |  | -
scheduled principal payments |  |  |  |
cash income taxes |  |  |  | -
dividends / distributions |  |  |  | -
Fixed Charges |  |  |  | -
FCCR |  |  |  | #DIV/0!
a) Consolidated Shareholders Equity of the Borrowers |  |  |  | -
Less: GAAP Intangibles |  |  |  |
i) Goodwill |  |  |  | -
ii) Patents |  |  |  | -
iii) Trademarks |  |  |  | -
iv) Other Intangibles |  |  |  | -
b) Total Intangibles (I + ii + iii + iv) |  |  |  | -
c) Related accounts receivable and loans excluding allowed draws |  |  |  | -
d) Tangible Net Worth (a - b - c) |  |  |  | -
Net Income (cumulative, after 6/30/18) |  |  |  | -

multiply by 75% |  |  |  | -
plus: $200MM |  |  |  | 200,000
Required TNW (greater of $200MM or 75% of cumulative NI + $200MM) |  |  |  | 200,000
Specific Pre-Owned Sublimit |  |  |  | 20,000
less: Outstanding pre-owned inventory with valuations >= $750M |  |  |  | -
Excess Available on Specific Pre-Owned Sublimit |  |  |  | 20,000
plus: Borrowing Base Availability |  |  |  | -
Pre-owned Availability (lesser of i) $45MM or ii) Excess Available on Specific PO Sublimit + Borrowing Base Availability) |  |  |  | 20,000
plus: Unrestricted cash |  |  |  |
Liquidity |  |  |  | 20,000
Collateral Block Triggers |  |  |  | Compliant?
EBITDA [****] |  |  |  | NO
FCCR [****] |  |  |  | #DIV/0!
advance adjustment trigger (re: Approved Vendors) |  |  |  | Compliant?
TNW [****] |  |  |  | NO
Advance Adjustment Criteria |  |  |  | Compliant?
TNW [****] |  |  |  | NO
Liquidity [****] |  |  |  | NO
MarineMax, Inc. |  |  |  |
By: ___________________________________ |  |  |  |
Title: ___________________________________ |  |  |  |

Exhibit A to PTL

Advance Request Form

Wells Fargo Commercial Distribution Finance, LLC

10 S. Wacker Dr., 20th Floor

Chicago, IL 60606

Re: | Fourth Amended and Restated Inventory Financing Agreement, dated October 26, 2018, among MarineMax, Inc. (“Dealer Agent”), the other Dealers party thereto (collectively, together with Dealer Agent, “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 thereto or that may from time to time become party to thereto (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender, and such Lenders, as amended, modified, restated or replaced from time to time (the “Agreement”)

Ladies and Gentlemen:

The undersigned is agent for Dealers under the Agreement and as such is authorized to make and deliver this advance request (this “Request”) on behalf of Dealers pursuant to Section 1 of the Agreement. All capitalized terms used, but not defined, herein have the meanings provided in the Agreement.

Dealers hereby request that Lenders make an advance on ________________, 20____ of $______________________ to Dealers under the terms of the Agreement with respect to the following (check one):

| __________ | pre-owned inventory units with applicable valuations of seven hundred fifty thousand dollars ($750,000.00) or more (“Specific Pre-Owned Items”), subject to the Pre-Owned Inventory Sublimit and Availability (as defined in the Agreement).

| __________ | pre-owned inventory units with applicable valuations of less than seven hundred fifty thousand dollars ($750,000.00) (“Other Pre-Owned Items”), subject to the Pre-Owned Inventory Sublimit and Availability.

| __________ | units of inventory (excluding used or pre-owned inventory) for which Dealers have previously made payments to Agent on behalf of Lenders (“Re-Advance Items”), subject to the Re-Advance Sublimit and Availability.

The undersigned hereby represents, warrants and certifies that, as of the date hereof,

| (a)each representation and warranty made to Agent and Lenders by or on behalf of any Dealer is true and correct as of the date hereof, except to the extent that such representation or warranty expressly relates to an earlier date, in which event such representation or warranty was true and correct as of such earlier date;

| (b)neither a Default nor any event which with the giving of notice, the passage of time or both would result in a Default has occurred and is continuing or would reasonably be expected to result after giving effect to the advance requested hereby [except _______ ______________________];

| (c)after giving effect to the advance requested hereby, the aggregate outstanding amount of the Obligations (i) will not exceed the lesser of (I) the Maximum Aggregate Credit Amount minus the outstanding amount of Approvals and (II) the Net Eligible Inventory Amount minus the amount of any Reserves, (ii) with respect to pre-owned inventory will not exceed the Pre-Owned Inventory Sublimit, (iii) with respect to Specific Pre-Owned Items will not exceed the Specific Pre-Owned Sublimit, (iv) with respect to Other Pre-Owned Items will not exceed the Other Pre-Owned Sublimit, and (v) with respect to Re-Advance Items, will not exceed the Re-Advance Sublimit;

| (d)if this Request relates to Specific Pre-Owned Items, Exhibit A hereto sets forth, for each Specific Pre-Owned Item, (i) the Dealer who owns such item, (ii) the location of such item, (iii) the year, make and model, serial number, engine model, horsepower and serial for such item, (iv) the NADA low wholesale value and the advance amount requested therefor, and (v) copies of the reports and documents listed on Exhibit A as “Required Documents”;

| (e)if this Request relates to Other Pre-Owned Items, Exhibit B hereto sets forth (i) the date of the most recent borrowing base certificate and the borrowing base amount shown thereon, (ii) borrowing base availability as of the date hereof, and (ii) borrowing base availability after the advance request hereby;

| (f)if this Request relates to Re-Advance Items, Exhibit C hereto sets forth (i) the specific Re-Advance Items supporting such advance, identified by manufacturer, original invoice number, and original invoice date and (ii) the original invoice amount, outstanding amount of Obligations with respect to such Re-Advance Item, and the re-advance amount requested therefor;

(g)each Specific Pre-Owned Item, Other Pre-Owned Item and Re-Advance Item, as applicable, is owned by the Dealer identified on the Exhibits attached hereto, free and clear of all Liens, and Agent holds a first and prior Lien on such Collateral as collateral agent for the Lenders pursuant to the Agreement, and such Collateral is in good saleable condition (normal wear and tear excepted); and

(h)The terms and conditions of the Agreement apply to this Request.

Executed this ____ day of _______________, _____.

MarineMax, Inc.,

a Florida corporation

By:

Its:

Typed Name:

Exhibit A to Advance Request Form

Specific Pre-Owned Items

RE: USED TRADE-IN (CIRCLE ONE)

AGENT FOR DEALERS MARINE MAX DEALER NUMBER____________

UNIT LOCATION ___________________________________________________________________________

YEAR ________MAKE/MODEL__________________________________________________

BOAT SERIAL NUMBER______________________________________________________________________

ENGINE MODEL, HORSEPOWER & SERIAL

NADA (ABOS or BUC) LOW WHOLESALE VALUE FOR BOAT & ENGINE $____________VALUE X %

$_____________

DOLLAR AMOUNT OF USED/TRADE REQUEST TO BE ADVANCED $____________________

REQUIRED DOCUMENTS:

*Attach copy of customer contract for trade-in units/bill of sale and proof of payment for used units.

*Attach copy of completed Title Documents(front and rear) evidencing the boat is free and clear of all liens.

*Attach copy of survey/internal condition report

*Attach copy of internal valuation report

*Attach copy of Coast Guard documentation, abstract of title, and bill of sale

Specific Pre-Owned Sublimit$20,000,000 (1)

Outstanding Amount with Respect to Specific

Pre-Owned Items____________________(2)

Amount of Advance Requested

[not > $2,500,000.00]____________________(3)

Outstanding Amount with Respect to Specific Pre-Owned

After Requested Advance

[(2) + (3)]____________________(4)

Specific Pre-Owned Sublimit Availability After

Requested Advance

[(1) – (4)]____________________(5)

Pre-Owned Inventory Sublimit$45,000,000(6)

Outstanding Amount with Respect to Other Pre-Owned

Items ____________________(7)

Outstanding Amount with Respect to Specific Pre-Owned

Items and Other Pre-Owned Items After Requested Advance

[(5) + (7)]____________________(8)

Pre-Owned Inventory Sublimit Availability After

Requested Advance

[(6) – (8)]____________________(9)

Exhibit B to Advance Request Form

Other Pre-Owned Items

Borrowing Base Certificate Date ____________________

Borrowing Base Amount____________________(1)

Other Pre-Owned Sublimit$35,000,000 (2)

Other Pre-Owned Line of Credit

[Lesser of (1) or (2)]____________________(3)

Outstanding Amount with Respect to Other Pre-Owned____________________(4)

Borrowing Base Availability (Payment Required)

[(3) - (4)]____________________(5)

Amount of Advance Requested____________________(6)

Outstanding Amount with Respect to Other Pre-Owned

After Requested Advance

[(4) + (6)]____________________(7)

Percentage of Borrowing Base Amount

[(7) / (1)] (must be ≤ 80% if certificate date not request

date and ≤ 100% if certificate date is request date) ____________________%(8)

Borrowing Base Availability After Requested Advance

[(1) – (7)]____________________(9)

Pre-Owned Inventory Sublimit$45,000,000(10)

Outstanding Amount with Respect to Specific Pre-Owned

Items ____________________(11)

Outstanding Amount with Respect to Specific Pre-Owned

Items and Other Pre-Owned Items After Requested Advance

[(7) + (11)]____________________(12)

Pre-Owned Inventory Sublimit Availability

[(10) – (12)]____________________(13)

Exhibit C to Advance Request Form

Re-Advance Items

DEALER NAME ______________________________________ DEALER NUMBER____________

UNIT LOCATION __________________________________________________________________

MANUFACTURER _________________________________________________________________

BOAT SERIAL NUMBER ____________________________________________________________

BOAT MODEL& SERIAL_________________

ORIGINAL INVOICE NUMBER______________________________

ORIGINAL INVOICE DATE______________________________

ORIGINAL INVOICE AMOUNT______________________________

OUTSTANDING AMOUNT WITH

RESPECT TO RE-ADVANCE ITEM______________________________

RE-ADVANCE AMOUNT REQUESTED______________________________

Re-Advance Sublimit____________________ (1)

Re-Advance Amounts within prior 30 Days____________________(2)

Amount of Advance Requested____________________(3)

Re-Advance Amounts within prior 30 Days After

Requested Advance

[(2) + (3)]____________________(4)

Re-Advance Sublimit Availability After Requested

Advance

[(1) – (4)]____________________(5)

Exhibit B to PTL

Borrowing Base Certificate Form

| Wells Fargo Commercial Distribution Finance LLC |
| Pre-Owned Inventory Borrowing Base Certificate |
| Agent for Dealers: | MarineMax, Inc. |  | Collateral Report Date: |
| Maximum Credit Amount: | $ 440,000,000.00 |  | Certificate Date: |
|  |  |  | Certificate Number: | 2
Pre-owned Inventory with valuations < $750,000.00 |  |  |
| Age of Collateral | Collateral Total |  | Advance Rate | Borrowing Base
| 0 - 180 days | $ - |  | 75% | $ -
| 181 - 360 days | $ - |  | 67% | $ -
| 361+ days | $ - |  | 0% | $ -
| Total | $ - |  |  | $ -
|  |  |  | Gross Borrowing Base | $ -
|  |  |  | Pre-owned Inventory Reserve (%) | 0%
|  |  |  | Pre-owned Inventory Reserve ($) | $ -
|  |  |  | Net Eligible Collateral | $ -
|  |  |  | Other Pre-owned Sublimit | $ 35,000,000.00
|  | Pre-owned Inventory Line of Credit for valuations < $750,000.00 | $ - |

|  |  |  | Pre-owned Obligations Outstanding | $ -
|  | Borrowing Base Availability (Payment Required) | $ - |

This Monthly Inventory Certificate and supporting documentation (collectively, this "Certificate") is delivered in accordance with that certain Fourth Amended and Restated Inventory Financing Agreement (the "Agreement"; capitalized terms used herein and not otherwise defined shall have the same definition as set forth in the Agreement), dated October 26, 2018, between Wells Fargo Commercial Distribution Finance LLC (f/k/a GE Commercial Distribution Finance LLC, as Agent and Lender ("Agent"), the other Lenders party thereto from time to time (along with Agent, the “Lenders”), MarineMax, Inc. (“MarineMax”) and the other Dealers party thereto (collectively, the "Dealers"), as from time to time amended. By executing this Certificate, MarineMax, individually and on behalf of the other Dealers, (a) represents and warrants to Agent and the Lenders that the information contained in this Certificate is true and correct in all material respects and that no Default has occurred, including, but not limited to, violation of any of the financial covenants contained in the Agreement, and (b) hereby ratifies, confirms and affirms all of the terms, conditions and provisions of the Agreement.

Agent: | MarineMax, Inc. |  |  |  |
Signature: |  |  |  |  |
Date: |  |  |  |  |

| Exhibit C to PTL Monthly Inventory Certificate Form [****] |