Exhibit 10.2

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.

		GE
		Capital Solutions
		Commercial Distribution Finance
		5595 Trillium Blvd.
		Hoffman Estates, IL 60192
		USA

PROGRAM TERMS LETTER

June 24, 2010

MarineMax, Inc.
MarineMax East, Inc.
MarineMax Services, Inc.
MarineMax Northeast LLC
Boating Gear Center, LLC
US Liquidators, LLC
Newcoast Financial Services, LLC
18167 US Highway 19 North
Suite 300
Clearwater, FL 33764
Attn: Mike McLamb

RE: Wholesale Marine Products Finance Program

Dear Mike:

This Program Terms Letter outlines the terms of your marine financing program with GE Commercial Distribution Finance Corporation (“CDF”). This program will apply to all invoices financed by CDF on or after June 24, 2010.

This Program Terms Letter supplements that certain Inventory Financing Agreement, dated as of June 24, 2010, among CDF and you (the “Inventory Financing Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Inventory Financing Agreement.

The following sets forth the terms of your financing program:

A. Rates and Terms

Effective Program Dates:		Applies to all invoices financed by CDF on or after June 24, 2010.
Subsidy Period:		As determined by manufacturer program (if applicable).
Eligible Products:		New and pre-owned marine products, subject to a perfected first priority Lien in favor of CDF and free and clear of all other Liens not permitted by the Inventory Financing Agreement. Consigned products shall be excluded unless you comply with CDF’s documentation requirements with respect thereto and CDF otherwise agrees in writing.

Program Terms Letter

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.

Dealer Rate:		The effective dealer interest rate for any month (after the manufacturer subsidy period expires, if applicable) shall be the One month LIBOR rate (as defined in the Inventory Financing Agreement) plus 3.78%.
		Dealer Rate shall be the same for both new and pre-owned inventory.
		The Dealer Rate will be recalculated monthly based on changes in the One month LIBOR rate as outlined above.
Unused Line Fee:		Dealer will be charged a monthly Unused Line Fee in an amount equal to 0.10% multiplied by the Unused Line, calculated based on the actual number of days in the calendar month in a year of 360 days. Unused Line is the Maximum Credit Amount, minus the balance of outstanding Obligations owed to CDF Affiliates as of the end of the applicable month, minus the average daily balance of outstanding Obligations owed to CDF, plus the average daily balance of the [****] (as defined below). Billed monthly.
Maturity Period:		Invoices financed for new inventory by CDF are considered due in full at 1081 days from original invoice date. Invoices financed for pre-owned (trade in or used) inventory by CDF are considered due in full at 361 days from the date Dealer acquires such unit (“Acquisition Date”).
Advance Request:		Each advance with respect to pre-owned inventory or re-advance shall be made pursuant to a completed written advance request in the form attached hereto as Exhibit A (together with all attachments required thereby, an “Advance Request Form”) or such other form as CDF and Dealers may agree.
Floorplan Advance Rate:		For new inventory (other than inventory financed by CDF in connection with the Initial Advances), 100% of invoice amount, including freight (if included on original invoice). For new inventory financed by CDF in connection with the Payoff Advance, such percentage, as CDF and Dealers may agree in writing for each such unit of inventory, of the result of (a) invoice amount, less (b) any curtailment amounts that would have been required to be made with respect to such units if CDF had financed 100% of the original invoice amount with respect to such units on or about the applicable invoice date. For new inventory financed by CDF in connection with the [****], 100% of the result of (1) invoice amount, less (2) any curtailment amounts that would have been required to be made with respect to such units if CDF had financed 100% of the original invoice amount with respect to such units on or about the applicable invoice date. In each case, subject to the Maximum Credit Amount (as defined in the Inventory Financing Agreement).
		Pre-owned (trade in or used inventory) advances will be as follows, subject to the Maximum Credit Amount, the Pre-owned Inventory Sublimit, the Specific Pre-Owned Sublimit, and the Other Pre-Owned Sublimit (each as defined in the Inventory Financing Agreement):
		75% NADA (based on low NADA Value) Day 1 (“Day 1” as used herein shall mean Acquisition Date) through Day 180 (after Acquisition Date); 67% Day 181 (after Acquisition Date) through Day 360 (after Acquisition Date); 0% Day 361+ (after Acquisition Date).
		All models of pre-owned inventory are eligible provided fair market values can be

Program Terms Letter

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.

		determined via NADA, Yachtworld.com, or survey. Internal condition and valuation methodology required on all units > $500,000.00 (“Specific Pre-Owned Items”). If valuation of any Specific Pre-Owned Item exceeds [****], CDF advances in excess of [****] for such Specific Pre-Owned Item shall be in CDF’s discretion.
		Trade in units < $500,000.00 value will be financed on a “borrowing base” calculated as the aggregate of the pre-owned advance rates multiplied by the applicable low NADA Values of such pre-owned inventory.
		Borrowing base certificate in the form attached hereto as Exhibit B required to be submitted on the date hereof and monthly by the 5th day of the month based on preceding month end balances of pre-owned inventory. Month-end borrowing base certificate can be used to borrow up to 80% of eligible borrowing base for that calendar month, subject to the Maximum Credit Amount, the Pre-Owned Inventory Sublimit and the Other Pre-Owned Sublimit. Any request for advances > 80% of prior month-end borrowing base requires submission of an updated borrowing base and such advances shall be limited to 100% of updated borrowing base, subject to the Maximum Credit Amount, the Pre-Owned Inventory Sublimit and the Other Pre-Owned Sublimit.
		If eligible collateral on borrowing base is less than amount borrowed against collateral, then immediate payment shall be required of amount sufficient to reduce amount borrowed to amount of borrowing base.
		If any unit (new or pre-owned) remains at a location other than a Permitted Location for more than 30 days, then immediate payment shall be required of the full principal amount of the Obligations owed with respect to such unit. If the aggregate value of units at locations other than Permitted Locations (excluding boat shows) exceeds $5,000,000.00 at any time, then immediate payment shall be required of the Obligations with respect to such units in an aggregate amount equal to such excess. In addition, if a material adverse change results in the reduction of the value of the Collateral in an aggregate amount exceeding $250,000, then immediate payment shall be required of the Obligations with respect to such Collateral in an amount equal to such excess; provided that, if such reduction of value is the subject of an insurance claim payable to CDF as loss payee, then immediate payment of such excess amount shall only be required to the extent it exceeds the claim amount (net of any deductible) and payment of the remainder of such excess shall not be required until the earlier of (i) receipt of such insurance proceeds, if any, or the rejection or denial of such claim or any portion thereof and (ii) 30 days (or such later date as CDF may agree in writing) after such loss or damage.
Concentration Limits:		If the number of units of inventory (new and pre-owned) financed by CDF which have an Outstanding Amount > $150,000.00 exceeds [****] of total number of units of inventory financed by CDF, then immediate payment shall be required and applied to the oldest units of such inventory financed by CDF to the extent required to reduce the number of such units to [****] or less. “Outstanding Amount” means the outstanding amount financed by CDF 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 CDF shall include, without limitation, each unit of pre-owned inventory with a valuation < $500,000.00 identified on the current borrowing base certificate.

Program Terms Letter

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.

		If the number of units of inventory (new and pre-owned) financed by CDF which have an Outstanding Amount > $750,000.00 exceed [****] of total number of units of inventory financed by CDF, then immediate payment shall be required and applied to the oldest units of such inventory financed by CDF to the extent required to reduce the number of such units to [****] or less.
Inventory Reporting:		A monthly inventory certificate in the form attached hereto as Exhibit C or in such other form as Dealers and CDF may agree, together with supporting documentation requested by CDF, shall be required to be provided by the 5th day of each month based on preceding month end balances. All inventory to be included (new, pre-owned). To be provided on ad-hoc basis upon CDF request.
Floorplan Curtailments:		Curtailment payments on invoices financed by CDF will be due pursuant to the following schedule:
		For new inventory, a curtailment payment of ten percent (10%) of the initial amount financed is due and payable on each item of new inventory at each of the following points in time: 181, 361, 541, 721 and 900 days from the date of the respective original invoice and the full remaining balance of the advance is due and payable on each item of inventory when it is aged 1080 days from the date of the original invoice.
		For pre-owned (trade in or used) inventory < $500,000.00 low NADA value, a curtailment payment of 8% of the initial NADA value is due and payable at day 181 after the Acquisition Date; for pre-owned (trade in or used) inventory > $500,000.00 low NADA value, a curtailment payment of 10% of the amount financed is due and payable at day 181 after the Acquisition Date; and the advances with respect to all such items of inventory will be due in full at day 361 after the Acquisition Date.
		The failure to remit curtailment payments when due shall be considered a Default under the terms of the Inventory Financing Agreement and any such late curtailment payments shall be subject to interest at the Default Rate (as defined in the Inventory Financing Agreement) until paid in full.
[****]:		[****] can be funded for [****] subject to cap on amount of [****] of [****]; [****]. 1. Maximum of [****] removal of funds per week 2. Maximum of [****] contributions of funds per week (unless otherwise needed for minimum requirements) 3. Not intended for direct application for unit payoffs
Inventory Re-Advance Capability:		New inventory may be paid down to a minimum floorplan balance of $1000.00 per unit; permitted to re-advance up to maximum allowable advance rate (original invoice amount less curtailments due or, if re-advance with respect to inventory financed by CDF as part of the Initial Advances, less curtailments that would have been due if CDF had financed the original invoice amount on or about the applicable invoice date) subject to:
		1. Request must aggregate at least $100,000.00 (refinance amount) 2. Maximum ‘re-book’ advance is limited to 25% of Maximum Credit Amount within any 30 day period or, if [****] is terminated at CDF’s option, 50% of Maximum Credit Amount within any 30 day period (such limit, the “Re-Advance Sublimit”)

Program Terms Letter

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.

		3. Limited to [****] product 4. Delivery of an Advance Request Form and certification of applicable inventory values
Landlord Lien Waivers:		If any Collateral is held at a location leased by you and you have not delivered to CDF a landlord lien waiver or subordination in form acceptable to CDF, as an alternative, you will be required to fund a reserve equal to 3 months of base rent, which will be placed in the [****] as a “required” minimum amount. With respect to any existing locations leased by you as of the date of this Program Terms Letter, such reserve shall not be imposed until the 90th day after the date hereof.
B. General Terms
Audit/Inspection Fees:		Actual floorcheck expenses for inventory inspections. Annual Audit actual costs. Pre-closing audit/floorcheck costs at actual costs.
MSO’s/Titles:		All Pre-owned titles and documentation must show all prior liens released.
Inspection Frequency:		Availability < 25%: 50% of Total Inventory Cost to be verified monthly; all locations verified at least 1 time every 90 days
		Availability >25%: 33% of Total Inventory Cost to be verified monthly; all locations verified at least 1 time every 120 days
		and at any other time at CDF’s discretion Availability % calculated 1- [(CDF Loan Balance — Required Amount under [****]) / (Total Eligible Inventory * Advance Rates)]
COMS Non-Usage Fee:		Dealers will be charged $1,000 in the aggregate per month for any month during which Dealers do not use the CDF COMS on-line payment system for Dealers’ primary method of payment to CDF.
Floorplan Admin. Fee:		Waived.
Late Payment Fee:		Under the terms of your financing agreement with CDF, you are to remit payment to CDF immediately upon the earlier of (i) your receipt of the proceeds of any sale or other disposition of any unit of CDF’s financed collateral, and (ii) 7 calendar days after such sale or other disposition. If it is discovered that a unit of collateral is sold or otherwise disposed of without payment remitted to CDF (Sold out of Trust “SOT”), whether as the result of an inventory collateral inspection or otherwise, CDF will charge you the following late payment fee on a monthly basis for each SOT item:

		Day 1- 7 after the retail sale of the unit				On the 8th day after the retail sale of the unit
		$0.00				.25% of the outstanding invoice amount per unit per month

NSF Fee:		You will be charged a fee of $25 for each check or other item that is returned unpaid.

Program Terms Letter

Please note that the fees and charges referred to above such as the Default Rate, Late Payment Fee and NSF Fee are not intended to be CDF’s sole remedies for those events, and if you fail to meet any of your obligations under your agreements with CDF, CDF specifically reserves all other rights and remedies legally available to it.

Customer Online Management System (COMS):

CDF encourages use of COMS, our Internet payment/floorplan system. CDF will assist you in the installation of the system and provide you with training, free of charge. Internet payments are processed via an ACH transaction and at no cost to you. You can view the system’s capabilities at www.gecdf.com/coms.

Application of Terms:

•

The terms set forth in this Program Terms Letter shall apply only to loans with CDF, and will not apply to any other GE Commercial Distribution Finance platform or joint venture (i.e. RV, Yamaha, Suzuki, Polaris Acceptance, Brunswick Acceptance Company, LLC, etc.) or any loans with any CDF Affiliate (as defined in the Inventory Financing Agreement).

Confidentiality Agreement:

The rates and terms set forth in this letter are for your benefit and shall be held in the strictest confidence by you; provided that you may disclose the terms hereof to the extent required by applicable laws or regulations if you provide CDF with prior written notice of such disclosure, work with CDF in good faith to redact any information herein requested by CDF, and provide CDF with an opportunity to seek a protective order with respect to such information. Subject to the foregoing, you will take all reasonable precautions to assure the confidentiality of this information is not released to any third party.

PLEASE ACKNOWLEDGE YOUR ACCEPTANCE OF YOUR FINANCING TERMS AND RETURN TO BRUCE VAN WAGONER AT (847) 747-2002.

THANK YOU FOR THE OPPORTUNITY TO FINANCE YOUR INVENTORY NEEDS.

GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION

Program Terms Letter

Program Terms Letter

Exhibit A
Advance Request Form

Program Terms Letter — Exhibit A

Exhibit B
Borrowing Base Certificate Form

Program Terms Letter — Exhibit B

Exhibit C
Monthly Inventory Certificate Form

Program Terms Letter — Exhibit C