A. Rates and Terms

Effective Program Dates:

Applies to all outstanding invoices and advances financed by any one or more Lenders pursuant to the Existing PTL and all invoices financed by any one or more Lenders on or after the date hereof.    

Subsidy Period:

As determined by manufacturer program (if applicable).

Eligible Inventory Collateral:

All marine product inventory of the Dealers (other than spare parts), subject to the eligibility requirements set forth below.

Ineligible Inventory Collateral:

The following inventory shall not be eligible for inclusion in the Borrowing Base:

Inventory which is subject to or encumbered by any Lien or security interest other than a Lien permitted pursuant to Section 6(a) of the Loan and Security Agreement

Inventory which is stored on a bailment, consignment, warehouse or similar third party arrangement, unless you comply with Agent’s documentation requirements with respect thereto and Agent otherwise agrees in writing

Offshore inventory

Inventory that has not cleared United Stated Customs

Inventory not located in a Permitted Location, subject to Section 6(b)(xiii) of the Loan and Security Agreement

Inventory held at a location leased by you if you have not delivered to Agent a landlord lien waiver or subordination in form acceptable to Agent. As an alternative, such inventory can be treated as eligible if you fund a reserve equal to 3 months of base rent, which will be placed in [****] pursuant to the terms of the [****], as a “required” minimum amount

Pre-owned inventory if low wholesale values cannot be determined via NADA, Yachtworld.com, survey, or other source acceptable to Agent, unless Agent and Dealers agree on a value.

Dealer Rate:

The effective dealer interest rate for any month (after the manufacturer subsidy period expires, if applicable) shall be LIBOR plus 3.45%.  

The Dealer Rate will be recalculated monthly based on changes in LIBOR.

Performance Rebate:

So long as Dealer remains in compliance with all the terms and conditions of the Loan and Security 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 June 30, 2020, 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 [****] 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.

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 Aggregate Credit Amount, minus the average daily balance of outstanding Obligations owed to Agent and Lenders, plus the average daily balance of the [****].  Billed monthly.

Maturity Period:

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 [****] 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”).

Advance Request:

Each 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.

Inventory Advance Rate:

New inventory that is [****] or less in length will be subject to the following advance rates applied to the original invoice amount beginning from the original invoice date (or, with respect to [****] from the original funding date):

0-180 days – 100%

181-360 days – 90%

361-540 days – 80%

541-720 days – 70%

721-900 days – 60%

901-1079 days – 50%

1080+ days – 0%

New inventory that is greater than [****] in length will be subject to the following advance rates applied to the original invoice amount beginning from the original invoice date (or, with respect to [****] Inventory, from the original funding date):

0-180 days – 80%

181-360 days – 70%

361-540 days – 60%

541-720 days – 50%

721-900 days – 40%

901-1079 days – 30%

1080+ days – 0%

Pre-owned (trade in or used) inventory will be subject to the following advance rates from the Acquisition Date on the acquisition cost:

0-180 days: 85%

181-360 days: 75%

361+ days: 0%

The Advance Rate with respect to pre-owned inventory may be subject to a Pre-Owned Inventory Reserve implemented from time to time in Agent’s discretion.  “Pre-Owned Inventory Reserve” is defined and calculated as the low wholesale value determined via NADA, Yachtworld.com, survey or other source acceptable to Agent minus the MarineMax Pre-owned Inventory Cost, divided by the low wholesale value determined via NADA, Yachtworld.com, survey or other source acceptable to Agent, as a percentage.  “MarineMax Pre-owned Inventory Cost” is defined as Dealer’s internal valuation for pre-owned inventory (as set forth on the monthly inventory certificate and Borrowing Base Certificate).

Total Eligible Inventory Sublimits:

Aggregate of all units with a valuation > $750,000

Aggregate of all units > [****]

Inventory purchase from a Foreign OEM [****]

Pre-owned units

$250,000,000

$125,000,000

$75,000,000

$75,000,000

[****]

Maximum of one removal of funds per day (Dealer may not remove funds required to maintain the Required Amount)

Maximum of one contributions of funds per day (unless otherwise needed for minimum requirements)

B. General Terms

Audit/Inspection Fees:

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.

MSO’s/Titles:

All pre-owned titles and documentation must show all prior liens released.

Insurance Certificates:

On or before the date hereof, Dealer shall deliver to Agent certificates of insurance satisfying the requirements set forth in Section 6 of the Loan and Security Agreement.

Audit/Inspection Frequency:

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. The audit/inspection schedule set forth in this section is approximate and Agent may audit on a different schedule at Agent’s discretion, without any requirement to modify this Program Terms Letter.

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 Agent.

Late Payment Fee:

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:

Day 1- 7 after the retail sale of the unit

On the 8^th 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.

•

The terms set forth in this Program Terms Letter shall apply only to loans by Lenders under the Loan and Security Agreement (defined above), and will not apply to any other Wells Fargo Commercial Distribution Finance, LLC platform or joint venture (i.e. RV, Suzuki, Polaris Acceptance, Brunswick Acceptance Company, LLC, etc.) or any loans with any Lender Affiliate.

By

/s/ Thomas M Admski

Name

Name:Thomas M Admski

Title:

Duly Authorized Signatory

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

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

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

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

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

       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:

[****]

Org. ID (if any):   [****]

Chief Executive Office and Principal Place of Business:

2600 McCormick Drive

Clearwater, FL 33759

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:

[****]

Org. ID (if any):   4933499

Chief Executive Office and Principal Place of Business:

2600 McCormick Drive

Clearwater, FL 33759

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 and Treasurer

FRASER YACHTS FLORIDA, INC.,

a Florida corporation

By:

/s/ Jeanne Bruss

Print Name:

Jeanne Bruss

Title:

Secretary

FRASER YACHTS CALIFORNIA,

a California corporation

By:

/s/ Jeanne Bruss

Print Name:

Jeanne Bruss

Title:

Secretary

By: MARINEMAX, INC.,

the sole member of BY Holdings, LLC

By:

/s/ Michael H. McLamb

Print Name:

Michael H. McLamb

Title:

Executive Vice President, Chief Financial Officer, Secretary

Tax ID:

[****]

Org. ID (if any):  

Chief Executive Office and Principal Place of Business:

2600 McCormick Drive

Clearwater, FL 33759

By: MARINEMAX, INC.,

the sole member of MarineMax KW, LLC

By:

/s/ Michael H. McLamb

Print Name:

Michael H. McLamb

Title:

Executive Vice President, Chief Financial Officer, Secretary

Tax ID:

[****]

Org. ID (if any):  

Chief Executive Office and Principal Place of Business:

2600 McCormick Drive

Clearwater, FL 33759

Re:

Loan and Security Agreement, dated May 20, 2020, 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”)

By:

Its:

Typed Name