0001193125-05-061015 Sample Contracts

GUARANTY AGREEMENT Dated as of October 14, 2004 by EACH GUARANTOR PARTY HERETO in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent
Guaranty Agreement • March 25th, 2005 • West Marine Inc • Retail-auto dealers & gasoline stations • California

This GUARANTY AGREEMENT (this “Guaranty”), dated as of October 14, 2004, is made by each of the Persons listed on the signature pages hereto and each of the other entities which becomes a party hereto pursuant to Section 4.14 hereof (each a “Guarantor” and jointly and severally, the “Guarantors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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LEASE AMENDMENT II
Lease Amendment • March 25th, 2005 • West Marine Inc • Retail-auto dealers & gasoline stations

This lease amendment is made this 25th day of June 1998, and attached to that certain lease agreement dated the 1st day of December 1986, by and between Indian Creek Company (ICC), a Virginia Limited Partnership (“Landlord”) and Boat America Corporation, a Virginia Corporation (“Tenant”).

GUARANTEE AGREEMENT (Canada) Dated as of October 14, 2004 by EACH GUARANTOR PARTY HERETO in favour of WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Administrative Agent
Guarantee Agreement • March 25th, 2005 • West Marine Inc • Retail-auto dealers & gasoline stations • British Columbia

This GUARANTEE AGREEMENT (Canada) (this “Guarantee”), dated as of October 14, 2004, is made by each of the Persons listed on the signature pages hereto and each of the other entities which becomes a party hereto pursuant to Section 4.14 hereof (each a “Guarantor” and jointly and severally, the “Guarantors”) in favour of WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders referred to below (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

LEASE AGREEMENT
Lease Agreement • March 25th, 2005 • West Marine Inc • Retail-auto dealers & gasoline stations • Maryland

THIS LEASE AGREEMENT (“Lease”) is made this 1st day of December, 1986, by and between Indian Creek Company, a Virginia general partnership (“Landlord”), and Boat America Corporation, a Virginia corporation (“Tenant”).

LEASE AMENDMENT I
Lease Amendment • March 25th, 2005 • West Marine Inc • Retail-auto dealers & gasoline stations

This lease amendment is made this 25th day of November 1996, and attached to that certain lease agreement dated the 1st day of December 1986, by and between Indian Creek Company (ICC), a Virginia Limited Partnership (“Landlord”) and Boat America Corporation, a Virginia Corporation (“Tenant”).

SECOND AMENDMENT TO EXECUTIVE TERMINATION COMPENSATION AGREEMENT
Executive Termination Compensation Agreement • March 25th, 2005 • West Marine Inc • Retail-auto dealers & gasoline stations

This is a second amendment (“Second Amendment”), effective as of this 12th day of January, 2005, to that certain Executive Termination Compensation Agreement, entered into on or about August 17, 1999, as amended by a first amendment dated as of August 25, 2003 (collectively, “Agreement”), between West Marine, Inc., a Delaware corporation (“Company”), with an address at 500 Westridge Drive, Watsonville, California 95076, and Richard Everett (“Executive”), residing at 565 Twin Lanes, Soquel, California 95073.

THIRD AMENDMENT OF LEASE
Lease Agreement • March 25th, 2005 • West Marine Inc • Retail-auto dealers & gasoline stations

THIS THIRD AMENDMENT OF LEASE (hereinafter called “Amendment”) is made this April 23, 2004, between SCP Green Hagerstown, LLC, a limited liability company, as successor to Indian Creek Company, L.P. (hereafter called “Landlord”) and West Marine Products, Inc., a California corporation, as successor to Boat America Corporation (hereinafter called “Tenant”).

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