Attached files
file | filename |
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EX-10.21Q - EX-10.21Q - MARINEMAX INC | hzo-ex1021q_737.htm |
EX-31.2 - EX-31.2 - MARINEMAX INC | hzo-ex312_7.htm |
EX-32.2 - EX-32.2 - MARINEMAX INC | hzo-ex322_8.htm |
EX-31.1 - EX-31.1 - MARINEMAX INC | hzo-ex311_6.htm |
EX-32.1 - EX-32.1 - MARINEMAX INC | hzo-ex321_9.htm |
10-Q - 10-Q - MARINEMAX INC | hzo-10q_20151231.htm |
Exhibit 10.21 (r)
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 AMENDED AND RESTATED
PROGRAM TERMS LETTER
October 30, 2015
MarineMax, Inc.
MarineMax East, Inc.
MarineMax Services, Inc.
MarineMax Northeast LLC
Boating Gear Center, LLC
US Liquidators, LLC
Newcoast Financial Services, LLC
My Web Services, LLC
MarineMax Charter Services, LLC
2600 McCormick Drive
Clearwater, FL 33759
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 LLC f/k/a GE Commercial Distribution Finance Corporation (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 this Agreement or may from time to time become party hereto (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender. This program will apply to all outstanding invoices financed by any one or more Lenders pursuant to that certain Second Amended and Restated Program Terms Letter dated August 29, 2014, among CDF and you (as amended from time to time, the “Existing PTL”) and to all invoices financed on or after the date hereof. This Program Terms Letter amends and restates the Existing PTL in its entirety.
This Program Terms Letter supplements that certain Second Amended and Restated Inventory Financing Agreement, dated as of October 30, 2015, among Agent, Lenders 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 |
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Effective Program Dates: |
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Applies to all outstanding invoices financed by any one or more Lenders pursuant to the Original PTL and all invoices financed by any one or more Lenders on or after the date hereof. |
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Subsidy Period: |
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As determined by manufacturer program (if applicable). |
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Eligible Products: |
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New and pre-owned marine products, subject to a perfected first priority Lien in favor of Agent for the benefit of Lenders and free and clear of all other Liens not permitted by the Inventory Financing Agreement. Consigned products shall be excluded unless you comply with Agent’s documentation requirements with respect thereto and Agent otherwise agrees in writing. |
Third Amended and Restated Program Terms Letter |
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KCP-4616007-11 |
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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.
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Dealer Rate: |
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The effective dealer interest rate for any month (after the manufacturer subsidy period expires, if applicable) shall be the One month LIBOR rate plus 3.45%. 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. |
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Performance Rebate: |
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So long as Dealer remains in compliance with all the terms and conditions of the Inventory Financing Agreement, this Program Terms Letter and all other agreements or instruments by and between Dealer, Agent and any one or more Lenders, beginning the date hereof through the calendar quarter ending December 31, 2015, and for each calendar quarter thereafter, Agent, on behalf of Lenders, will pay you a rebate to be paid quarterly in an amount equal to .55% of (i) the average daily balance of outstanding Obligations owed to Lenders for the prior quarter less (ii) the average daily balance of the [****] for the prior quarter (the “Performance Rebate”). Such rebate will be subject to the following: 1. Such rebates will be paid within 30 days following the end of the applicable quarter. 2. The average daily balance of outstanding Obligations will be calculated as the sum of the daily balance of outstanding Obligations for each day in the applicable quarter divided by the number of days in the applicable quarter. 3. The average daily balance of the [****] will be calculated as the sum of the daily balance of the [****] for each day in the applicable quarter divided by the number of days in the applicable quarter. |
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Unused Line Fee: |
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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 average daily balance of outstanding Obligations owed to Agent and Lenders, plus the average daily balance of the [****]. Billed monthly. |
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Maturity Period: |
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Invoices financed for new inventory by any one or more Lenders are considered due in full at 1080 days from original invoice date, except that invoices financed by any one or more Lenders related to all Azimut-Benetti S.p.A., Galeon, LLP., Alexander Marine Company, Ltd., and Sino Eagle Yacht Co., Ltd. are considered due in full at 1080 days from the original funding date. Invoices financed for pre-owned (trade in or used) inventory by any one or more Lenders are considered due in full at 361 days from the date Dealer acquires such unit (“Acquisition Date”). |
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Advance Request: |
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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 Agent and Dealers may agree. |
Third Amended and Restated Program Terms Letter |
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KCP-4616007-11 |
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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.
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In addition, each advance with respect to any advance request for Aquila brand inventory, Ocean Alexander brand inventory , or Galeon 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 or Galeon 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 (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 |
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Third Amended and Restated Program Terms Letter |
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KCP-4616007-11 |
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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 Amended and Restated Program Terms Letter |
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KCP-4616007-11 |
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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 Amended and Restated Program Terms Letter |
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KCP-4616007-11 |
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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 Amended and Restated Program Terms Letter |
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KCP-4616007-11 |
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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.
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Inventory Re-Advance Capability: |
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New inventory may be paid down to a minimum floorplan balance of $1,000.00 per unit; permitted to re-advance up to maximum allowable advance rate (original invoice amount less curtailments due) 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 Agent’s option, 50% of Maximum Credit Amount within any 30 day period (such limit, the “Re-Advance Sublimit”) 3. Limited to Brunswick and Azimut product 4. Delivery of an Advance Request Form and certification of applicable inventory values |
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Landlord Lien Waivers: |
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If any Eligible Inventory Collateral is held at a location leased by you and you have not delivered to Agent a landlord lien waiver or subordination in form acceptable to Agent, as an alternative, you will be required to fund a reserve equal to 3 months of base rent, which will be placed in the [****] pursuant to the terms of the [****], as a “required” minimum amount. |
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B. General Terms |
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Audit/Inspection Fees:
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Pre-closing and annual audit costs will be paid by Dealers. Actual floorcheck expenses for inventory inspections will be paid by Agent, provided that if results of the inspections are not satisfactory to Agent, in its reasonable discretion, then additional inspection expenses will be paid by Dealers. |
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MSO’s/Titles: |
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All Pre-owned titles and documentation must show all prior liens released. |
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Insurance Certificates: |
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On or before the date hereof, Dealer shall deliver to Agent certificates of insurance satisfying the requirements set forth in Section 6 of the Inventory Financing Agreement. |
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Audit/Inspection Frequency: |
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8 x per year All locations with an average outstanding Total Eligible Inventory (calculated semi-annually based on inventory reports provided to Agent by Dealers) > $1,000,000 will be inspected quarterly at a minimum All locations with an average outstanding Total Eligible Inventory (calculated semi-annually based on inventory reports provided to Agent by Dealers) < $1,000,000 will be inspected semi-annually at a minimum During each inspection, Agent will inspect multiple locations wherein at least 48% of Total Eligible Inventory is located. During each calendar quarter, Agent will inspect multiple locations wherein at least 98% of Total Eligible Inventory is located. MSO and Preowned Title audits to be conducted every 120 days and additional audits/inspections at any other time at Agent’s discretion. |
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COMS Non-Usage Fee: |
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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 Agent. |
Third Amended and Restated Program Terms Letter |
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KCP-4616007-11 |
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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.
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Late Payment Fee: |
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Under the terms of your financing agreement with Agent and Lenders, you are to remit payment to Agent on behalf of Lenders immediately upon the earlier of (i) your receipt of the proceeds of any sale or other disposition of any unit of collateral financed by any one or more Lenders, 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 Agent on behalf of Lenders (Sold out of Trust “SOT”), whether as the result of an inventory collateral inspection or otherwise, Agent may, in its sole discretion, charge you the following late payment fee on a monthly basis for each SOT item: |
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Day 1- 7 after the retail sale of the unit |
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On the 8th day after the retail sale of the unit |
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$0.00 |
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.25% of the outstanding invoice amount per unit per month |
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NSF Fee: |
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You will be charged a fee of $25 for each check or other item that is returned unpaid. |
Please note that the fees and charges referred to above such as the Late Payment Fee and NSF Fee are not intended to be Agent’s or any Lender’s sole remedies for those events, and if you fail to meet any of your obligations under your agreements with or Agent and/or any one or more Lenders, Agent and each Lender specifically reserves all other rights and remedies legally available to it.
Third Amended and Restated Program Terms Letter |
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KCP-4616007-11 |
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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.
Execution Copy
Customer Online Management System (COMS):
Agent encourages use of COMS, our Internet payment/floorplan system. Agent 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:
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The terms set forth in this Program Terms Letter shall apply only to loans by Lenders under the Inventory Financing Agreement (defined above), 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 Lender Affiliate. |
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 Agent with prior written notice of such disclosure, work with Agent in good faith to redact any information herein requested by Agent, and provide Agent 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 Kevin Blitz.
tHANK YOU FOR THE OPPORTUNITY TO FINANCE YOUR INVENTORY NEEDS.
GE COMMERCIAL DISTRIBUTION FINANCE LLC,
as Agent for Lenders
By: |
/s/ Kevin S. Blitz |
Name: Kevin S. Blitz Title: Duly Authorized Signatory |
Third Amended and Restated 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.
Execution Copy
ACCEPTED AS OF OCTOBER 30, 2015:
MARINEMAX, INC., a Florida corporation |
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By: |
/s/ Michael H. McLamb |
Print Name: |
Michael H. McLamb |
Title: |
Executive Vice President, Chief Financial Officer, Secretary |
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MARINEMAX EAST, INC., a Delaware corporation |
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By: |
/s/ Michael H. McLamb |
Print Name: |
Michael H. McLamb |
Title: |
President, Secretary, Treasurer |
MARINEMAX SERVICES, INC., a Delaware corporation |
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By: |
/s/ Michael H. McLamb |
Print Name: |
Michael H. McLamb |
Title: |
Vice President, Secretary, Treasurer |
a Delaware limited liability company |
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By: |
/s/ Michael H. McLamb |
Print Name: |
Michael H. McLamb |
Title: |
President, Secretary, Treasurer |
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BOATING GEAR CENTER, LLC, a Delaware limited liability company |
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By: MARINEMAX EAST, INC., the sole member of Boating Gear Center, LLC |
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By: |
/s/ Michael H. McLamb |
Print Name: |
Michael H. McLamb |
Title: |
President, Secretary, Treasurer |
Third Amended and Restated 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.
Execution Copy
a Delaware limited liability company |
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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, INC., the sole member of My Web Services, LLC |
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By: |
/s/ Michael H. McLamb |
Print Name: |
Michael H. McLamb |
Title: |
Executive Vice President, Chief Financial Officer, Secretary |
MARINEMAX CHARTER SERVICES, LLC,
a Delaware limited liability company
By: MARINEMAX EAST, INC., the sole member of MarineMax Charter Services, LLC |
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By: |
/s/ Michael H. McLamb |
Print Name: |
Michael H. McLamb |
Title: |
President, Secretary, Treasurer |
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NEWCOAST FINANCIAL SERVICES, LLC, |
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a Delaware limited liability company |
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By: |
/s/ Michael H. McLamb |
Print Name: |
Michael H. McLamb |
Title: |
President, Secretary, Treasurer |
Third Amended and Restated 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.
Advance Request Form
GE Commercial Distribution Finance LLC
5595 Trillium Blvd.
Hoffman Estates IL 60192
Re: |
Second Amended and Restated Inventory Financing Agreement, dated October 30, 2015, among MarineMax, Inc. (“Dealer Agent”), the other Dealers party thereto (collectively, together with Dealer Agent, “Dealers”) GE Commercial Distribution Finance LLC f/k/a GE Commercial Distribution Finance Corporation (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):
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pre-owned inventory units with applicable valuations of five hundred thousand dollars ($500,000.00) or more (“Specific Pre-Owned Items”), subject to the Pre-Owned Inventory Sublimit and Availability (as defined in the Program Terms Letter). |
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pre-owned inventory units with applicable valuations of less than five hundred thousand dollars ($500,000.00) (“Other Pre-Owned Items”), subject to the Pre-Owned Inventory Sublimit and Availability. |
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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. |
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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 Availability, (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”;
Program Terms Letter – Exhibit A |
A - 1 |
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KCP-4616007-11 |
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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.
(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) Dealers will pay Agent for the benefit of Lenders for each item of Collateral financed pursuant to this Request under the terms and conditions of the Agreement.
Executed this ____ day of _______________, _____.
MarineMax, Inc., |
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a Florida corporation |
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By: |
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Its: |
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Typed Name: |
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Program Terms Letter – Exhibit A |
A - 2 |
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KCP-4616007-11 |
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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.
Exhibit A to Advance Request Form
Specific Pre-Owned Items
RE: |
USED |
TRADE-IN |
(CIRCLE ONE) |
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AGENT FOR DEALERS |
MARINE MAX |
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DEALER NUMBER |
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UNIT LOCATION |
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YEAR |
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MAKE/MODEL |
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BOAT SERIAL NUMBER |
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ENGINE MODEL, HORSEPOWER & SERIAL |
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NADA (ABOS or BUC) LOW WHOLESALE VALUE FOR BOAT & ENGINE |
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VALUE X |
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DOLLAR AMOUNT OF USED/TRADE REQUEST TO BE ADVANCED |
$ |
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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) |
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Outstanding Amount with Respect to Specific Pre-Owned Items |
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(2) |
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Amount of Advance Requested [not > $2,500,000.00] |
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(3) |
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Outstanding Amount with Respect to Specific Pre-Owned After Requested Advance [(2) + (3)] |
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(4) |
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Specific Pre-Owned Sublimit Availability After Requested Advance [(1) – (4)] |
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(5) |
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Pre-Owned Inventory Sublimit |
$45,000,000 |
(6) |
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Outstanding Amount with Respect to Other Pre-Owned Items |
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(7) |
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Outstanding Amount with Respect to Specific Pre-Owned Items and Other Pre-Owned Items After Requested Advance [(5) + (7)] |
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(8) |
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Pre-Owned Inventory Sublimit Availability After Requested Advance [(6) – (8)] |
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(9) |
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Program Terms Letter – Exhibit A |
A - 3 |
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KCP-4616007-11 |
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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.
Exhibit B to Advance Request Form
Other Pre-Owned Items
Borrowing Base Certificate Date |
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Borrowing Base Amount |
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(1) |
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Other Pre-Owned Sublimit |
$35,000,000 |
(2) |
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Other Pre-Owned Line of Credit [Lesser of (1) or (2)] |
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(3) |
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Outstanding Amount with Respect to Other Pre-Owned |
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(4) |
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Borrowing Base Availability (Payment Required) [(3) - (4)] |
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(5) |
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Amount of Advance Requested |
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(6) |
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Outstanding Amount with Respect to Other Pre-Owned After Requested Advance [(4) + (6)] |
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(7) |
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Percentage of Borrowing Base Amount [(7) / (1)] (must be ≤ 80% if certificate date not request date |
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%(8) |
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Borrowing Base Availability After Requested Advance [(1) – (7)] |
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(9) |
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Pre-Owned Inventory Sublimit |
$45,000,000 |
(10) |
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Outstanding Amount with Respect to Specific Pre-Owned Items |
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(11) |
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Outstanding Amount with Respect to Specific Pre-Owned Items and Other Pre-Owned Items After Requested Advance [(7) + (11)] |
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(12) |
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Pre-Owned Inventory Sublimit Availability [(10) – (12)] |
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(13) |
Program Terms Letter – Exhibit A |
A - 4 |
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KCP-4616007-11 |
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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.
Re-Advance Items
DEALER NAME |
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DEALER NUMBER |
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UNIT LOCATION |
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MANUFACTURER |
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BOAT SERIAL NUMBER |
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BOAT MODEL& SERIAL |
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ORIGINAL INVOICE NUMBER |
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ORIGINAL INVOICE DATE |
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ORIGINAL INVOICE AMOUNT |
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OUTSTANDING AMOUNT WITH RESPECT TO RE-ADVANCE ITEM |
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RE-ADVANCE AMOUNT REQUESTED |
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Re-Advance Sublimit |
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(1) |
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Re-Advance Amounts within prior 30 Days |
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(2) |
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Amount of Advance Requested |
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(3) |
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Re-Advance Amounts within prior 30 Days After Requested Advance [(2) + (3)] |
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(4) |
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Re-Advance Sublimit Availability After Requested Advance [(1) – (4)] |
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(5) |
Program Terms Letter – Exhibit A |
A - 5 |
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KCP-4616007-11 |
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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.
Borrowing Base Certificate Form
Program Terms Letter – Exhibit B |
B - 1 |
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KCP-4616007-11 |
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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.
Monthly Inventory Certificate Form
Program Terms Letter – Exhibit C |
C - 1 |
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KCP-4616007-11 |
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