THIRD AMENDMENT TO CREDIT AGREEMENT
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
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of March 27, 2024
(this “Third Amendment”), is made and entered into by and among MARINEMAX, INC., a Florida corporation (the “Borrower Representative”), each of the other Loan Parties party hereto, each of the Lenders party hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation (the “Administrative Agent”), as Administrative Agent, Swingline Lender and Issuing Bank and XXXXX FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (the “Floor Plan
Agent”), as Floor Plan Agent.
RECITALS:
WHEREAS, reference is made to the Credit Agreement dated as of August 8, 2022 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement,” and as amended by this Third Amendment, the “Credit Agreement”), by and among the Borrower Representative, the Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Floor Plan Agent; and
WHEREAS, subject to the terms and conditions of the Existing Credit Agreement the Borrowers have requested that the Existing Credit Agreement be amended in the manner provided for herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Defined Terms; Interpretation; Etc. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This Third Amendment is a “Credit Document”, as defined in the Credit Agreement.
SECTION 2. Amendments to Existing Credit Agreement. Subject to the terms and conditions set forth herein, the parties hereto agree that the Existing Credit Agreement is hereby amended in the following manner:
“Approved Affiliated Manufacturer” means (i) KCS, (ii) Intrepid Powerboats, Inc.,
(iii) Intrepid Southeast, Inc. and (iv) any other Person, provided that: (A) such Person is a Loan Party, (B) such Person is a Manufacturer, (C) the Equity Interests of such Person are at least majority owned, directly or indirectly, by the Borrower Representative and (D) such Person is approved in writing as an “Approved Affiliated Manufacturer” from time to time by Floor Plan Agent and the Administrative Agent.
“Eligible Affiliated New Manufactured Floor Plan Units (Invoiced)” means any new and unused finished goods manufactured by or branded under an Approved Affiliated Manufacturer that otherwise meet the definition of an Eligible Unit for which the Approved Affiliated Manufacturer has sold such goods to a Floor Plan
Borrower and provided an invoice to such Floor Plan Borrower.
“Eligible Affiliated New Manufactured Floor Plan Units (Uninvoiced)” means any new and unused finished goods manufactured by or branded under an Approved Affiliated Manufacturer that otherwise meet the definition of an Eligible Unit and for which the Approved Affiliated Manufacturer has not yet sold such goods.
“Finished Goods Inventory Cost” means, with respect to any Eligible Affiliated New Manufactured Floor Plan Units (Uninvoiced), the finished goods inventory cost as specified to the Floor Plan Agent from time to time by the applicable Approved Affiliated Manufacturer.
“Borrowing Base” means an amount equal to:
. . .
(g) Eligible Affiliated New Manufactured Floor Plan Units (Invoiced) or Eligible Affiliated New Manufactured Floor Plan Units (Uninvoiced) that are greater than 80 ft. in length; and
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“Floor Plan Loan Advance Limit” means:
with respect to Eligible New Floor Plan Units that are (i) 80 ft or less in length and (ii) not Eligible Affiliated New Manufactured Floor Plan Units (Invoiced) or Eligible Affiliated New Manufactured Floor Plan Units (Uninvoiced), will be subject to the following advance rates beginning from the original invoice date (or, with respect to Eligible New Floor Plan Units manufactured or branded by Azimut, Ocean, Galeon, and Aquila, 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%
with respect to Eligible Affiliated New Manufactured Floor Plan Units (Invoiced) or Eligible Affiliated New Manufactured Floor Plan Units (Uninvoiced) that are 80 ft or less in length, will be subject to the following advance rates beginning from the original invoice date:
0-180 days – 62%
181-360 days – 52%
361-540 days – 42%
541-720 days – 32%
721-900 days – 22%
901-1079 days – 12%
1080+ days – 0%
with respect to Eligible New Floor Plan Units that are (i) greater than 80 ft in length and (ii) not Eligible Affiliated New Manufactured Floor Plan Units (Invoiced) or Eligible Affiliated New Manufactured Floor Plan Units (Uninvoiced), will be subject to the following advance rates beginning from the original invoice date (or, with respect to
Eligible New Floor Plan Units manufactured or branded by Azimut, Ocean, Galeon, and Aquila, from the original funding date):
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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%
with respect to Eligible Used Floor Plan Units, will be subject to the following advance rates from the acquisition date:
0-180 days: 85%
181-360 days: 75%
361+ days: 0%
“New Unit Invoiced Amount” means, with respect to any Eligible New Floor Plan Unit (other than Eligible Affiliated New Manufactured Floor Plan Units (Uninvoiced)), the amount of the Manufacturer or vendor invoice (including freight charges to the extent freight charges are included on such invoice) as specified to the Floor Plan Agent from time to time by the applicable Manufacturer or vendor of such Eligible New Floor Plan Unit.
The parties hereto acknowledge and agree that this Third Amendment is not a novation of the Existing Credit Agreement, any other Credit Document or of any credit facility or guaranty provided thereunder or in respect thereof. As used in the Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, from and after the Third Amendment Effective Date (as defined below), mean or refer to the Credit Agreement, as further amended, supplemented or modified from time to time in accordance with its terms. As used in any other Credit Document, from and after the Third Amendment Effective Date, all references to the “Credit Agreement” in such Credit Documents shall, unless the context otherwise requires, mean or refer to the Credit Agreement, as further amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.
SECTION 3. Conditions Precedent. This Third Amendment shall become effective as of the date on which the following conditions precedent are satisfied (such date, the “Third Amendment Effective Date”):
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The Administrative Agent shall promptly notify the Borrowers and the Lenders of the Third Amendment Effective Date, and such notice shall be conclusive and binding.
SECTION 4. Representations and Warranties. In order to induce the applicable Floor Plan Lenders, the Floor Plan Agent and the Administrative Agent to enter into this Third Amendment, each Loan Party hereby represents and warrants to the Floor Plan Lenders, the Floor Plan Agent and the Administrative Agent on and as of the Third Amendment Effective Date that:
5.09.2 and 5.09.3 of the Credit Agreement, respectively (on and after the date that financial statements have been delivered pursuant to such Sections).
SECTION 5. Reaffirmation of Guarantees and Security Interests. Each Loan Party hereby acknowledges its receipt of a copy of this Third Amendment and its review of the terms and conditions hereof and consents to the terms and conditions of this Third Amendment and the transactions
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contemplated hereby. Except as provided in this Third Amendment, including as it relates to the scope of Obligations secured by the Collateral on and after the Third Amendment Effective Date, each Loan Party hereby (a) affirms and confirms its guarantees, pledges, grants and other undertakings under the Existing Credit Agreement, the Guarantee and Collateral Agreement, and the other Credit Documents to which it is a party and (b) agrees that (i) each Credit Document to which it is a party shall continue to be in full force and effect and (ii) all guarantees, pledges, grants and other undertakings thereunder shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties, including the Floor Plan Lenders. In furtherance of the foregoing, each Loan Party party hereto affirms and confirms its guarantee of the Obligations as a “Guarantor” party to the Guarantee and Collateral Agreement.
SECTION 6. Miscellaneous.
hereof, including, without limitation, for or on the account of, or in relation to, or in any way in connection with the Credit Agreement, or any of the other Credit Documents or transactions thereunder or related thereto.
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10.10 OF THE CREDIT AGREEMENT. NOTHING IN THIS THIRD AMENDMENT WILL
AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
BORROWER REPRESENTATIVE AND BORROWERS AND GUARANTORS:
MARINEMAX, INC.
By: /s/ Xxxxxxx X. XxXxxx
Xxxxxxx X. XxXxxx
Executive Vice President, Chief Financial Officer, and Secretary
BOATING GEAR CENTER, LLC BOATYARD, LLC
FWW, LLC
[****]
GULFPORT MARINA, LLC
KCS INTERNATIONAL INC. MARINEMAX CHARTER SERVICES, LLC MARINEMAX EAST, INC.
MARINEMAX KW, LLC MARINEMAX NORTHEAST, LLC
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MARINEMAX PRODUCTS, INC. MY WEB SERVICES, LLC
N & J GROUP, LLC N & J MEDIA, LLC
NEWCOAST INSURANCE SERVICES, LLC NISSWA MARINE, LLC
NORTHROP & XXXXXXX HOLDING LLC NORTHROP & XXXXXXX YACHTS-SHIPS LLC NVGH, LLC
PERFECT YACHT CHARTER, LLC SILVER SEAS CALIFORNIA, INC. SILVER SEAS YACHTS, LLC SKIPPER BUD'S OF ILLINOIS, LLC SKIPPER MARINE, LLC
SKIPPER MARINE OF CIDCAGO-LAND, LLC SKIPPER MARINE OF FOX VALLEY, LLC SKIPPER MARINE OF MADISON, LLC
SKIPPER MARINE OF MICIDGAN, LLC
SKIPPER MARINE OF OHIO, LLC
US LIQUIDATORS, LLC
By: /s/ Xxxxxxx X. XxXxxx
Xxxxxxx X. XxXxxx
President, Secretary, and Treasurer
MARINEMAX SERVICES, INC. NEWCOAST FINANCIAL SERVICES, LLC
By: /s/ Xxxxxxx X. XxXxxx
Xxxxxxx X. XxXxxx
Vice President, Secretary, and Treasurer
NORTHROP & XXXXXXX CALIFORNIA INC.
By: /s/ Xxxxxxx X. XxXxxx
Xxxxxxx X. XxXxxx
President, Secretary, and Chief Financial Officer
INTREPID POWERBOATS, INC. INTREPID SOUTHEAST, INC.
By: /s/ Xxxxxxx X. XxXxxx
Secretary, and Treasurer
FRASER YACHTS CALIFORNIA FRASER YACHTS FLORIDA, INC.
By: /s/ Xxxxxxxxxx Xxxxx
Xxxxxxxxxx Xxxxx
Chief Financial Officer
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KCS RE ACQUISITION COMPANY, LLC
By: KCS INTERNATIONAL INC.
By: /s/ Xxxxxxx X. XxXxxx
Xxxxxxx X. XxXxxx
President, Secretary, and Treasurer
WAVE AVIATION, LLC
By: MARINEMAX EAST, INC.
Sole Manager
By: /s/ Xxxxxxx X. XxXxxx
Xxxxxxx X. XxXxxx
President, Secretary, and Treasurer
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CABO MARINA, S. DE X.X. DE C.V.
By: /s/ Xxxxxxxx Xxxxxxxx
Xxxxxxxx Xxxxxxxx
Title: Secretary
FAIRPORT YACHT SUPPORT LLC
By: /s/ Xxxxxxx X. XxXxxx
Name: Xxxxxxx X. XxXxxx Title: President
IGY TRIDENT SERVICES LLC
By: /s/ Xxxxxxx X. XxXxxx
Name: Xxxxxxx X. XxXxxx Title: Executive Vice President
IGY-AYH ST. XXXXXX HOLDINGS, LLC
By: /s/ Jordan X.X. Xxxxxxxx
Name: Xxxxxx X.X. Xxxxxxxx Title: Executive Vice President
ISLAND GARDENS DEEP HARBOUR, LLC
By: /s/ Xxxxxxx X. XxXxxx
Name: Xxxxxxx X. XxXxxx Title: Executive Vice President
ISLAND GLOBAL YACHTING LLC
By: /s/ Xxxxxxx X. XxXxxx
Name: Xxxxxxx X. XxXxxx Title: Executive Vice President
XXXXXX BAY MARINA LIMITED
By: /s/ Jordan X.X. Xxxxxxxx
Name: Xxxxxx X.X. Xxxxxxxx Title: Executive Vice President
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YACHT HAVEN USVI LLC
By: /s/ Jordan X.X. Xxxxxxxx
Name: Xxxxxx X.X Xxxxxxxx
Title: Executive Vice President
YHUSVI MARINA, LLC
By: /s/ Jordan X.X. Xxxxxxxx
Name: Xxxxxx X.X. Xxxxxxxx
Title: Executive Vice President
IGY SETE MARINA SAS
By: /s/ Jordan X.X. Xxxxxxxx
Name: Xxxxxx X.X. Xxxxxxxx Title: Managing Director
IGY-RED FROG LLC
By: /s/ Jordan X.X. Xxxxxxxx
Name: Xxxxxx X.X. Xxxxxxxx
Title: Executive Vice President
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GULFWIND DEVELOPMENT, LLC
By: /s/ Xxxxxxx X. XxXxxx
Name: Xxxxxxx X. XxXxxx Title: President
MIDCOAST CONSTRUCTION ENTERPRISES LLC
By: /s/ Xxxxxxx X. XxXxxx
Name: Xxxxxxx X. XxXxxx Title: President
MIDCOAST MARINE GROUP, LLC
By: /s/ Xxxxxxx X. XxXxxx
Name: Xxxxxxx X. XxXxxx
Title: President
NEW WAVE INNOVATIONS, LLC
By: /s/ Xxxxxxx X. XxXxxx
Name: Xxxxxxx X. XxXxxx Title: President
BOATZON HOLDINGS LLC
By: /s/ Xxxxxxx X. XxXxxx
Name: Xxxxxxx X. XxXxxx Title: President
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HOP-INN ENTERPRISES N.V.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Managing Director
SIMPSONBAY YACHT CLUB MARINA N.V.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Managing Director
YACHTCLUB AT ISLE DEL SOL B.V.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Managing Director
THIRD AMENDMENT TO CREDIT AGREEMENT]
REQUIRED FLOOR PLAN LENDERS: MANUFACTURERS AND TRADERS TRUST COMPANY,
in its capacities as Administrative Agent, Swingline Lender, Issuing Bank and as a Lender
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: SVP
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as a Lender
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Director
XXXXX FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC,
in its capacities as Floor Plan Agent and as a Lender
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
THIRD AMENDMENT TO CREDIT AGREEMENT]
BANK OF AMERICA, N.A., as a Lender
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
Title: Senior Vice President
[THIRD AMENDMENT TO CREDIT AGREEMENT]
PNC BANK, N.A., as a Lender
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Vice President
FLAGSTAR SPECIALTY FINANCE COMPANY,
LLC, as successor-in-interest to NYCB Specialty Finance Company, LLC, a wholly-owned subsidiary of Flagstar Ban1c, N:A.,
as a Lender
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: First Senior Vice President
[THIRD AMENDMENT TO CREDIT AGREEMENT]
BMO BANK N.A., as a Lender
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxxx Xxxxxxx
Title: Director
[THIRD AMENDMENT TO CREDIT AGREEMENT]
THE HUNTINGTON NATIONAL BANK, as a Lender
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
FIRST HORIZON BANK, A TENNESSEE BANKING
CORPORATION, as a Lender
By: /s/ Xxxx X. Xxxxxxxxxx
Name: Xxxx X. Xxxxxxxxxx
Title: Executive Vice President
NORTHPOINT COMMERCIAL FINANCE LLC, as a Lender
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President
XXXXXXX XXXXXXX BANK, as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
BANKUNITED, N.A., as a Lender
By: /s/ Xxxxxxx Del Xxxxx
Name: Xxxxxxx Del Xxxxx
Title: Senior Vice President
[THIRD AMENDMENT TO CREDIT AGREEMENT]
XXXXXXX XXXXX BANK, as a Lender
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Senior Vice President
[THIRD AMENDMENT TO CREDIT AGREEMENT]
CADENCE BANK, as a Lender
By: /s/ Xxxxxx Xxxxxxxxxx
Name: Xxxxxx Xxxxxxxxxx
Title: Senior Vice President
[THIRD AMENDMENT TO CREDIT AGREEMENT]
COASTAL STATES BANK, as a Lender
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Regional President
[THIRD AMENDMENT TO CREDIT AGREEMENT]