FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

Exhibit 10.21(c)

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.

FOURTH AMENDMENT
TO SECOND AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT

     This FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “ Fourth Amendment ”) is entered into as of December 15, 2008 (the “ Effective Date ”), by and among MARINEMAX, INC. , a Delaware corporation (the “ Company ”) and each of the six (6) other Borrowers set forth on Schedule I attached hereto and by the reference incorporated herein (each of the Company and each of such six (6) Persons other than the Company, singularly, a “ Borrower ,” and the Company and all of such Persons other than the Company, collectively, the “ Borrowers ”), KEYBANK NATIONAL ASSOCIATION , a national banking association, both individually (in such capacity, “ KeyBank ”) and as administrative agent (in such capacity, the “ Administrative Agent ”) for the Lenders (as hereinafter defined), BANK OF AMERICA, N.A. , a national banking association, individually (in such capacity, “ BOA ”), as collateral agent (in such capacity, the “ Collateral Agent ”) and as documentation agent (in such capacity, the “ Documentation Agent ”) and the various other financial institutions as are or may become parties hereto, including, as of the date hereof, GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION , a Nevada corporation (“ GE Commercial ”), WACHOVIA BANK, NATIONAL ASSOCIATION , a national banking association (“ Wachovia ”), WELLS FARGO BANK, N.A. , a national banking association (“ Wells Fargo ”), U.S. BANK NATIONAL ASSOCIATION , a national banking association (“ US Bank ”), BRANCH BANKING & TRUST COMPANY , a North Carolina corporation (“ BB&T ”), and BANK OF THE WEST , a California corporation (“ Bank of the West ”) (KeyBank, BOA, GE Commercial, Wachovia, Wells Fargo, US Bank, BB&T, Bank of the West, and such other financial institutions, collectively, the “ Lenders ”), amending that Second Amended and Restated Credit and Security Agreement dated as of June 19, 2006, by and among Borrowers and Lenders as heretofore amended by the First Amendment to Second Amended and Restated Credit and Security Agreement dated as of May 31, 2007, the Second Amendment to Second Amended and Restated Credit and Security Agreement dated as of October 1, 2007, and the Third Amendment to Second Amended and Restated Credit and Security Agreement dated as of March 7, 2008 (the “ Agreement ”). Unless otherwise defined in this Fourth Amendment, all defined terms used in this Fourth Amendment shall have the meanings ascribed to such terms in the Agreement. This Fourth Amendment is entered into in consideration of, and upon, the terms, conditions and agreements set forth herein.

      1. Background . Borrowers and Lenders desire to amend certain provisions of the Agreement effective as of the date of this Fourth Amendment.

      2. Definitions . Section 1.01 of the Agreement is hereby amended as follows:

          (a) Added Definitions . The following new defined terms are hereby added to Section 1.01 of the Agreement:

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     “ Additional Real Estate Collateral ” shall mean all Real Property Interests with respect to owned real estate, wherever situated, that is now owned or hereafter acquired by the Borrowers, or any of them, save and except for (a) the Pledged Real Estate Collateral, and (b) the Gulfport Property.

     “ [****] ” shall mean boats, vessels, and yachts manufactured by [****].

     “ EBITDA ” shall mean, for any period, the earnings before interest, Taxes, Statement of Financial Accounting Standards No. 123R stock-based compensation, depreciation, amortization, and any intangible asset impairment charge deducted in determining the earnings of the Borrowers on a consolidated basis for such period; provided, however , that for each of the four quarterly periods of the Borrowers ending on December 31, 2008, March 31, 2009, June 30, 2009 and September 30, 2009, EBITDA shall be calculated by adding back nonrecurring restructuring charges associated with business location closings, leasehold improvement impairment charges, lease termination charges, Lender closing costs associated with the Fourth Amendment to this Agreement, and actual [****] inventory repurchase settlement writedowns up to a maximum of [****].

     “ EBITDA/Interest Coverage Ratio ” shall mean, for any period, the ratio of the Borrowers’ EBITDA to the Borrowers’ total interest expense determined on a consolidated basis for such period.

     “ EDR ” shall have the meaning set forth in Section 4.07.

     “ ESA ” shall have the meaning set forth in Section 4.07.

     “ Gulfport Property ” shall mean the Real Property Interests in the real estate at Gulfport Marina (Florida) owned by a joint venture in which the Borrowers have only an approximate 36% interest.

     “ Inspection Increase Event 1 ” shall mean the event that shall have occurred if, as reflected on each of the relevant monthly Borrowing Base Certificates submitted during any period of two consecutive calendar months, the unpaid principal balance of Advances under this Agreement plus accrued but unpaid interest minus the Pledged Real Estate Loan Value shall equal or exceed eighty percent (80%) but shall not be greater than ninety (90%) of the portion of the Borrowing Base consisting of Eligible New Inventory and Eligible Used Inventory. An Inspection Increase Event 1 shall be deemed to have occurred if following an Inspection Increase Event 2 there shall be an Inspection Reinstatement Event but the unpaid principal balance of Advances under this Agreement plus accrued but unpaid interest thereon minus the Pledged Real Estate Loan Value nevertheless shall equal or exceed eighty percent (80%) but shall not be greater than ninety (90%) of the portion of the Borrowing Base consisting of Eligible New Inventory and Eligible Used Inventory, all as reflected

each of the relevant monthly Borrowing Base Certificates submitted during any period of two consecutive calendar months.

     “ Inspection Increase Event 2 ” shall mean the event that shall have occurred if, as reflected on each of the relevant monthly Borrowing Base Certificates submitted during any period of two consecutive calendar months, the unpaid principal balance of Advances under this Agreement plus accrued but unpaid interest minus the Pledged Real Estate Loan Value shall exceed ninety percent (90%) of the portion of the Borrowing Base consisting of Eligible New Inventory and Eligible Used Inventory.

     “ Interest Rate Swap ” shall mean a financial derivative contract between parties in which each agrees to exchange payments tied to two different interest rates or indices for a specified period of time, generally based on a notional principal amount.

     “ Issuing Bank ” shall mean BOA, in its capacity as an issuer of Letters of Credit pursuant to Section 2.01(a) and Section 2.13.

     “ LC Commitment ” shall mean that portion of the Commitment Amount that may be used by the Borrowers for the issuance of Letters of Credit in an aggregate face amount not to exceed seven million dollars ($7,000,000).

     “ LC Disbursement ” shall mean a payment made by the Issuing Bank pursuant to a Letter of Credit.

     “ LC Documents ” shall mean the Letters of Credit and all applications, agreements and instruments relating to the Letters of Credit.

     “ LC Exposure ” shall mean, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the aggregate amount of all LC Disbursements that have not been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Lender shall be its Pro Rata Percentage of the total LC Exposure at such time.

     “ Letter of Credit ” shall mean any stand-by letter of credit issued pursuant to Section 2.01 by the Issuing Bank for the account of the Borrower pursuant to the LC Commitment.

     “ Letter of Credit Fee ” shall have the meaning set forth in Section 2.01(a)(3).

     “ Mortgage ” shall have the meaning set forth in Section 4.07.

     “ Pledged Real Estate Collateral ” shall mean all of the Real Property Interests in respect of the particular owned real estate of the Borrowers identified in Exhibit 4.07 to this Agreement, together with such additional or substitute Real

Property Interests, if any, as hereafter may be designated as Pledged Real Estate Collateral by written amendment to this Agreement.

     “ Pledged Real Estate Loan Value ” shall mean, at any date of calculation, the maximum amount that the Borrowers shall be entitled to borrow or retain under Section 4.07 in respect of the Pledged Real Estate Collateral, with such amount to be the lesser of (a) fifty percent (50%) of the appraised value (determined in accordance with Section 4.07) of the Pledged Real Estate Collateral with respect to which all steps have been taken to include such property in the Borrowing Base, and (b) twenty million dollars ($20,000,000).

     “ Title Commitment ” shall mean a commitment for title insurance provided to the Collateral Agent with respect to each parcel of Additional Real Estate Collateral.

     “ Title Policy ” shall mean an ALTA mortgagee’s title insurance policy written by a title insurance company acceptable to the Collateral Agent in an amount equal to the value of Pledged Real Estate Collateral and containing no exceptions other than with respect to Permitted Liens.

          (b) Changed Definitions . The definitions of the following terms heretofore defined in the Agreement are hereby amended to read in their entirety as follows:

     “ Borrowing Base ” shall mean the greatest amount that may be borrowed or retained by the Borrowers in respect of the Commitment, which at any date of calculation, shall be determined by applying the then applicable Availability Reserve, if any, to the sum of the following determined on a consolidated basis for all of the Borrowers:

     (a) the sum of (1) ninety percent (90%) of the original invoice price (including freight charges, but excluding, to the extent that the same are included in the Borrowing Base as Accounts, any earned volume purchase rebates, earned advertising rebates, verifiable price protection, and earned incentives, credits, or similar items) of Eligible New Inventory that is aged not more than three hundred sixty-five (365) days from date of delivery to the Borrowers, (2) eighty percent (80%) of the original invoice price (including freight charges, but excluding, to the extent that the same are included in the Borrowing Base as Accounts, any earned volume purchase rebates, earned advertising rebates, verifiable price protection, and earned incentives, credits, or similar items) of Eligible New Inventory that is aged more than three hundred sixty-five (365) days, but not more than seven hundred thirty (730) days, from date of delivery to the Borrowers, and (3) sixty-five percent (65%) of the original invoice price (including freight charges, but excluding, to the extent that the same are included in the Borrowing Base as Accounts, any earned volume purchase rebates, earned advertising

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rebates, verifiable price protection, and earned incentives, credits, or similar items) of Eligible New Inventory that is aged more than seven hundred thirty (730) days, but not more than one thousand ninety-five (1,095) days, from date of delivery to the Borrowers; provided, however , that (A) the amount includable in the Borrowing Base on account of Loose Outboard Motors in the Eligible New Inventory shall never exceed one million, five hundred thousand dollars ($1,500,000), it being agreed that all Loose Outboard Motors over such amount shall be included in the Borrowing Base only as Eligible Parts Inventory; (B) prior to May 1, 2009 the amount includable in the Borrowing Base on account of both the Eligible New Inventory of [****] and the Eligible Used Inventory of [****] shall not exceed in the aggregate [****], and after May 1, 2009 the amount includable in the Borrowing Base on account of both the Eligible New Inventory of [****] and the Eligible Used Inventory of [****] shall not exceed in the aggregate [****]; (C) prior to May 1, 2009, the amount includable in the Borrowing Base on account of both the Eligible New Inventory of [****] and the Eligible Used Inventory of [****] shall not exceed in the aggregate [****], and after May 1, 2009 the amount includable in the Borrowing Base on account of both the Eligible New Inventory of [****] and the Eligible Used Inventory of [****] shall not exceed in the aggregate [****]; (D) prior to May 1, 2009, the amount includable in the Borrowing Base on account of (i) the Eligible New Inventory of [****] and (ii) the Eligible Used Inventory of [****] shall not exceed in the aggregate [****], and after May 1, 2009, the amount includable in the Borrowing Base on account of (x) the Eligible New Inventory of [****] and (y) the Eligible Used Inventory of [****] shall not exceed in the aggregate [****]; and provided further , that if Lenders receive, with respect to particular Eligible New Inventory aged not more than three hundred sixty-five (365) days either, (i) a five percent (5.0%) manufacturer’s guaranty, satisfactory to Required Lenders in their reasonable discretion, with respect to such Eligible New Inventory, or (ii) a manufacturer’s repurchase agreement, that is reasonably satisfactory to Required Lenders, at a purchase price of ninety-five percent (95%) of the Eligible New Inventory value, the advance with respect to the Eligible New Inventory covered by such guaranty or repurchase agreement will be increased by five percent (5.0%) to ninety-five percent (95%), notwithstanding anything to the contrary in this clause (a).

     (b) the sum of (1) eighty percent (80%) of NADA Wholesale Value of Eligible Used Inventory that has been held by the Borrowers for not more than one hundred eighty (180) days from the date of receipt, plus (2) seventy-two percent (72%) of the NADA Wholesale Value of Eligible Used Inventory that has been held by the Borrowers for more than one hundred eighty (180) days from the date of receipt, but not more than three hundred sixty-five (365) days; provided, however , that (A) the amount includable in the Borrowing Base on account of Eligible Used Inventory shall never exceed twenty-five percent (25%) of the aggregate of (i) Eligible New Inventory, and (ii) Eligible Used Inventory; (B) the amount includable in the Borrowing Base on account of both the Eligible New

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Inventory of [****] and the Eligible Used Inventory of [****] shall not exceed in the aggregate [****]; (C) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of [****] and the Eligible Used Inventory of [****] shall not exceed in the aggregate [****]; (D) the amount includable in the Borrowing Base on account of (i) the Eligible New Inventory of [****] and (ii) the Eligible Used Inventory of [****] shall not exceed in the aggregate [****] and after May 1, 2009, the amount includable in the Borrowing Base on account of (x) the Eligible New Inventory of [****] and (y) the Eligible Used Inventory of [****] shall not exceed in the aggregate [****];

     (c) eighty percent (80%) of the net book value of Eligible Accounts; provided, however , that the amount includable in the Borrowing Base on account of Eligible Accounts shall never exceed thirty million dollars ($30,000,000);

     (d) the lesser of (1) twelve million dollars ($12,000,000), or (2) sixty percent (60%) of the cost (excluding freight charges) of Eligible Parts Inventory net of any reserve required by GAAP for damaged, obsolete, or slow-moving items in such inventory; and

     (e) the Pledged Real Estate Loan Value of the Pledged Real Estate Collateral with respect to which all of the steps contemplated by Section 4.07 of the Agreement have been completed to the satisfaction of the Collateral Agent.

No Property of the Borrowers shall be included in the Borrowing Base if (1) the Collateral Agent, for the benefit of the Lenders, does not have a first priority security interest under the Uniform Commercial Code, to the extent applicable, subject only to Permitted Liens, in such Property, (2) any other Person has a Preferred Ship’s Mortgage on a Documented Vessel included in the Borrowing Base that has not been extinguished by payment in full and delivery of a written satisfaction of such Preferred Ship’s Mortgage, irrespective of whether such satisfaction has been filed with the Coast Guard or whether such Preferred Ship’s Mortgage is a Permitted Lien, or (3) any other Person has a perfected purchase money security interest in such Property, irrespective of whether such purchase money security interest is a Permitted Lien.

     “ Borrowing Base Certificate ” shall mean a certificate in the form of Exhibit B to the Fourth Amendment to this Agreement (as the form may be modified with the consent of the Required Lenders from time to time), in form and detail satisfactory to the Required Lenders setting forth the calculation of the Borrowing Base as of the date of such certificate.

     “ Commitment Amount ” shall mean (a) effective as of the date of the Fourth Amendment to this Agreement, four hundred twenty-five million dollars ($425,000,000), (b) effective as of the earlier of the date when [****] (but in no event later than April 30, 2009), four hundred million dollars ($400,000,000), (c)

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effective as of May 1, 2009, three hundred seventy-five million dollars ($375,000,000), (d) effective as of September 30, 2009, three hundred fifty million dollars ($350,000,000), and (e) effective as of May 31, 2010, three hundred million dollars ($300,000,000). All such reductions in the Commitment Amount shall reduce the Commitments of the Lenders in accordance with their Pro Rata Percentages, as follows:

Notwithstanding the foregoing, the Commitment Amount may be increased by virtue of any exercise of the accordion feature set forth in Section 2.01(a)(2) of the Agreement as amended by the Fourth Amendment to this Agreement.

     “ Default Rate ” shall mean the rate of interest or the Letter of Credit Fees applicable during the continuance of an Event of Default, which (a) until September 30, 2010, shall be based on a LIBOR Margin and a Letter of Credit Fee of six hundred twenty-five (625) basis points ( i.e. 6.25%), and (b) commencing October 1, 2010, shall be two hundred (200) basis points ( i.e. 2%) in excess of the Pricing Tier V LIBOR Margin and Letter of Credit Fee as shown in Section 2.05.

     “ Inspection Increase Event ” shall mean either Inspection Increase Event 1 or Inspection Increase Event 2.

     “ Inspection Reinstatement Event ” shall mean the event that shall have occurred if (a) at any time after the occurrence of an Inspection Increase Event 2 as reflected on each of the relevant monthly Borrowing Base Certificates submitted during any period of three consecutive calendar months, the unpaid principal balance of Advances under this Agreement plus accrued but unpaid interest minus the Pledged Real Estate Loan Value shall be less than ninety percent (90%) of the portion of the Borrowing Base consisting of Eligible New Inventory and Eligible Used Inventory, (b) at any time after the occurrence of an Inspection Increase Event 1 as reflected on each of the relevant monthly Borrowing Base Certificates submitted during any period of three consecutive

calendar months, the unpaid principal balance of Advances under this Agreement plus accrued but unpaid interest thereon minus the Pledged Real Estate Loan Value shall be less than eighty percent (80%) of the portion of the Borrowing Base consisting of Eligible New Inventory and Eligible Used Inventory, and (c) in the case of either (a) or (b) above, the Required Lenders, in their reasonable discretion, shall have agreed in writing to cancel a corresponding Inspection Increase Event.

     “ Loan Documents ” shall mean this Agreement and all Promissory Notes, financing statements, Preferred Ship’s Mortgages, LC Documents, Interest Rate Swaps, certificates, instruments and agreements (a) delivered by any Borrower hereunder, (b) heretofore delivered by any Borrower pursuant to the Credit and Security Agreement dated as of December 18, 2001, or (c) heretofore delivered by any Borrower pursuant to the Amended and Restated Credit and Security Agreement dated as of February 3, 2005, as heretofore amended, and not expressly superseded by the documents delivered pursuant to this Agreement, in each case as the same shall be modified or extended in accordance with its terms.

     “ Obligations ” shall mean all obligations (monetary or otherwise) of the Borrowers arising under or in connection with this Agreement, the Promissory Notes, the Letters of Credit, any Interest Rate Swap with any Lender or group of Lenders, and each other Loan Document.

     “ Permitted Liens ” shall mean:

     (a) Liens securing payment of the Obligations, granted pursuant to any Loan Document;

     (b) the existing Liens identified in Exhibit D, to the extent that they secure the indebtedness (and only the indebtedness) identified in such Exhibit;

     (c) Liens effected by or relating to Approved Vendor Financings, Capital Leases and other Debt permitted under Section 6.02(c) and (d) hereof, to the extent such Liens encumber only the Property of the Borrowers leased thereunder or acquired with the proceeds thereof;

     (d) Liens on Seller Collateral securing Seller Notes;

     (e) Liens for taxes, assessments or other governmental charges or levies not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on the Borrowers’ books;

     (f) Liens of carriers, warehousemen, mechanics, materialmen, and landlords incurred in the ordinary course of business for sums not materially overdue or being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set

aside on the Borrowers’ books; provided, however, that Liens of landlords are permitted only to the extent that (1) the same are subordinate to the Collateral Agent’s Lien on the Collateral for the benefit of the Lenders, or (2) the Required Lenders shall have agreed in writing to waive subordination of such landlord’s Lien to the Collateral Agent’s Lien on the Collateral for the benefit of the Lenders;

     (g) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other forms of governmental insurance or benefits or to secure performance of tenders, statutory obligations, leases and contracts (other than for borrowed money) entered into in the ordinary course of business or to secure obligations on surety or appeal bonds;

     (h) judgment Liens in existence less than thirty (30) days after the entry thereof or with respect to which execution has been stayed or the payment of which is covered in full (subject to the applicable deductible) by insurance maintained with responsible insurance companies;

     (i) solely with respect to the Pledged Real Estate Collateral, such minor imperfections in title and other encumbrances as shall be shown as exceptions acceptable to the Collateral Agent on the Title Policy for such Pledged Real Estate Collateral;

     (j) solely with respect to the Additional Real Estate Collateral, (1) such minor imperfections in title and other encumbrances as shall be shown as exceptions acceptable to the Collateral Agent on the Title Commitment for such Additional Real Estate Collateral, and (2) any Lien securing financing of Additional Real Estate Collateral in connection with a transaction complying in all respects with Section 4.08(g) of this Agreement;

     (k) with respect to Real Property Interests other than Pledged Real Estate Collateral and Additional Real Estate Collateral, Liens on Real Property Interests not created at the time when there is any Event of Default under this Agreement;

     (l) Liens inferior to the Lien of the Collateral Agent (for the benefit of the Lenders) granted to parties providing financial derivative products to the Borrowers (e.g., interest rate swaps or foreign exchange forward contracts); and

     (m) any other Lien which all of the Lenders may approve in their reasonable discretion.

     “ Pricing Tier ” shall mean the agreed pricing tiers for the calculation of LIBOR Margin and Undrawn Commitment Fees which are based on the EBITDA/Interest Coverage Ratio applicable to the Borrowers for the preceding fiscal quarter, with such pricing tier to be applicable from the first day of the calendar month following the public release of the Borrowers’ financial reports for the immediately preceding fiscal quarter through the last day of the calendar

month during which the Borrowers shall publicly release their financial reports for the immediately succeeding fiscal quarter, as follows:

     By way of example and not limitation, (a) if the Borrowers publicly release their financial reports for the fiscal quarter ended March 31 on April 25 and publicly release their financial reports for the fiscal quarter ended June 30 on August 5, then from May 1 until August 31 the Pricing Tier in effect shall be the Pricing Tier determined in accordance with the financial reports released on April 25, and (b) if the EBITDA/Interest Coverage Ratio for the fiscal quarter ended March 31 is greater than or equal to 3.00 but less than 3.50, then during the period specified in (a) above the Borrowers would be in Pricing Tier II. If for any reason the Borrowers fail to provide the financial statements necessary to calculate the EBITDA/Interest Coverage Ratio within thirty (30) days after written notice from the Administrative Agent, the Default Rate shall apply retroactively from the date when such necessary financial statements originally were due (without reference to such written notice from the Administrative Agent or such thirty-day period) until such necessary financial statements are provided by Borrowers.

     “ Required Lenders ” shall mean, at any time, any Lenders holding at least sixty-six and two thirds percent (66-2/3%) of the sum of the Commitments, or if the Commitments have been terminated, the then aggregate outstanding principal amount of the Advances and shall also represent a majority of the number of Lenders; provided, however , that “Required Lenders” shall be one hundred percent (100%) of the Lenders with respect to any action taken or proposed to be taken by the Lenders: (a) to increase the Commitment of the Lenders or the Commitment Amount; (b) to reduce or waive payment of any principal, interest, or fees payable to the Lenders (it being agreed, however, that the Administrative Agent or the Collateral Agent, as applicable, without the consent of any other Lender, may reduce or waive fees payable to the Administrative Agent or the Collateral Agent, as applicable); (c) to modify or waive compliance with any of the Borrowers’ financial covenants, or to change the manner in which such financial covenants are calculated; (d) to make any material extension of scheduled maturities or times for payment; (e) to establish or revise any Availability Reserve, to make changes in the Borrowing Base, to increase advance rates with respect to the Borrowing Base or to make changes in the types of Collateral eligible for inclusion in the Borrowing Base; (f) to release any Collateral or any Borrower, other than as specifically required by the terms of the

Loan Documents; (g) to sell, transfer, encumber, or release any assets needing the consent of the Required Lenders under Section 6.07; (h) to change the structure of the financing contemplated by this Agreement; (i) to change the definition of “Required Lenders”; or (j) to change the composition of the Lenders in a manner which would dilute the voting rights of any Lender, except as otherwise provided in Article IX of this Agreement.

     “ Termination Date ” shall mean May 31, 2011; provided, however , that upon the Company’s request such date may be extended for two successive periods of one year each with the prior written consent of all of the Lenders for each such annual extension.

     “ Used Inventory ” shall mean Inventory of the Borrowers that has been (a) previously sold at retail, (b) registered or titled in any state or jurisdiction, or registered as a Documented Vessel, or (c) purchased or acquired by the Borrowers from a source other than the manufacturer.

          (c) Deleted Definitions . The definitions of “ Fixed Charges Coverage Ratio ,” “ Maintenance Capital Expenditures ” (which is used solely within the definition of “Fixed Charges Coverage Ratio”), “ Total Funded Debt ,” and “ Funded Debt Ratio ” are hereby deleted from the Agreement.

      3.  Changes to Section 2.01(a) Relating to the Revolving Loans and Letters of Credit . Section 2.01(a) is hereby revised to read in its entirety as follows:

      2.01 Advances .

          (a) Commitment for Revolving Credit . The Lenders severally agree, subject to the terms and conditions set forth herein, to make Advances to the Borrowers in respect of the Commitment from time to time until the Termination Date. The following rules shall govern the amount of the Advances:

               (1) The aggregate outstanding amount of such Advances may equal but shall never exceed the lesser of (A) the Commitment Amount, and (B) the Borrowing Base. For purpose of this test, any Letter of Credit outstanding under paragraph (3) below shall be deemed an Advance.

               (2) Borrowers and Lenders agree to add an accordion feature to the Commitment. Consequently, if (A) no Default or Event of Default exists or would result therefrom, (B) Borrowers obtain commitments from Lenders and/or other persons who would qualify as assignees for such increased amounts, (C) any new Lender suggested by Borrowers is approved by the Required Lenders, and (D) appropriate definitive loan documentation is executed and delivered by the parties, at Borrowers’ election the aggregate maximum principal amount of the Commitments may be increased from time to time after the Effective Date, provided, however, that (i) the aggregate amount of the Commitment Amount does not exceed five hundred million dollars ($500,000,000), (ii) each such increase shall be in a minimum amount of thirty million dollars ($30,000,000),

and with each new Lender to have a minimum commitment of at least eighteen million dollars ($18,000,000), and (iii) Borrowers shall first offer to the existing Lenders the right to commit to the increased amount, but no existing Lender shall be required to commit to any such increased amount. No such increase shall increase any sub-limit set forth in this Agreement, and no Lender shall be obligated to participate in any such increase.

               (3) There is hereby established a sub-limit for Letters of Credit in the aggregate amount not exceeding the LC Commitment of seven million dollars ($7,000,0000). The issuance of any Letter of Credit pursuant to the LC Commitment shall be subject to the further terms specified in Section 2.13 of this Agreement. In connection with any outstanding Letter of Credit, Borrowers will accrue an annual letter of credit fee (the “Letter of Credit Fee”) equal to the higher of (A) five hundred dollars ($500), or (B) the amount determined in accordance with Section 2.05 of this Agreement on an Advance equal to the maximum amount available to be drawn under such Letter of Credit. The minimum Letter of Credit Fee for any Letter of Credit (irrespective of the amount or duration of such Letter of Credit) shall be five hundred dollars ($500). The accrued Letter of Credit Fee for each Letter of Credit shall be payable quarterly in arrears, commencing on the effective date of the Letter of Credit. In addition to the Letter of Credit Fee, at the time of issuance of each Letter of Credit Borrowers and the Issuing Bank shall negotiate an issuance fee for such Letter of Credit to be paid at the time of issuance and to be retained by the Issuing Bank.

               (4) No Lender shall be permitted or required to make any Advance in respect of the Commitment if, after giving effect thereto, the principal amount of such Lender’s total outstanding Advances would exceed such Lender’s Pro Rata Percentage of the Commitment Amount.

Because the Commitment creates a revolving credit facility, the Borrowers may borrow under the Commitment, repay such Advances without premium or penalty, and reborrow prior to the Termination Date in accordance with this Agreement.

      4.  Ch