10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2003

Commission File No. 1-14173

MARINEMAX, INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization) 59-3496957
(I.R.S. Employer
Identification
Number)

18167 U.S. 19 NORTH, SUITE 499

Clearwater, Florida
(Address of principal executive offices) 33764
(ZIP Code)

727-531-1700
(Registrant’s telephone number, including area code)

Indicate by check whether the registrant: (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]              No [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes [X]              No [  ]

The number of outstanding shares of the registrant’s Common Stock on January 31, 2004 was 15,480,093.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	ITEM 1. Financial Statements
		Condensed Consolidated Statements of Operations
		Condensed Consolidated Balance Sheets
		Condensed Consolidated Statements of Cash Flows
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 5. OTHER INFORMATION
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.17(A)
EXHIBIT 10.18
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

MARINEMAX, INC.

Table of Contents

Item No.			Page
PART I FINANCIAL INFORMATION
	1.	Financial Statements (Unaudited):
		Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2002 and December 31, 2003		3
		Condensed Consolidated Balance Sheets as of September 30, 2003 and December 31, 2003		4
		Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2002 and December 31, 2003		5
		Notes to Condensed Consolidated Financial Statements		6
	2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
	3.	Quantitative and Qualitative Disclosure About Market Risk and Financial Condition		14
	4.	Controls and Procedures		14
PART II OTHER INFORMATION
	1.	Legal Proceedings		15
	2.	Changes in Securities and Use of Proceeds		15
	3.	Defaults Upon Senior Securities		15
	4.	Submission of Matters to a Vote of Security Holders		15
	5.	Other Information		15
	6.	Exhibits and Reports on Form 8-K		15
SIGNATURES				17
CERTIFICATIONS				18

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

MARINEMAX, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited amounts in thousands except share and per share data)

			Three Months Ended December 31,
			2002			2003
Revenue				97,975			156,659
Cost of sales				74,320			121,559
	Gross profit			23,655			35,100
Selling, general, and administrative expenses				23,802			30,015
	(Loss) income from operations			(147	)		5,085
Interest expense				633			1,459
(Loss) income before income taxes				(780	)		3,626
Income tax (benefit) provision				(300	)		1,396
Net (loss) income			$	(480	)	$	2,230
Basic net (loss) income per common share			$	(0.03	)	$	0.14
Diluted net (loss) income per common share			$	(0.03	)	$	0.14
Weighted average number of common shares used in computing net (loss) income per common share:
		Basic		15,308,251			15,444,082
		Diluted		15,308,251			16,280,368

See accompanying notes to condensed consolidated financial statements

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MARINEMAX, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Amounts in thousands except share and per share data)

			September 30,		December 31,
			2003		2003
					(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents		$	10,508	$	8,760
	Accounts receivable, net			21,757		16,331
	Inventories, net			165,382		272,984
	Prepaids and other current assets			4,127		3,846
	Deferred tax assets			1,528		1,551
		Total current assets		203,302		303,472
Property and equipment, net				71,899		74,227
Goodwill and other intangible assets, net				53,144		53,409
Other long-term assets				810		897
		Total assets	$	329,155	$	432,005
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable		$	12,402	$	11,690
	Customer deposits			9,924		13,283
	Accrued expenses			14,629		14,409
	Short-term borrowings			97,000		195,000
	Current maturities of long-term debt			2,344		2,371
		Total current liabilities		136,299		236,753
Deferred tax liabilities				6,801		7,200
Long-term debt, net of current maturities				19,999		19,395
		Total liabilities		163,099		263,348
STOCKHOLDERS’ EQUITY:
Preferred stock, $.001 par value, 1,000,000 shares authorized, none issued or outstanding at September 30, 2003 and December 31, 2003				—		—
Common stock, $.001 par value, 24,000,000 shares authorized, 15,401,686 and 15,458,356 shares issued and outstanding at September 30, 2003 and December 31, 2003, respectively				15		15
Additional paid-in capital				65,235		65,606
Retained earnings				100,806		103,036
Total stockholders’ equity				166,056		168,657
Total liabilities and stockholders’ equity			$	329,155	$	432,005

See accompanying notes to condensed consolidated financial statements

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MARINEMAX, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited amounts in thousands)

				Three Months Ended
				December 31,
				2002			2003
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net (loss) income			$	(480	)	$	2,230
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			1,029			1,436
		Deferred income tax provision			214			375
		Gain on sale of property and equipment			(17	)		(13	)
		Other			40			25
	Decrease (increase) in —
		Accounts receivable			2,689			5,426
		Inventories			(40,187	)		(104,237	)
		Prepaids and other assets			300			248
	(Decrease) increase in —
		Accounts payable			(2,272	)		(711	)
		Customer deposits			3,913			3,359
		Accrued expenses			(2,418	)		(220	)
		Short-term borrowings			42,000			94,519
			Net cash provided by operating activities		4,811			2,437
CASH FLOWS FROM INVESTING ACTIVITIES:
	Cash used in business acquisitions, net of cash acquired				—			(266	)
	Purchases of property and equipment				(1,727	)		(3,703	)
	Proceeds from sale of property and equipment				172			16
			Net cash used in investing activities		(1,555	)		(3,953	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Issuance of common stock				158			345
	Repayments of long-term debt				(477	)		(577	)
			Net cash used in financing activities		(319	)		(232	)
	NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				2,937			(1,748	)
CASH AND CASH EQUIVALENTS, beginning of period					4,323			10,508
CASH AND CASH EQUIVALENTS, end of period				$	7,260		$	8,760
Supplemental Disclosures of Cash Flow Information:
	Cash paid for
		Interest		$	633		$	1,433
		Income taxes		$	726		$	2,551
Supplemental Disclosures of Non-Cash Financing Activities:
	Long-term debt issued for property and equipment purchase			$	3,000		$	—

See accompanying notes to condensed consolidated financial statements

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MARINEMAX, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. Company Background

     We were incorporated in Delaware in January 1998, and are the largest recreational boat retailer in the United States. We engage primarily in the retail sale, brokerage, and service of new and used boats, motors, trailers, marine parts, and accessories. As of December 31, 2003, we operated through 66 retail locations in 15 states, consisting of Alabama, Arizona, California, Colorado, Delaware, Florida, Georgia, Minnesota, Nevada, New Jersey, North Carolina, Ohio, South Carolina, Texas, and Utah.

     We are the nation’s largest retailer of Sea Ray, Boston Whaler, Meridian, and Hatteras recreational boats and yachts. Sales of new Sea Ray, Boston Whaler, Meridian, and Hatteras recreational boats and yachts, each of which are manufactured by Brunswick Corporation (Brunswick), accounted for approximately 65% of our revenue in fiscal year 2003. Brunswick is the world’s largest manufacturer of marine products and marine engines. We believe our sales represented in excess of 10% of all Brunswick marine sales during our 2003 fiscal year. Through operating subsidiaries we are a party to dealer agreements with Brunswick covering Sea Ray products and we are the exclusive dealer of Sea Ray boats in our geographic markets. We also have the right to sell Hatteras Yachts throughout the state of Florida (excluding the Florida Panhandle) and the state of Texas, as well as the distribution rights for Hatteras products over 82 feet for North and South America, the Caribbean, and the Bahamas. In August 2002, we were awarded the Meridian Yacht distribution rights to most of our geographic markets, excluding Arizona, California, Colorado, Nevada, and Utah. In October 2003, we were appointed the exclusive dealer for Italy-based Ferretti Group for Ferretti Yachts, Pershing, Riva, Apreamare, Mochi Craft, Custom Line, and CRN mega-yachts for the United States, Canada, and the Bahamas, and we have the right to become the exclusive dealer in Mexico and the Caribbean. At the same time, we were also appointed the exclusive dealer for Bertram in the United States (excluding the Florida peninsula and certain portions of New England), Canada, and the Bahamas, and we have the right to become the exclusive dealer in Mexico and certain areas of the Caribbean.

     As is typical in the industry, we deal with manufacturers, other than the Sea Ray division of Brunswick, Ferretti Group, and Bertram, under renewable annual dealer agreements, each of which gives us the right to sell various makes and models of boats within a given geographic region. Any change or termination of these agreements for any reason, including changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect our results of operations. Although there are a limited number of manufacturers of the type of boats and products that we sell, we believe that other suppliers could provide similar boats and products on comparable terms. A change in suppliers, however, could cause a loss of revenue, which would affect our operating results adversely.

     Our business, as well as the entire recreational boating industry, is highly seasonal, with seasonality varying in different geographic markets. With the exception of Florida, we generally realize significantly lower sales in the quarterly period ending December 31, with boat sales generally improving in January with the onset of the public boat and recreation shows. Our business could become substantially more seasonal as we acquire dealers that operate in colder regions of the United States.

2. Basis of Presentation

     These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted (GAAP) in the United States of America for interim financial information, the instructions to Quarterly Report on Form 10-Q, and Rule 10-01 of Regulation S-X and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended September 30, 2003. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. All adjustments, consisting of only normal recurring adjustments, considered necessary for fair presentation have been reflected in these unaudited condensed consolidated financial statements. The operating results for the three months ended December 31, 2003 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2004.

     In order to maintain consistency and comparability between periods presented, certain amounts may have been reclassified from the previously reported consolidated financial statements to conform with the consolidated financial statement presentation of the current period. The consolidated financial statements include our accounts and the accounts of our subsidiaries, all of which are wholly owned. All significant intercompany transactions and accounts have been eliminated.

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3. Acquisitions

     In October 2003, we acquired substantially all of the assets and assumed certain liabilities of Emarine International, Inc. and Steven Myers, Inc. (Emarine), a privately held boat dealership located in Fort Lauderdale, Florida, for approximately $305,000 in cash. The acquisition was accounted for under the purchase method of accounting, which based on our initial valuation resulted in the recognition of approximately $300,000 in goodwill, including acquisition costs. The acquisition provides us with an established retail location to sell Ferretti Group products in the Southeast Florida boating community. The asset purchase agreement contains an earn out provision, which may impact the final purchase price annually, based on the future profits of the location through September 2005, assuming certain conditions and provisions are met. Emarine has been included in our condensed consolidated financial statements since the date of acquisition.

4. Goodwill and Other Intangible Assets

     We account for goodwill and identifiable intangible assets in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS 142). Under this standard, we assess the impairment of goodwill and identifiable intangible assets at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying amount of goodwill or an identifiable intangible asset exceeds its fair value, we would recognize an impairment loss. We measure any potential impairment based on various business valuation methodologies, including a projected discounted cash flow method. We have determined that our only acquired identifiable intangible assets are the dealer agreements, which are indefinite-lived intangibles. We completed the annual impairment test at June 30, 2003, which resulted in no impairment of goodwill or identifiable intangible assets. We will continue to test goodwill and identifiable intangible assets for impairment at least annually on June 30, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. To date, we have not recognized any impairment of goodwill or identifiable intangible assets in connection with SFAS 142.

     The changes in the carrying amounts of net goodwill and identifiable intangible assets, based on our valuations, for the three months ended December 31, 2003 are as follows (amounts in thousands):

				Dealer
				Agreement
		Goodwill		Intangibles
Balance, September 30, 2003		$	50,246	$	2,898
	Additions during the period		265		—
Balance, December 31, 2003		$	50,511	$	2,898

5. Short-Term Borrowings

     In December 2001, we entered into a revolving credit facility with four financial institutions that provides us a line of credit with asset-based borrowing availability of up to $220 million. The facility also allows us an additional $20 million in traditional floorplan borrowings. The facility has a three-year term, with two one-year renewal options. During November 2002, we exercised the first of the two one-year renewal options, which the bank approved, extending the maturity date to December 2005. The facility accrues interest at the London Interbank Offered Rate (LIBOR) plus 175 to 260 basis points, which is determined in accordance with a performance pricing grid, as specified in the credit facility. Borrowings under the facility are pursuant to a borrowing base formula and are used primarily for working capital and inventory financing. The facility requires us to maintain certain financial covenants, including a tangible net worth ratio, among other restrictions. As of December 31, 2003, we were in compliance with all of the financial covenants.

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6. Stockholders’ Equity

     During the quarter ended December 31, 2003, we issued a total of 56,670 shares of our common stock in conjunction with our Incentive Stock Plan and Employee Stock Purchase Plan. Our Incentive Stock Plan provides for the grant of incentive and non-qualified stock options to acquire our common stock, the grant of common stock, the grant of stock appreciation rights, and the grant of other cash awards to key personnel, directors, consultants, independent contractors, and others providing valuable services to us. Our Employee Stock Purchase Plan is available to all our regular employees who have completed at least one year of continuous service.

7. Earnings Per Share

     The following is a reconciliation of the shares used in the denominator for calculating basic and diluted earnings per share for the three months ended December 31, 2002 and 2003:

	2002		2003
Weighted average common shares outstanding used in calculating basic earnings per share		15,308,251		15,444,082
Effect of dilutive options		—		836,286
Weighted average common and common equivalent shares used in calculating diluted earnings per share		15,308,251		16,280,368

     Options to purchase 1,366,039 shares of common stock as of December 31, 2002 were not included in the computation of diluted earnings per share because inclusion of the options would have been anti-dilutive based upon the reported net loss. Options to purchase 267,788 shares of common stock as of December 31, 2003 were not included in the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of our common stock.

8. Stock-Based Compensation

     We account for stock-based compensation plans under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), under which no compensation expense has been recognized in these condensed consolidated financial statements. Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS 123), as amended by Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transitions and Disclosure” (SFAS 148), allows companies to continue following the accounting guidance of APB 25, but requires pro forma disclosure of net income and earnings per share for the effects of compensation expense had the fair value method of accounting for stock options been adopted. For SFAS 123 purposes, the fair value of each option grant has been estimated as of the date of grant using the Black-Scholes option-pricing model.

     Had compensation expense been determined using the fair value method described in SFAS 123, our net (loss) income and net (loss) income per share, as reported would have been the following for the three months ended December 31, 2002 and 2003 (amounts in thousands except per share data):

		2002			2003
Net (loss) income as reported		$	(480	)	$	2,230
Compensation expense, net of related tax effects			249			297
Pro forma net (loss) income		$	(729	)	$	1,933
Basic earnings per share:
	As reported	$	(0.03	)	$	0.14
	Pro forma	$	(0.05	)	$	0.13
Diluted earnings per share:
	As reported	$	(0.03	)	$	0.14
	Pro forma	$	(0.05	)	$	0.12

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9. Subsequent Events

     Subsequent to December 31, 2003, we amended and increased our $240 million revolving credit facility. The revised agreement provides us a line of credit facility with asset based borrowing availability of up to $260 million and an additional $20 million in traditional floorplan borrowings. The amended facility has a three-year term, with two one-year renewal options. The amended facility adds an additional lender to the facility and maintains similar terms and conditions of the previous facility.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to our future economic performance, plans and objectives for future operations, and projections of revenue and other financial items that are based on our beliefs as well as assumptions made by and information currently available to us. Actual results could differ materially from those currently anticipated as a result of a number of factors, including those listed in “Business-Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2003.

General

     We are the largest recreational boat retailer in the United States with fiscal year 2003 revenue exceeding $607 million. Through 66 retail locations in 15 states, we sell new and used recreational boats and related marine products, including engines, trailers, parts, and accessories. We also arrange related boat financing, insurance, and extended warranty contracts; provide boat repair and maintenance services; and offer yacht or boat brokerage services.

     We were incorporated in Delaware in January 1998. We have significantly expanded our operations through the acquisition of 21 recreational boat dealers, two boat brokerage operations, and one full-service yacht repair facility since our formation. As a part of our acquisition strategy, we frequently engage in discussions with various recreational boat dealers regarding their potential acquisition by us. Potential acquisition discussions frequently take place over a long period of time and involve difficult business integration and other issues, including in some cases, management succession and related matters. As a result of these and other factors, a number of potential acquisitions that from time to time appear likely to occur do not result in binding legal agreements and are not consummated.

Application of Critical Accounting Policies

     We have identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results.

     In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of our financial condition and results of operations in the preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Revenue Recognition

     We recognize revenue from boat, motor, and trailer sales, and parts and service operations at the time the boat, motor, trailer, or part is delivered to or accepted by the customer or the service is completed. We recognize commissions earned from a brokerage sale at the time the related brokerage transaction closes. Commissions earned by us for placing notes with financial institutions in connection with customer boat financing are recognized when the related boat sales are recognized. Marketing fees earned on credit life, accident and disability, and hull insurance products sold by third-party insurance companies are also recognized when the related boat sale is recognized. Commissions earned on extended warranty service contracts sold on behalf of third-party companies are recognized at the later of customer acceptance of the service contract terms as evidenced by contract execution, or when the related boat sale is recognized.

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Vendor Consideration Received

     We account for consideration received from our vendors in accordance with Emerging Issues Task Force Issue No. 02-16, “Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor” (EITF 02-16). EITF 02-16 most significantly requires us to classify interest assistance received from manufacturers as a reduction of inventory cost and related cost of sales as opposed to netting the assistance against our interest expense incurred with our lenders. As a result of applying this standard and reviewing our new and existing contracts, interest expense increased by approximately $1.0 million and cost of sales decreased by approximately $1.0 million in the first quarter of our 2004 fiscal year.

Inventories

     New and used boat inventories are stated at the lower of cost, determined on a specific-identification basis, or market. Parts and accessories are stated at the lower of cost, determined on the first-in, first-out basis, or market. If the carrying amount of our inventory exceeds its fair value, we reduce the carrying amount to reflect fair value. We utilize our historical experience and current sales trends as the basis for our lower of cost or market analysis. If events occur and market conditions change, causing the fair value to fall below carrying value, further reductions may be required.

Valuation of Goodwill and Other Intangible Assets

     We account for goodwill and identifiable intangible assets in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS 142). Under this standard, we assess the impairment of goodwill and identifiable intangible assets at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the carrying amount of goodwill or an identifiable intangible asset exceeds its fair value, we would recognize an impairment loss. We measure any potential impairment based on various business valuation methodologies, including a projected discounted cash flow method. We have determined that our only acquired identifiable intangible assets are the dealer agreements, which are indefinite-lived intangibles. We completed the annual impairment test at June 30, 2003, which resulted in no impairment of goodwill or identifiable intangible assets. We will continue to test goodwill and identifiable intangible assets for impairment at least annually on June 30, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. To date, we have not recognized any impairment of goodwill or identifiable intangible assets in connection with SFAS 142. Net goodwill and identifiable intangible assets amounted to $50.5 million and $2.9 million, respectively, as of December 31, 2003.

Impairment of Long-Lived Assets

     We review property, plant, and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of its carrying amount to the undiscounted future net cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair market value. Estimates of expected future cash flows represent our best estimate based on currently available information and reasonable and supportable assumptions. Any impairment recognized is permanent and may not be restored. To date, we have not recognized any impairment of long-lived assets.

     For a more comprehensive list of our accounting policies, including those which involve varying degrees of judgment, see Note 3 – “Significant Accounting Policies” of Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2003.

Consolidated Results of Operations

     The following discussion compares the three months ended December 31, 2003 to the three months ended December 31, 2002 and should be read in conjunction with the Condensed Consolidated Financial Statements, including the related notes thereto, appearing elsewhere in this Report.

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Three Months Ended December 31, 2003 Compared to Three Months Ended December 31, 2002

     Revenue. Revenue increased $58.7 million, or 59.9%, to $156.7 million for the three months ended December 31, 2003 from $98.0 million for the three months ended December 31, 2002. Of this increase, $54.8 million was attributable to a 56% growth in comparable-store sales and $3.9 million was attributable to stores not eligible for inclusion in the comparable-store base. The increase in comparable-store sales resulted primarily from an increase in our large boat and yacht sales and revenue from new product lines. Increased sales of used boats, finance, insurance, service, and parts products also contributed to the increase in comparable-store sales.

     Gross Profit. Gross profit increased $11.4 million, or 48.4%, to $35.1 million for the three months ended December 31, 2003 from $23.7 million for the three months ended December 31, 2002. Gross profit as a percentage of revenue decreased to 22.4% in 2003 from 24.1% in 2002. This decrease was primarily attributable to increased sales of larger boats, which historically carry lower gross profits, partially offset by parts and service revenue, which generally yield higher gross profits than boat sales.

     Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased $6.2 million, or 26.1%, to $30.0 million for the three months ended December 31, 2003 from $23.8 million for the three months ended December 31, 2002. Selling, general, and administrative expenses as a percentage of revenue decreased to 19.2% in 2003 from 24.3% in 2002. The decrease in selling, general, and administrative expenses as a percentage of revenue was primarily attributable to increased revenue and additional leveraging of our expense structure due to our comparable-store sales increase. This decrease was partially offset by an increased level of operations compared to that of the prior year.

     Interest Expense. Interest expense increased $826,000, or 130.5%, to $1.5 million for the three months ended December 31, 2003 from $633,000 for the three months ended December 31, 2002. Interest expense as a percentage of revenue increased to 0.9% in 2003 from 0.7% in 2002. The primary increase in total interest charges was primarily the result of the impact of EITF 02-16, which most significantly requires us to classify interest assistance received from manufacturers as a reduction of inventory cost and related cost of sales as opposed to netting the assistance against our interest expense incurred with our lenders. Increased borrowings associated with our revolving credit facility also contributed to the increase in total interest charges. This increase was partially offset by a more favorable interest rate environment.

     Income Tax (Benefit) Provision. Income taxes increased $1.7 million to $1.4 million for the three months ended December 31, 2003 from $(300,000) for the three months ended December 31, 2002. Our effective income tax rate remained constant at 38.5%.

Liquidity and Capital Resources

     Our cash needs are primarily for working capital to support operations, including new and used boats and related parts inventories, off-season liquidity, and growth through acquisitions and new store openings. These cash needs have historically been financed with cash from operations and borrowings under credit facilities. We depend upon dividends and other payments from our consolidated operating subsidiaries to fund our obligations and meet our cash needs. Currently, no agreements exist that restrict this flow of funds.

     For the three months ended December 31, 2002 and 2003, we generated cash flows from operating activities of approximately $4.8 million and $2.4 million, respectively. For the three months ended December 31, 2002, cash provided by operating activities was due primarily to inventory management, including the management of inventory financing. For the three months ended December 31, 2003, in addition to net income, cash provided by operating activities was due primarily to inventory management, including the management of inventory financing.

     For the three months ended December 31, 2002 and 2003, cash used in investing activities was approximately $1.6 million and $4.0 million, respectively. Cash used in investing activities was primarily used in business acquisitions and to purchase property and equipment associated with opening new or improving existing retail facilities.

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     For the three months ended December 31, 2002 and 2003, cash used in financing activities was approximately $319,000 and $232,000, respectively. Cash used in financing activities was primarily attributable to repayments on long-term debt.

     As of December 31, 2003, our indebtedness totaled approximately $216.8 million, of which approximately $21.8 million was associated with our real estate holdings and $195.0 million was associated with financing our inventory and working capital needs. At December 31, 2003, our additional available borrowings under the facility were approximately $25.0 million.

     In December 2001, we entered into a revolving credit facility that provides a line of credit with asset-based borrowing availability of up to $220 million. The facility also allows us $20 million in traditional floorplan borrowings. The facility, which has a three-year term with two one-year renewal options, replaces four separate line of credit facilities. In November 2002, we exercised the first of the two one-year renewal options, which the bank approved, extending the maturity date to December 2005. The facility accrues interest at a rate of LIBOR plus 175 to 260 basis points, which is determined in accordance with a performance pricing grid, as specified in the credit facility. Borrowings under the facility are pursuant to a borrowing base formula and are used primarily for working capital and inventory financing. The terms and conditions of the facility are similar to the terms and conditions of the prior separate line of credit facilities. Subsequent to December 31, 2003, we amended and increased our $240 million revolving credit facility. The revised agreement provides us a line of credit facility with asset based borrowing availability of up to $260 million and an additional $20 million in traditional floorplan borrowings. The amended facility has a three-year term, with two one-year renewal options. The amended facility adds an additional lender to the facility and maintains similar terms and conditions of the previous facility.

     As is common in our industry, we receive interest assistance directly from boat manufacturers, including Brunswick. The interest assistance programs vary by manufacturer and generally include periods of free financing or reduced interest rate programs. The interest assistance may be paid directly to us or our lender depending on the arrangements the manufacturer has established. EITF 02-16 most significantly requires us to classify interest assistance received from manufacturers as a reduction of inventory cost and related cost of sales as opposed to netting the assistance against our interest expense incurred with our lenders. See Item 2 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Application of Critical Accounting Policies – Vendor Consideration Received” for further discussion of this standard.

     During the quarter ended December 31, 2003, we issued a total of 56,670 shares of our common stock in conjunction with our Incentive Stock Plan and Employee Stock Purchase Plan. Our Incentive Stock Plan provides for the grant of incentive and non-qualified stock options to acquire our common stock, the grant of common stock, the grant of stock appreciation rights, and the grant of other cash awards to key personnel, directors, consultants, independent contractors, and others providing valuable services to us. Our Employee Stock Purchase Plan is available to all our regular employees who have completed at least one year of continuous service.

     During the quarter ended December 31, 2003, we completed the acquisition of Emarine International, Inc. and Steven Myers, Inc. We acquired substantially all of the assets and assumed or retired certain liabilities, including the outstanding inventory floor plan obligations related to the new boat inventories, for approximately $305,000 in cash, including acquisition costs. The asset purchase agreement contains an earn out provision, which may impact the final purchase price annually, based on the future profits of the location through September 2005, assuming certain conditions and provisions are met.

     Except as specified in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in the attached condensed consolidated financial statements, we have no material commitments for capital for the next 12 months. We believe that our existing capital resources will be sufficient to finance our operations for at least the next 12 months, except for possible significant acquisitions.

Impact of Seasonality and Weather on Operations

     Our business, as well as the entire recreational boating industry, is highly seasonal, with seasonality varying in different geographic markets. With the exception of Florida, we generally realize significantly lower sales in the

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quarterly period ending December 31, with boat sales generally improving in January with the onset of the public boat and recreation shows. Our business could become substantially more seasonal as we acquire dealers that operate in colder regions of the United States.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     At December 31, 2003, approximately 94% of our short- and long-term debt bears interest at variable rates, generally tied to a reference rate such as the LIBOR rate or the prime rate of interest of certain banks. Changes in interest rates on loans from these financial institutions could affect our earnings due to interest rates charged on certain underlying obligations that are variable. At December 31, 2003, a hypothetical 100 basis point increase in interest rates on our variable rate obligations would result in an increase of approximately $2.0 million in annual pre-tax interest expense. This estimated increase is based upon the outstanding balances of all of our variable rate obligations and assumes no mitigating changes by us to reduce the outstanding balances or additional interest assistance that would be received from vendors due to the hypothetical interest rate increase.

     Products purchased from the Italy-based Ferretti Group are subject to fluctuations in the Euro to U.S. dollar exchange rate, which ultimately may impact the retail price at which we can sell such products. Accordingly, fluctuations in the value of the Euro as compared with the U.S. dollar may impact the price points at which we can sell profitably Ferretti Group products, and such price points may not be competitive with other product lines in the United States. Accordingly, such fluctuations in exchange rates ultimately may impact the amount of revenue or cost of goods sold, cash flows, and earnings we recognize for the Ferretti Group product line. The impact of these currency fluctuations could increase, particularly as our revenue from the Ferretti Group products increase as a percentage of our total revenue. We cannot predict the effects of exchange rate fluctuations on our operating results. We do not currently intend to engage in foreign currency exchange hedging transactions to manage our foreign currency exposure. If and when we do engage in foreign currency exchange hedging transactions, we cannot assure that our strategies will adequately protect our operating results from the effects of exchange rate fluctuations.

ITEM 4. CONTROLS AND PROCEDURES

     We have evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 31, 2003. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have each concluded that our disclosure controls and procedures are effective to ensure that we record, process, summarize, and report information required to be disclosed by us in our quarterly reports filed under the Securities Exchange Act within the time periods specified by the Securities and Exchange Commission’s rules and forms. During the quarterly period covered by this report, there have not been any changes in our internal controls over financial reporting that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

     Subsequent to the date of their evaluation, there have not been any significant changes in our internal controls or in other facts that could significantly affect these controls, including any corrective action with regard to significant deficiencies and material weaknesses.

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

               Not applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

               Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

               Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Our 2004 Annual Meeting of Stockholders was held on February 5, 2004. The following nominees were elected to our Board of Directors to serve as Class III directors for three-year terms expiring in 2007, or until their successors are elected and qualified, or until their earlier resignation or removal:

Nominee	Votes in Favor		Opposed		Abstained		Broker Non-Vote
Gerald M. Benstock		14,156,556		349,669		—		—
Dean S. Woodman		14,157,006		349,219		—		—

The following directors’ terms of office continued after the 2004 Annual Meeting of Stockholders: Robert D. Basham, John B. Furman, Robert S. Kant, William H. McGill Jr., and Michael H. McLamb.

Additionally, our stockholders ratified the appointment of Ernst & Young LLP as our independent certified public accountants for the fiscal year ending September 30, 2004:

Votes in Favor	Opposed		Abstained		Broker Non-Vote
14,472,351		32,900		974		—

ITEM 5. OTHER INFORMATION

               Not applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits

10.17(a)	Amendment dated as of January 30, 2004, to the Credit and Security Agreement dated as of December 18, 2001, among the Registrant and its subsidiaries, as Borrowers, and KeyBank National Association, Bank of America, N.A., Successor by Merger to Banc of America Specialty Finance, Inc., and various other lenders, as Lenders.
10.18	Form of Hatteras Sales and Service Agreement
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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          (b) Reports on Form 8-K

1.	Current Report on Form 8-K dated October 23, 2003, indicated in Item 9 of the press release issued by MarineMax, Inc. dated October 23, 2003, reporting the financial results of its fourth quarter and fiscal year ended September 30, 2003.
2.	Current Report on Form 8-K dated October 30, 2003, indicated in Item 5 of the press release issued by MarineMax, Inc. dated October 30, 2003, announcing the sale of its shares of common stock held by a retired executive and former director of the Company.

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SIGNATURES

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MARINEMAX INC.
February 16, 2004	By:	/s/ Michael H. McLamb
	Michael H. McLamb Executive Vice President, Chief Financial Officer, Secretary, and Director (Principal Accounting and Financial Officer)

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EXHIBIT INDEX

10.17(a)	Amendment dated as of January 30, 2004, to the Credit and Security Agreement dated as of December 18, 2001, among the Registrant and its subsidiaries, as Borrowers, and KeyBank National Association, Bank of America, N.A., Successor by Merger to Banc of America Specialty Finance, Inc., and various other lenders, as Lenders.
10.18	Form of Hatteras Sales and Service Agreement
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-10.17.(A) 3 p68777exv10w17wxay.txt EXHIBIT 10.17(A) EXHIBIT 10.17(a) AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT This Amendment No. 2 to Credit and Security Agreement (this "Amendment") is entered into as of January 30, 2004, by and among MARINEMAX, INC., a Delaware corporation and each of the other Borrowers set forth on Schedule I attached hereto and by the reference incorporated herein (collectively, "Borrowers"), and KEYBANK NATIONAL ASSOCIATION, a national banking association, BANK OF AMERICA, N.A., SUCCESSOR BY MERGER TO BANC OF AMERICA SPECIALTY FINANCE, INC., a national banking association, TRANSAMERICA COMMERCIAL FINANCE CORPORATION, a Delaware corporation, GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION formerly known as Deutsche Financial Services Corporation, a Nevada corporation, and NATIONAL CITY BANK, a national banking association (collectively, "Lenders"), amending that Credit and Security Agreement dated as of December 18, 2001, by and among Borrowers and Lenders, as amended by Amendment No. 1 to Credit and Security Agreement dated as of December 10, 2002, by and among Borrowers and Lenders (collectively, the "Agreement"). Unless otherwise defined in this Amendment, all defined terms used in this Amendment shall have the meaning ascribed to such terms in the Agreement. This 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 Amendment. 2. Amendments to the Agreement. A. The Lenders listed in the introductory paragraph of the Agreement shall be modified to read as follows: 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., SUCCESSOR BY MERGER TO BANC OF AMERICA SPECIALTY FINANCE, INC., 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, TRANSAMERICA COMMERCIAL FINANCE CORPORATION, a Delaware corporation ("Transamerica"), GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, formerly known as DEUTSCHE FINANCIAL SERVICES CORPORATION, a Nevada corporation ("GE Commercial") and NATIONAL CITY BANK, a national banking association ("National City") (KeyBank, BOA, Transamerica, GE Commercial, National City, and such other financial institutions, collectively, the "Lenders"). B. The definition of "Borrowing Base" in Section 1.01 is deleted in its entirety and replaced by the following: "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 (other than the Real Estate Subsidiaries): (a) the sum of (1) one hundred percent (100%) 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, and (2) 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 more than three hundred sixty-five (365) days, but not more than seven hundred thirty (730) 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) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Hatteras Yachts and the Eligible Used Inventory of Hatteras Yachts shall not exceed in the aggregate fifty million dollars ($50,000,000); (C) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Ferretti Yachts and the Eligible Used Inventory of Ferretti Yachts shall not exceed in the aggregate fifty million dollars ($50,000,000); and (D) the amount includable in the Borrowing Base on account of (i) the Eligible New Inventory of Hatteras Yachts and Ferretti Yachts and (ii) the Eligible Used Inventory of Hatteras Yachts and Ferretti Yachts shall not exceed in the aggregate seventy million dollars ($70,000,000). (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 funded amount of the outstanding Advances; (B) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Hatteras Yachts and the Eligible Used Inventory of Hatteras Yachts shall not exceed in the aggregate fifty million dollars ($50,000,000); (C) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Ferretti Yachts and the Eligible Used Inventory of Ferretti Yachts shall not exceed in the aggregate fifty million dollars ($50,000,000); and (D) the amount includable in the Borrowing Base on account of (i) the Eligible New Inventory of Hatteras Yachts and Ferretti Yachts and (ii) the Eligible Used Inventory of Hatteras Yachts and Ferretti Yachts shall not exceed in the aggregate seventy million dollars ($70,000,000); (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 twenty million dollars ($20,000,000); and (d) the lesser of (1) eight million dollars ($8,000,000), 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. 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. C. The definition of "Commitment Amount" in Section 1.01 is deleted in its entirety and replaced by the following: "Commitment Amount" shall mean two hundred sixty million dollars ($260,000,000), the maximum aggregate amount of the Commitment; provided, however, that if the Borrowers exercise their right to reduce the Commitment in part pursuant to Section 2.04 of this Agreement, then after the effective date of such partial reduction the Commitment Amount shall be the original Commitment Amount less all portions of the Commitment theretofore cancelled by the Borrowers. D. The definition of "Ferretti Yachts" is added to Section 1.01 to read as follows: "Ferretti Yachts" shall mean boats, vessels, and yachts manufactured by Ferretti Group, including, without limitation, the Ferretti, Pershing, Riva, Custom Line, Apreamare, Bertram, Mochi Craft and CRN product lines. E. The definition of "Lenders" in Section 1.01 is deleted in its entirety and replaced by the following: Lenders" shall mean (a) KeyBank, BOA, Transamerica, GE Commercial and National City, (b) any Affiliate or Affiliates to which any of the institutions named in (a) above shall assign its interests under this Agreement in the manner permitted by Section 9.04, (c) any additional lenders hereafter admitted in accordance with Section 9.05 of this Agreement, and (d) any replacement lenders hereafter admitted in accordance with Section 9.06 of this Agreement. F. The definition of "Termination Date" in Section 1.01 is deleted in its entirety and replaced by the following: "Termination Date" shall mean December 15, 2006; 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. G. Section 2.01 is deleted in its entirety and replaced by the following: 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. (2) In addition to the other restrictions set forth in this Agreement (whether in the definition of "Borrowing Base" or elsewhere): (A) the amount includable in the Borrowing Base on account of Eligible Used Inventory shall never exceed twenty-five percent (25%) of the aggregate funded amount of the outstanding Advances; (B) the amount includable in the Borrowing Base on account of Eligible Accounts shall never exceed twenty million dollars ($20,000,000); (C) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Hatteras Yachts and the Eligible Used Inventory of Hatteras Yachts shall not exceed in the aggregate fifty million dollars ($50,000,000); (D) the amount includable in the Borrowing Base on account of both the Eligible New Inventory of Ferretti Yachts and the Eligible Used Inventory of Ferretti Yachts shall not exceed in the aggregate fifty million dollars ($50,000,000); (E) the amount includable in the Borrowing Base on account of (i) the Eligible New Inventory of Hatteras Yachts and Ferretti Yachts and (ii) the Eligible Used Inventory of Hatteras Yachts and Ferretti Yachts shall not exceed in the aggregate seventy million dollars ($70,000,000); (F) 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); and (G) the amount includable in the Borrowing Base on account of Eligible Parts Inventory shall never exceed eight million dollars ($8,000,000). (3) 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. (b) Lenders and Pro Rata Percentages. Until such time as additional or replacement Lenders are added in the manner contemplated by Section 9.05 or Section 9.06 of this Agreement, the respective initial Pro Rata Percentages of the initial Lenders in the Commitment shall be as follows:

Lender Pro Rata Percentage - ------ ------------------- KeyBank 26.9230769% BOA 26.9230769% Transamerica 19.2307693% National City 15.3846154% GE Commercial 11.5384615% ----------- TOTAL 100.0000000%

Each Lender shall have the right to participate a portion of its Pro Rata Percentage of the Advances and the Commitment and to assign their Pro Rata Percentage in the Advances and the Commitment in the manner permitted by Section 9.04 of this Agreement. (c) Use of Advances. The Borrowers may use the proceeds of Advances to fund the Borrowers' acquisition of Inventory, for working capital purposes and for other general corporate purposes of the Borrowers. (d) Periodic Statements. The Administrative Agent will send the Company statements from time to time listing the amount of each Advance. If Borrowers do not agree with a statement, they must immediately notify the Administrative Agent in writing of the objections. The Borrowers' failure to notify the Administrative Agent of an objection within ten (10) Business Days shall constitute an acceptance of the statement. H. Section 9.02 is deleted in its entirety and replaced by the following: 9.02. NOTICES. Unless otherwise provided herein, all notices, demands and other communications under the Loan Documents shall be in writing and shall be personally delivered, or sent by facsimile, national overnight courier service, or certified mail (postage prepaid), to the following addresses: (a) If to Borrowers: MarineMax, Inc. 18167 U.S. 19 North, Suite 499 Clearwater, Florida 33764 Attention: Michael McLamb Fax: (727) 531-0123 with a copy to: Robert S. Kant, Esq. Greenberg Traurig, LLP 2375 East Camelback Road Suite 700 Phoenix, Arizona 85016 Fax: (602) 445-8100 (b) If to KeyBank as the Administrative Agent or a Lender: KeyBank National Association 800 Superior Avenue, 9th Floor Mail Code OH-01-02-0920 Cleveland, Ohio 44144 Fax: (216) 272-7336 Attn: Kevin P. von Busch Senior Vice President with a copy to: Forrest Stanley, Esq. Sr. Vice Pres. & Assoc. General Counsel Mail Code OH-01-27-0200 KeyBank National Association 127 Public Square Cleveland, Ohio 44144 Fax: (216) 689-4107 (c) If to BOA as the Collateral Agent or as a Lender: BANK OF AMERICA, N.A., SUCCESSOR BY MERGER TO BANC OF AMERICA SPECIALTY FINANCE, INC. 1355 Windward Concourse Mail Code GA7-903-04-21 Alpharetta, GA 30005 Fax: (678) 339-9513 Attn: John Burns with a copy to: John D. Evans, Jr., Esq. Bank of America Corporation 9000 Southside Blvd. Building 100, 7th Floor Jacksonville, Florida 32256 Fax: (904) 464-5048 (d) If to Transamerica: Transamerica Commercial Finance Corporation 5595 Trillium Boulevard Hoffman Estates, Illinois 60192 Fax: (847) 747-3109 Attn: Robin Lyon (e) If to GE Commercial: GE Commercial Distribution Finance Corporation 5480 Corporate Drive #300 Troy, Michigan 48098 Fax: (248) 641-1488 Attn: Bruce VanWagoner Managing Director, Marine with a copy to: GE Commercial Distribution Finance Corporation 655 Maryville Center Drive St. Louis, Missouri 64141 Fax: (314) 523-3228 Attn: General Counsel (f) If to National City Bank: National City Bank 1900 East 9th Street Locator 01-2052 Cleveland Ohio 44114 Fax: (216) 222-2325 Attn: Alan M. Zang Senior Vice President with copy to: General Counsel National City Bank 1900 East 9th Street Locator 01-2174 Cleveland, Ohio 44114 Fax: (216) 222-9219 Attn: Jennifer Malkin, Esq. or to such other address as any party shall hereafter designate in written notice to the other party. All notices, demands and other communications will be effective when so personally delivered or sent by facsimile, one (1) Business Day after being sent by national overnight courier service, or five (5) days after being so mailed; provided, however, that notices to the Lenders pursuant to Article II hereof shall only be effective when received. H. The Borrowing Base Certificate attached to the Agreement is deleted in its entirety and replaced by the Borrowing Base Certificate attached hereto as Exhibit B. 3. Assignment. In accordance with Section 9.05 of the Agreement, each of KeyBank, BOA, Transamerica and GE Commercial hereby assign to National City that portion of its outstanding Advances that shall result in National City having a portion of the outstanding Advances that is the same as its Pro Rata Percentage of the Commitment Amount, as increased by this Amendment. 4. Effect on Agreement. Except as specifically amended and modified by this Amendment, all terms, conditions, covenants and agreements set forth in the Agreement shall remain in full force and effect. 5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one agreement. [The remainder of this page intentionally left blank] SCHEDULE I 1. MARINEMAX OF SOUTHEAST FLORIDA, LLC, a Delaware limited liability company 2. MARINEMAX OF MINNESOTA, INC., a Minnesota corporation 3. MARINEMAX OF SOUTHWEST FLORIDA, LLC, a Delaware limited liability company 4. MARINEMAX OF CENTRAL FLORIDA, LLC, a Delaware limited liability company 5. MARINEMAX OF SARASOTA, LLC, a Delaware limited liability company 6. MARINEMAX OF CALIFORNIA, INC., a California corporation 7. MARINEMAX OF ARIZONA, INC., an Arizona corporation 8. MARINEMAX MIDATLANTIC, LP, a Delaware limited partnership 9. MARINEMAX MOTOR YACHTS, LLC, a Delaware limited liability company 10. MARINEMAX OF LAS VEGAS, INC., a Delaware corporation 11. MARINEMAX OF NORTH CAROLINA, INC., a North Carolina corporation 12. MARINEMAX OF OHIO, INC., a Delaware corporation 13. MARINEMAX OF UTAH, INC., a Delaware corporation 14. MARINEMAX TX, L.P., a Texas limited partnership 15. MARINEMAX OF GEORGIA, INC., a Georgia corporation 16. BASSETT BOAT COMPANY, a Florida corporation 17. BASSETT REALTY, L.L.C., a Delaware limited liability company 18. C & N MARINE REALTY, L.L.C., a Delaware limited liability company 19. GULFWIND SOUTH REALTY, L.L.C., a Delaware limited liability company 20. HARRISON'S REALTY, L.L.C., a Delaware limited liability company 21. HARRISON'S REALTY CALIFORNIA, L.L.C., a Delaware limited liability company 22. MARINA DRIVE REALTY I, L.L.C., a Delaware limited liability company 23. MARINA DRIVE REALTY II, L.L.C., a Delaware limited liability company 24. WALKER MARINA REALTY, L.L.C., a Delaware limited liability company 25. DUMAS GP, L.L.C., a Delaware limited liability company 26. MARINEMAX NEW JERSEY GP, Inc., a Delaware corporation 27. MARINEMAX NJ PARTNERS, INC., a Delaware corporation 28. MARINEMAX OF NEW JERSEY HOLDINGS, INC., a Delaware corporation 29. MMX GP, LLC, a Delaware limited liability company 30. MMX HOLDINGS, LLC, a Delaware limited liability company 31. MMX INTERESTS, LLC, a Delaware limited liability company 32. MMX MEMBER, INC., a Delaware corporation 33. MMX PARTNERS, INC., a Delaware corporation 34. MMX VENTURES, LP, a Delaware limited partnership 35. 11502 DUMAS, INC., a Nevada corporation 36. DUMAS GP, INC., a Nevada corporation 37. NEWCOAST FINANCIAL SERVICES, INC., a Delaware corporation 38. MARINEMAX SERVICES, INC., a Delaware corporation 39. MARINEMAX U.S.A., INC., a Nevada corporation 40. DELAWARE AVLEASE, LLC, a Delaware limited liability company 41. MARINEMAX OF COLORADO, INC., a Delaware corporation 42. MARINEMAX INTERNATIONAL, LLC, a Delaware limited liability company IN WITNESS WHEREOF, this Amendment No. 2 to the Credit and Security Agreement is executed as of the date first set forth above. "BORROWERS" MARINEMAX, INC., a Delaware corporation By: ________________________________________ Michael H. McLamb Executive Vice President and Chief Financial Officer MARINEMAX OF SOUTHEAST FLORIDA, LLC, a Delaware limited liability company By: ________________________________________ Michael H. McLamb Manager MARINEMAX OF MINNESOTA, INC., a Minnesota corporation By: ________________________________________ Michael H. McLamb Vice President MARINEMAX OF SOUTHWEST FLORIDA, LLC, a Delaware limited liability company By: ________________________________________ Michael H. McLamb Manager MARINEMAX OF CENTRAL FLORIDA, LLC, a Delaware limited liability company By: ________________________________________ Michael H. McLamb Manager MARINEMAX OF SARASOTA, LLC, a Delaware limited liability company By: ________________________________________ Michael H. McLamb Manager MARINEMAX OF CALIFORNIA, INC., a California corporation By: ________________________________________ Michael H. McLamb Assistant Vice President MARINEMAX OF ARIZONA, INC., an Arizona corporation By: ________________________________________ Michael H. McLamb Vice President MARINEMAX MIDATLANTIC, LP, a Delaware limited partnership By: MarineMax New Jersey GP, Inc., its general partner By: __________________________________ Michael H. McLamb Vice President MARINEMAX MOTOR YACHTS, LLC, a Delaware limited liability company By: ________________________________________ Michael H. McLamb Manager MARINEMAX OF LAS VEGAS, INC., a Delaware corporation By: ________________________________________ Michael H. McLamb Treasurer MARINEMAX OF NORTH CAROLINA, INC., a North Carolina corporation By: ________________________________________ Michael H. McLamb Vice President MARINEMAX OF OHIO, INC., a Delaware corporation By: ________________________________________ Michael H. McLamb Vice President MARINEMAX OF UTAH, INC., a Delaware corporation By: ________________________________________ Michael H. McLamb Vice President MARINEMAX TX, L.P., a Texas limited partnership By: Dumas GP, L.L.C., its general partner By: 11502 Dumas, Inc., its sole member By: ______________________________ Kurt M. Frahn Secretary MARINEMAX OF GEORGIA, INC., a Georgia corporation By: ________________________________________ Michael H. McLamb Vice President BASSETT BOAT COMPANY, a Florida corporation By: ________________________________________ Michael H. McLamb Vice President BASSETT REALTY, L.L.C., a Delaware limited liability company By: MarineMax, Inc., its sole member By: ___________________________________ Michael H. McLamb Executive Vice President and Chief Financial Officer C & N MARINE REALTY, L.L.C., a Delaware limited liability company By: MarineMax, Inc., its sole member By: ___________________________________ Michael H. McLamb Executive Vice President and Chief Financial Officer GULFWIND SOUTH REALTY, L.L.C., a Delaware limited liability company By: MarineMax, Inc., its sole member By: __________________________________ Michael H. McLamb Executive Vice President and Chief Financial Officer HARRISON'S REALTY, L.L.C., a Delaware limited liability company By: MarineMax, Inc., its sole member By: __________________________________ Michael H. McLamb Executive Vice President and Chief Financial Officer HARRISON'S REALTY CALIFORNIA, L.L.C., a Delaware limited liability company By: MarineMax, Inc., its sole member By: __________________________________ Michael H. McLamb Executive Vice President and Chief Financial Officer MARINA DRIVE REALTY I, L.L.C., a Delaware limited liability company By: MarineMax, Inc., its sole member By: __________________________________ Michael H. McLamb Executive Vice President and Chief Financial Officer MARINA DRIVE REALTY II, L.L.C., a Delaware limited liability company By: MarineMax, Inc., its sole member By: __________________________________ Michael H. McLamb Executive Vice President and Chief Financial Officer WALKER MARINA REALTY, L.L.C., a Delaware limited liability company By: MarineMax, Inc., its sole member By: __________________________________ Michael H. McLamb Vice President and Chief Financial Officer DUMAS GP, L.L.C., a Delaware limited liability company By: 11502 Dumas, Inc., its sole member By: __________________________________ Kurt M. Frahn Secretary MARINEMAX NEW JERSEY GP, INC., a Delaware corporation By: ________________________________________ Michael H. McLamb Vice President MARINEMAX NJ PARTNERS, INC., a Delaware corporation By: ________________________________________ Michael H. McLamb Vice President MARINEMAX OF NEW JERSEY HOLDINGS, INC., a Delaware corporation By: ________________________________________ Michael H. McLamb Vice President MMX GP, LLC, a Delaware limited liability company By: _______________________________ Kurt M. Frahn Authorized Representative MMX HOLDINGS, LLC, a Delaware limited liability company By: ________________________________________ Kurt M. Frahn Authorized Representative MMX INTERESTS, LLC, a Delaware limited liability company By: ________________________________________ Kurt M. Frahn Authorized Representative MMX MEMBER, INC., a Delaware corporation By: ________________________________________ Kurt M. Frahn Authorized Representative MMX PARTNERS, INC., a Delaware corporation By: ________________________________________ Kurt M. Frahn Authorized Representative MMX VENTURES, LP, a Delaware limited partnership By: MMX GP, LLC, its general partner By: __________________________________ Kurt M. Frahn Authorized Representative 11502 DUMAS, INC., a Nevada corporation By: ________________________________________ Kurt M. Frahn Secretary DUMAS GP, INC., a Nevada corporation By: ________________________________________ Kurt M. Frahn Secretary NEWCOAST FINANCIAL SERVICES, INC., a Delaware corporation By: ________________________________________ Michael H. McLamb Vice President MARINEMAX SERVICES, INC., a Delaware corporation By: ________________________________________ Michael H. McLamb Vice President MARINEMAX U.S.A., INC., a Nevada corporation By: ________________________________________ Kurt M. Frahn Secretary DELAWARE AVLEASE, LLC, a Delaware limited liability company By: ________________________________________ Michael H. McLamb Vice President MARINEMAX OF COLORADO, INC., a Delaware corporation By: ________________________________________ Michael H. McLamb Vice President MARINEMAX INTERNATIONAL, LLC, a Delaware limited liability company By: ________________________________________ Michael H. McLamb Vice President "LENDERS" KEYBANK NATIONAL ASSOCIATION By:_________________________________________ Name:___________________________________ Title:__________________________________ BANK OF AMERICA, N.A., SUCCESSOR BY MERGER TO BANC OF AMERICA SPECIALTY FINANCE, INC. By:_________________________________________ Name:___________________________________ Title:__________________________________ TRANSAMERICA COMMERCIAL FINANCE CORPORATION By:_________________________________________ Name:___________________________________ Title:__________________________________ GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION, formerly known as Deutsche Financial Services Corporation By:_________________________________________ Name:___________________________________ Title:__________________________________ NATIONAL CITY BANK, a national banking association By:_________________________________________ Name:___________________________________ Title:__________________________________ EX-10.18 4 p68777exv10w18.txt EXHIBIT 10.18 EXHIBIT 10.18 HATTERAS SALES AND SERVICE AGREEMENT THIS AGREEMENT (which includes the attached addendum, exhibits and attachments contained herein) made this 1st day of July, 2003 between HATTERAS YACHTS DIVISION of Brunswick Corporation, a Delaware corporation, (hereinafter referred to as "Hatteras"), having its principal place of business at 110 North Glenburnie Road, New Bern, North Carolina 28560, and MarineMax Motor Yachts, LLC, with its principal place of business at 825 NE 3rd Street, Dania, FL 33004 a Limited Liability Corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as "Dealer") and its parent corporation, MarineMax Inc. a Delaware Corporation with its principal place of business at 18167 US 19 North, Suite 499, Clearwater, FL 33764 (hereforth referral to as "MarineMax"), whereby in consideration of the mutual covenants herein contained, it is agreed as follows: 1. Appointment of Dealers: Hatteras hereby appoints Dealer as a non-exclusive dealer for the retail sale, display, and servicing of the following Hatteras product(s) and repair parts (hereinafter "Product" or "Products") as specified in the Hatteras 2004 Agreement and Dealer Programs applicable to Hatteras dealers selling comparable Products (hereinafter referred to as "Agreement"), from the below described Dealer Location(s), which Products shall be purchased only from Hatteras or an authorized Hatteras dealer. Hatteras reserves the right to make sales to purchasers and to appoint other Dealers to sell Products within the defined marketing territory set forth in Paragraph 2 below (hereinafter referred to as the "Territory"):

Dealer Hatteras 50' - 70' Convertibles, Parts and Accessories ______ ______ 82' - 90' Convertibles, Parts and Accessories ______ ______ 63' - 80' Motor Yachts, Parts and Accessories ______ ______ 84' - 100' Motor Yachts, Parts and Accessories ______ ______

Notwithstanding the above provisions, during the term of this Agreement, and provided that Dealer is in compliance with the material obligations, performance standards, terms, conditions, and covenants as specified in this Agreement and any modifications, Hatteras shall not appoint another or other dealers to sell Product from a dealer location that is within the Territory. Hatteras will not sell direct in the assigned Territory without prior consultation, subject to the attached Addendum. *Both parties must initial the product descriptions to be included in this Agreement. 2. Location: Dealer shall sell at retail, display, and service Products only at and from the following non-exclusive location(s) ("Dealer Location(s)"), which Dealer Location(s) are both sales and service unless otherwise specified hereto in writing:

Sales Location Service Location -------------- ---------------- 350 SW Monterey Road, Stuart, FL 350 SW Monterey Road, Stuart, FL 2340 S.W. Palm City Road, Stuart, FL 2340 S.W. Palm City Road, Stuart, FL 18025 US 19 North, Clearwater, FL 18025 US 19 North, Clearwater, FL 14070 McGregor Blvd., Fort Myers, FL 14070 McGregor Blvd., Fort Myers, FL 1146 6th Avenue South, Naples, FL 2550 S Bayshore Drive #1, Coconut Grove, FL Pier 66, 2301 SE 17th Street, Ft. Lauderdale, FL 3344 Lakeshore Blvd., Jacksonville, FL 3344 Lakeshore Blvd., Jacksonville, FL 825 NE 3rd Street, Dania, FL 490 Taylor Lane, Dania, FL 490 Taylor Lane, Dania, FL 31 Ocean Reef Drive #A-100, Key Largo, FL 1601 Ken Thompson Pky., Sarasota, FL 1601 Ken Thompson Pky., Sarasota, FL 3200 Matecumbe Key Road, Punta Gorda, FL 1485 Tamiami Trail South, Venice, FL 1485 Tamiami Trail South, Venice, FL 7090 Placida Road, Cape Haze, FL 7090 Placida Road, Cape Haze, FL

and Dealer shall concentrate its sales and service effort to within the following Territory: Comprised of an area beginning at Nassau County, Florida south through the Keys, north to the Georgian state line and west to the Apalachicola River and including Liberty, Franklin and Gasden County, FL, except as noted in the Addendum. Dealer shall not delete, change or add to the above Dealer Location(s) without the prior written consent of Hatteras, which consent shall not be unreasonably withheld, and Hatteras may consider any relevant factors and consequences as part of such approval process, including but limited to the Dealer's qualifications, abilities and financial capabilities to perform the Agreement obligations and to operate the business from the proposed Dealer location, applicable legal restrictions, and the effect such a grant would have on the resulting Territory configuration and adjacent Hatteras dealer sales. Dealer will not sell Products for use by or to a purchaser located outside of the country in which the Dealer is located, except as noted in the attached Addendum, or to others for the purpose of resale without the prior written consent of Hatteras. Specifically, Dealer shall not utilize the services of a broker or similar agent to sell Product unless employed as a subcontractor of the Dealer or working for the Dealer subject to the terms and conditions of this Agreement and the policies of Hatteras. In addition, Dealer shall not sell, advertise, solicit for sale, or offer for resale Products outside of the Territory except Dealer may advertise in recognized and established marine publications with acceptable cross-territorial distribution, subject to the Addendum attached. Dealer agrees not to advertise price (with the exception of the current MSRP) of Hatteras' Products in any electronic media, newspaper, trade publications or other publication or medium that is cross territorial and/or distributed outside of the Territory. Dealer agrees to provide appropriate facilities and to assume full and complete managerial authority and responsibility for the display, retail sale and service of the Products at and from each Dealer Location, as appropriate. 3. Dealer's Responsibilities: Dealer agrees to: A. Devote its best efforts to appropriately promote, display, advertise and sell Products at each Dealer Location in accordance with the terms of this Agreement and all applicable federal, state and 2 local laws. Dealer shall display and utilize at each Dealer Location signs, graphics and image elements with Hatteras' Identification, as defined herein, subject to the requirements and approval by Hatteras, that will positively reflect the Hatteras image and promote the retail sale of the Products. B. Purchase and carry on hand a sufficient inventory of current Products and parts to meet the reasonable demand of customers. C. Maintain at each Dealer Location (unless a sales location only and then service is to be provided at another Dealer Location or associated and authorized Hatteras service facility) a service department that Dealer agrees to staff, train and equip to promptly and professionally service Products; and to maintain at said Location parts and supplies to properly service Products on a timely basis. D. Perform any and all necessary Product rigging, installation, inspection and Product orientation services prior to delivery to the purchaser as required by Hatteras and perform post-sale service of all Products originally sold by Dealer and brought to Dealer for service. Dealer shall advise all purchasers that dealers in other locations are not required to provide warranty and service work for the purchaser and all such work is the responsibility of Dealer. Dealer shall instruct the purchaser to contact it prior to moving the Product so arrangements for warranty or service work can be made. However, Dealer may be required to provide or arrange for warranty and service work for Product regardless of the area or condition of sale. Dealer will secure all Product inventory against weathering and damage and maintain inventory at all times in a like new and unused condition. E. Furnish each Product purchaser with Hatteras' Limited Warranty on new Products and with information and training as to the safe and proper operation and maintenance of the Product. F. Complete and submit Hatteras' Warranty Registration Card and Warranty Awareness Checklist immediately upon delivery of the Products to the purchaser and assist Hatteras in performing Products defect and recall campaigns. In the event Dealer fails to return said card to Hatteras as prescribed herein, Dealer agrees to indemnify Hatteras against any liability, loss or damage which Hatteras may sustain as a result of said failure. Hatteras will notify Dealer if Hatteras has not received the warranty registration card. G. Maintain complete Product sales and service records and report to Hatteras on a regular basis the name and address of each Product purchaser, upon request. H. Achieve Product sales and service performance in accordance with fair and reasonable standards and sales levels established by Hatteras from time to time as described in paragraph 14 below. I. (1) Submit complete and accurate annual financial statements for MarineMax within ninety (90) days after the end of MarineMax's fiscal or calendar year; (2) submit complete financial statements for MarineMax based on reporting following the quarter end; and, (3) consent to full and open disclosure of financial information concerning MarineMax and between Hatteras and any financial institution or company which finances all or part of Dealer's Product inventory. J. Conduct business in manner that preserves and enhances the reputation and goodwill of both Hatteras and Dealer for providing quality products and services, and submit to Hatteras truthful and accurate statements, reports and information. 3 K. Maintain an ability to purchase Product inventory via flooring and/or self-financing that is customary to the ability to carry on hand and display Hatteras' current Product models as indicated on Exhibit A of this Agreement, except as noted in the attached Addendum. L. Allow the application of any rebates or account credits owed to Dealer as an offset against any losses, debts or monies owed to Hatteras by Dealer, including but not limited to losses or debts applicable to open Products accounts, unpaid retail show space, and to any losses relating to Dealer flooring or financing. M. Indemnify and hold harmless Hatteras, its parent, affiliates and subsidiaries who finance Dealer's Product inventory against any and all claims or losses whatsoever as a result of Dealer's failure to meet or comply with its obligations under this Agreement to Hatteras or to such indemnified financial institutions. N. Maintain a CSI rating to preserve Hatteras' image in the market place. O. Comply with those Dealer obligations that may be imposed or established for similar situated Dealers by Hatteras and which are included in this Agreement, annual Dealer Programs and policies and Hatteras' Internet Policy to the maximum extent permitted by applicable law. P. Maintain a financial condition which is adequate to satisfy and perform its obligations under this Agreement, including the ability to accept and floor plan trade-in products. Q. Maintain in confidence all Hatteras proprietary and confidential information which is disclosed to Dealer. R. Provide prior written notice to Hatteras if Dealer desires to make any change in Dealer's financing of its Product inventory or business and give Hatteras sufficient time to discuss and review with Dealer the effect of the proposed change. S. Notify Hatteras of any proposed change in the control or management of the Dealer and the addition or deletion of any Dealer Location(s). 4. Orders: Dealer agrees to submit orders to Hatteras in a manner and format prescribed by Hatteras, which orders shall be subject to Hatteras' current terms and conditions of sale. Any order which does not comply with Hatteras' terms and conditions need not be filled by Hatteras. Any additional or different terms submitted by Dealer will be void and of no effect. Dealer cancellation of orders will be subject to Hatteras' then current cancellation policy. All orders submitted by Dealer are subject to acceptance by Hatteras. 5. Prices: The Products (including parts) sold to the Dealer by Hatteras shall be on the basis of price lists published by Hatteras from time to time, less any applicable discounts allowed by Hatteras' programs applicable to Dealer. Hatteras shall have the right to revise the price lists or applicable discounts on programs at any time, except for any retail contracts that may have been approved by Hatteras or as otherwise reflected in the attached Addendums. Hatteras shall have no obligation to reimburse Dealer for any loss which Dealer may sustain by reason of any change in price, program, or discount. Terms of payment will be as specified from time to time by Hatteras. Dealer will pay Hatteras the lesser of 1.5% late charges per month on any past due invoice, or the maximum permitted by state law, unless contested in good faith. Hatteras may refuse shipment for any credit reason, including Dealer's failure to pay for a prior shipment. Dealer will reimburse Hatteras for all necessary costs in collecting past due accounts, including 4 attorney fees and court costs. Hatteras retains a security interest and lien on all Products sold to Dealer and all proceeds arising out of the sale of Products until Products are paid for in full in cash and Dealer hereby agrees to execute and/or file with appropriate government agencies such agreements and statements that reasonably may be requested by Hatteras to confirm and perfect such security interest. 6. Shipments: All shipments of Products shall be made FOB the Hatteras factory designated by Hatteras, at which time title shall pass. Dealer shall pay all applicable shipping, transportation, delivery and handling charges for Products ordered. If Dealer fails to accept delivery of any Products ordered, Dealer shall reimburse Hatteras for any costs incurred, including inventory carrying charges and resale costs incurred by Hatteras. If Hatteras ships Products not ordered by Dealer, Dealer shall have the right to refuse delivery, in which event Hatteras shall pay all costs incurred in returning same to Hatteras. Shipments shall be subject to Hatteras' production schedule and availability of materials or transportation equipment. No liability shall be sustained by Hatteras by reason of its not filling any order due to circumstances beyond its reasonable control such as, but not limited to, labor disputes, natural disasters, accidents to machinery, acts of God, acts of or threatened acts of war or terrorism, material shortages or regulations. 7. Risk of Loss: Risk of loss for Products ordered by Dealer shall pass to Dealer at the time the Products or part are tendered to the designated carrier at the Hatteras factory. Hatteras will arrange for insurance from the shipping point to the final delivery point. Dealer will be the loss payee on any claim. Hatteras will assist Dealer in the processing and collection of any claims against the carrier contracted by Hatteras. 8. Payment - Claims: All sales of Products to Dealer shall be paid for in advance by Dealer, unless otherwise agreed between Hatteras and Dealer. All claims for shortage or damages or unacceptable goods shall be made at the time of arrival of the shipment. The failure of Dealer to give such notification shall constitute a waiver of any such claim. Dealer shall cause to be paid or shall make reimbursement to Hatteras in full for any and all taxes, duties, or other charges imposed by federal, state, municipal or other governmental authority upon any purchase or sale under this Agreement. 9. Product Modification: Hatteras shall have the right to discontinue the sale of Products or to modify the design and components of Products at any time; provided, however, that Hatteras shall notify Dealer, prior to shipment, of any major design changes with respect to Products previously ordered by Dealer, except as noted in the attached Addendum. 10. Warranties: Dealer agrees to: A. Sell Products only on the basis of Hatteras' published applicable Limited Warranty and make no other warranty or representations concerning the Limited Warranty, express or implied, either verbally or in writing. B. Display at each Dealer Location that Product warranty information required by applicable law and furnish and make known to the first-use purchaser at the time of delivery the appropriate operations and maintenance manual provided by Hatteras, the Product installation instructions, if any, together with Hatteras' written limited warranty, including all disclaimers and limitations thereto. C. Expressly inform the purchaser in writing of the terms of the Hatteras Limited Warranty that no Hatteras warranty applies if the Product is "used", which includes personal or substantial demonstration (excluding reasonable sea trials and demos for prospective customers or for marketing purposes at Rendezvous) use by the Dealer unless Hatteras expressly authorizes such warranty in writing. 5 No Product warranty shall apply if the design or material of the Product is substantially modified without the express authorization of Hatteras in writing. D. Provide timely warranty service on all Product presented to Dealer by purchasers in accordance with Hatteras' then current warranty service program. Dealer agrees to make all claims for reimbursement under Hatteras' warranty service program in the manner prescribed by Hatteras. Hatteras may revise its warranty service program from time to time, providing Dealer with written notification of all revisions and those revisions will supersede all previous programs. E. Provide Hatteras with access to its books and records and provide such additional documentation which Hatteras may reasonably request to verify the accuracy of the warranty claims submitted to Hatteras by Dealer and the service provided by Dealer with regard to such warranty claims. In the event Hatteras finds errors in the aggregate greater than 5% for claims submitted by Dealer and paid by Hatteras, Hatteras may calculate the percentage rate of error, and using that percentage rate of error, extrapolate the amount owed to Hatteras for up to three (3) prior years of paid claims made by Hatteras to Dealer. Within thirty (30) days of such notice, Dealer shall either pay the extrapolated amount to Hatteras or pay the cost of a full audit by Hatteras or Hatteras' designee and pay to Hatteras that amount, if any, found to be owing to Hatteras as a result of such audit. If the audit is unfounded, then Hatteras agrees to pay for the audit. Hatteras agrees to honor all legitimate warranty claims on Products when made by purchaser through Dealer in the manner prescribed by Hatteras. Hatteras shall respond to all proper and legitimate warranty claims submitted by Dealer within the terms and conditions of the Hatteras Limited Warranty. Hatteras agrees to pay or credit all accepted and undisputed claims within thirty (30) days after receipt of all required documentation. 11. Indemnity for Boat Show Space Obtained from Hatteras. Hatteras on behalf of the Dealer may contract with and agree to indemnify boat show sponsors and other related parties for boat show space, Dealer hereby agrees to defend and indemnify Hatteras, and any boat show sponsor which Hatteras has agreed to indemnify, from any and all claims, causes of action and suits resulting from the acts or omissions of Dealer in setting up of boat show space originally obtained by Hatteras. 12. Repossession or Repurchase of Product by Hatteras: Dealer shall be liable to and reimburse Hatteras for any and all losses or deficiencies on the sale or disposition of any merchandise (including Products) purchased by Dealer pursuant to this Agreement which is repossessed or repurchased by Hatteras for any reason whatsoever, except as noted in the addendum and 16G. Dealer shall also be liable for any and all discounts, volume rebates or other sales incentives paid to Dealer on merchandise, repurchased, all attorney's fees, court costs and expenses incurred in connection with such repossession or repurchase, except as noted in Addendum. 13. Trademarks and Service Marks: Dealer acknowledges that Hatteras or its affiliated companies are the exclusive owners of various trademarks, service marks, trade designations and trade dress (collectively "Identification") which Hatteras uses in connection with Products and its business. Dealer is authorized to use Identification only in the manner prescribed by Hatteras, only in connection with the promotion and sale of Products and only until the expiration or termination of this Agreement. Dealer shall not use Identification in any manner that adversely reflects upon the reputation of Hatteras or in relation to any other matter that is a breach of this Agreement. Dealer shall not use Identification or advertise outside of the Territory without Hatteras' express written consent, except as outlined in the attached Addendum. Authorization shall not be interpreted as a license for use of Identification. Dealer acquires no proprietary rights with respect to Identification and this authorization shall terminate simultaneously with the termination or expiration of this Agreement. In the event of expiration or termination of this Agreement, Dealer shall immediately discontinue use of Identification in any way whatsoever and shall thereafter not use, either 6 directly or indirectly, any Identification or any confusingly similar Identification in a manner likely to confuse, mistake or deceive the public. 14. Performance Standards: Hatteras, after consultation with Dealer, may establish fair and reasonable standards of sales performance for the Dealership. Such standards are based on factors such as population, sales potential, market share percentage of the Products sold in the Territory as compared to competitive products sold in the Territory, economic conditions at the Dealer Location(s), competition from other marine dealerships in the area, past sales history, number of locations, and any special circumstances that may affect the sale of Products or the Dealer. Sales performance under this Agreement is agreed to as shown on attached Exhibit A, the Dealer Commitment Acknowledgment and Addendum. s 15. No Agency Created: It is understood and agreed that Dealer is not, nor shall it at any time represent itself to be, the agent, employee, representative or franchisee of Hatteras. Dealer shall not enter into any contract or commitment in the name of or on behalf of Hatteras. Hatteras has no fiduciary duty to Dealer pursuant to the Agreement or the relationship between the parties. 16. Term of Agreement - Termination: A. Upon execution by Hatteras, the term of this Agreement shall be from July 1, 2003 until June 30, 2004 subject, however, to the provisions set forth below and in Paragraph 18 that provide for earlier termination and except as noted in the addendum. B. Hatteras will give at least sixty (60) days notice prior to expiration of the Agreement of its intent not to enter into a new Agreement with Dealer unless: (1) Dealer fails or refuses to place a minimum stocking order of the next model year's Products, or (2) Dealer fails to meet its financial obligations as they become due to either Hatteras or lender(s) financing Products. Dealer agrees to provide Hatteras written notice of its intent not to enter a new Agreement at least sixty (60) days prior to expiration of this Agreement. Neither party is under any obligation express or implied, to renew or extend this Agreement or to enter into a new Agreement upon expiration, except as outlined in the Addendum. Sale of Product to Dealer after termination shall not be deemed renewal or extension of this Agreement. C. This Agreement may be terminated at any time by the mutual consent of the parties. Either party may, upon thirty (30) days written notice to the other stating the reasons therefore, terminate this Agreement upon the other party's breaching or defaulting or failing to comply with any material obligation, covenant, representation, warranty or duty imposed herein that is applicable to such other party and is an essential condition of this Agreement, and provided that the breach or default has not been cured during the notification period. If the breach or default is not subject to cure (such as the commission of an act of bad faith), this Agreement may be terminated immediately, effective upon notice to the breaching or defaulting party. D. This Agreement may be immediately terminated by a party upon written notice to the other party if any of the following occur with regard to the other party: (1) the other party ceases to exist; (2) the other party becomes insolvent or takes or fails to take any action which constitutes an admission of inability to pay debts as they mature; (3) the other party makes a general assignment for the benefit of creditors to an agent authorized to liquidate any substantial amount of assets; (4) the other party becomes a subject of an "order for relief" within the meaning of the United States Bankruptcy Code; (5) the other party applies to a court for the appointment of a receiver for any assets or properties; or, (6) the other party makes a fraudulent misrepresentation that is material to this Agreement. 7 E. This Agreement may be terminated immediately by Hatteras upon the occurrence of those matters described in Paragraph 18.A. below. F. This Agreement may be terminated by Hatteras (notwithstanding and in addition to the provisions of subparagraph C and other subparagraphs) upon the giving of at least ten (10) days prior written notice to Dealer where there are unpaid sums due and owing to Hatteras that remain unpaid, in whole or part, at the end of such notice period, unless such amount is disputed in good faith by Dealer. G. On or before the termination of this Agreement, Dealer shall provide written notice to Hatteras of all unsold Products subject to possible repurchase by Hatteras or appropriate financial institution who financed Dealer's Product inventory, including Product serial numbers and the Dealer's net purchase price for each Product, except as outlined in the Addendum. Upon the termination of this agreement, except as noted in the Addendum, (including expiration and failure to enter into a new agreement), Dealer shall offer to sell to Hatteras or Hatteras' designee, at Dealer's net purchase price (not including transportation, insurance, freight or financing costs), less any discounts or rebates previously paid by Hatteras' program ("Dealer Purchase Price"), Dealer's entire stock of Products in a new and unused (non demo as described in paragraph 10 c) condition. Hatteras shall have thirty (30) days after the termination of this Agreement to accept Dealer's offer of sale, which acceptance shall be provided by a written notice given to dealer. If Hatteras terminates this Agreement prior to its expiration date without cause, Hatteras will offer to purchase Dealer's entire unsold stock of Products in a new and unused (non demo as described in paragraph 10c) condition at the Dealer Purchase Price, which offer must be accepted by a written notice provided to Hatteras within ten (10) days after termination of this Agreement. Except as expressly described herein, Hatteras shall not be obligated to repurchase Products if this Agreement is terminated or expires or is not renewed, except as noted in the attached Addendum. Dealer shall sell such Products to Hatteras or its designee, and such repurchase is conditional upon Dealer's ability to sell such Products, with good and merchantable title, free and clear of all liens and encumbrances. Dealer shall deliver all title documentation requested by Hatteras and Dealer shall execute a limited power of attorney on behalf of Hatteras for purposes of executing all necessary title documentation. Payment for purchased Product shall be, at Hatteras' option, by credit, offset or payment made to dealer within ten (10) days after Hatteras' acceptance of the purchased Product, subject as where noted with specific side agreements. H. If Hatteras terminates or Hatteras and Dealer mutually terminate this Agreement prior to its expiration date, provided the termination is not for quality of service, fraud, or financial instability or insolvency of Dealer, Hatteras will nevertheless continue to sell warranty parts and accessories for Products on a cash on delivery basis for a period not to exceed twelve (12) months from the warranty activation period of the last Hatteras Product delivered by the Dealer in order that Dealer may continue to provide warranty service on Products which have outstanding warranties. J. Any period of time described in the Agreement shall be modified to include such different period of time that may be required by applicable law. 17. Governing Law: This Agreement has been signed by Dealer on the date reflected below, and shall become binding upon the execution by Hatteras at its headquarters in North Carolina, U.S.A. This Agreement shall be governed, interpreted and construed according to the laws of the State of North Carolina, U.S.A., without regard to applicable conflicts of law. 18. Assignability: A. This appointment and Agreement is made and entered into with the distinct understanding that it is personal with Dealer and Dealer's affiliates and is not, whether by operation of law or 8 otherwise, assignable or in any part delegable or transferable unless the express written consent of Hatteras is obtained provided, however, that Dealer may assign the appointment and this Agreement to a subsidiary or affiliate without consent, by informing the assignment in writing to Hatteras. Unless first approved by Hatteras in writing, any purported assignment, delegation or subcontracting of Dealer's rights and obligations under this Agreement in contravention of this Agreement or any change in control in contravention of this Agreement may immediately render this Agreement, at Hatteras' option, terminated. Any unconsented to assignment in contravention of this Agreement shall, at Hatteras' option, be deemed void. 19. Notices: Any written notice given pursuant to this Agreement shall be either hand delivered (by courier or otherwise), or mailed, postage prepaid, by Registered or Certified Mail, return receipt requested, to the party at the respective principal place of business first above written. Notice may also be given by fax if a copy is also mailed in the manner described herein. Such notice shall be deemed to be given upon first receipt. A change of address may be given by such notice. 20. Entire Agreement - Non-Waiver - Separability: This Agreement and the attached Addendum contains the entire agreement between the parties with respect to the matters set forth herein and may not be amended or modified except by written instrument signed by Hatteras and Dealer that expressly states that the writing constitutes a rider or modification to this Agreement, provided that Hatteras may at its sole discretion and from time to time make changes to Dealer Programs and Hatteras' Internet Policy upon the giving of notice to Dealer. This Agreement and the Addendum attached hereto terminates and replaces all prior agreements made between the parties and there are no other agreements regarding the matters herein provided that each party shall remain obligated to the other for any monies owed under such prior agreements between the parties, and except for payments to be made to Dealer in the ordinary course of business there are no other monies, claims or actions which may give rise to or result in any compensation or monies being owed to Dealer by Hatteras. Failure on the part of Hatteras or Dealer to enforce any term of this Agreement shall not constitute a waiver thereof. Any provision of this Agreement which in any way contravenes or is unenforceable under applicable law shall not apply and shall be deemed separable and not to be a part of this Agreement without affecting the validity of the remaining provisions. The Hatteras Dealer Programs and Policies and their content as well as the Hatteras Internet Policy is incorporated herein by reference. Dealer represents to Hatteras that it is not aware of any claims, causes of action or disputes that it has or may assert against Hatteras that arise out of or have accrued prior to the effective date of this Agreement. Dealer further represents to Hatteras that Dealer has not breached or otherwise violated any material term or condition of any previous Agreement with Hatteras. 21. Guarantee: As a condition for Hatteras' entering into this Agreement, MarineMax has signed this document as evidence of its irrevocable guarantee of the Dealer's performance of all the financial duties and financial obligations provided for in this Agreement. 22. Disputes. All disputes, controversies or claims connected with, arising out of, or relating to this Agreement, or any modification, extension or renewal thereof, or to any causes of action that result from such relationship, shall be subject exclusively to the remedy of arbitration described herein, including but not limited to sums due under this Agreement, the interpretation, performance or nonperformance of this Agreement, and claim for damages or rescission, a breach or default of this Agreement, the creation, termination or nonrenewal of this Agreement (such as a dispute regarding the causes, validity or circumstances of the termination, nonextension, or nonrenewal), and trade regulations or antitrust claims, whether such controversies or claims are in law or equity or include claims based upon contract, statute, tort or otherwise. All controversies shall be conducted in accordance with the American Arbitration Association Commercial Arbitration Rules. 9 The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16, as amended, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of the arbitration shall be at Raleigh, North Carolina. Dealer consents to personal jurisdiction of such court, including the federal and state courts located in the State of North Carolina. The arbitrator is not empowered to and shall not award damages in excess of actual damages and in no event shall the arbitrator award punitive, special or consequential damages, or prejudgment interest. This Paragraph shall survive the expiration or termination of this Agreement. Except for sums owing to Hatteras all arbitration claims and proceedings must be instituted within one (1) year after the cause of action arises, and the failure to institute arbitration proceedings within such period shall constitute an absolute bar to the institution of any proceedings and a waiver and relinquishment of all such claims. 23. Miscellaneous: Except as expressly described to the contrary in this Agreement, the rights and remedies of each party are not exclusive and where consent or approval is to be given that party may withhold such consent or approval for any reason. 24. Confidentiality: Hatteras shall maintain in confidence all Dealer proprietary and confidential information which is disclosed to Hatteras. IN WITNESS WHEREOF, Hatteras and Dealer have executed this Agreement as of the date first above written. HATTERAS YACHTS DIVISION OF MarineMax Motor Yachts, LLC BRUNSWICK CORPORATION By: __________________________ By: _____________________________ Title: __________________________ Title: _____________________________ Date: __________________________ MarineMax, Inc. By: __________________________ Title: __________________________ Date: __________________________ 10 HATTERAS SALES AND SERVICE AGREEMENT THIS AGREEMENT (which includes the attached addendum, exhibits and attachments contained herein) made this 1st day of July, 2003 between HATTERAS YACHTS DIVISION of Brunswick Corporation, a Delaware corporation, (hereinafter referred to as "Hatteras"), having its principal place of business at 110 North Glenburnie Road, New Bern, North Carolina 28560, and MarineMax Motor Yachts, LLC, with its principal place of business at 2551 South Shore Harbor, Pier 13, League City, TX, 77573 a Limited Liability Corporation organized and existing under the laws of the State of Delaware (hereinafter referred to as "Dealer") and its parent corporation, MarineMax Inc. a Delaware Corporation with its principal place of business at 18167 US 19 North, Suite 499, Clearwater, FL 33764 (hereforth referral to as "MarineMax"), whereby in consideration of the mutual covenants herein contained, it is agreed as follows: 1. Appointment of Dealers: Hatteras hereby appoints Dealer as a non-exclusive dealer for the retail sale, display, and servicing of the following Hatteras product(s) and repair parts (hereinafter "Product" or "Products") as specified in the Hatteras 2004 Agreement and Dealer Programs applicable to Hatteras dealers selling comparable Products (hereinafter referred to as "Agreement"), from the below described Dealer Location(s), which Products shall be purchased only from Hatteras or an authorized Hatteras dealer. Hatteras reserves the right to make sales to purchasers and to appoint other Dealers to sell Products within the defined marketing territory set forth in Paragraph 2 below (hereinafter referred to as the "Territory"):

Dealer Hatteras 50' - 70' Convertibles, Parts and Accessories ______ ______ 82' - 90' Convertibles, Parts and Accessories ______ ______ 63' - 80' Motor Yachts, Parts and Accessories ______ ______ 84' - 100' Motor Yachts, Parts and Accessories ______ ______

Notwithstanding the above provisions, during the term of this Agreement, and provided that Dealer is in compliance with the material obligations, performance standards, terms, conditions, and covenants as specified in this Agreement and any modifications, Hatteras shall not appoint another or other dealers to sell Product from a dealer location that is within the Territory. Hatteras will not sell direct in the assigned Territory without prior consultation, subject to the attached Addendum. *Both parties must initial the product descriptions to be included in this Agreement. 11 2. Location: Dealer shall sell at retail, display, and service Products only at and from the following non-exclusive location(s) ("Dealer Location(s)"), which Dealer Location(s) are both sales and service unless otherwise specified hereto in writing:

Sales Location Service Location -------------- ---------------- 2551 South Shore Harbor, Pier 13, League City, TX 2551 South Shore Harbor, Pier 13, League City, TX 3001 Nasa Road One, Seabrook, TX

and Dealer shall concentrate its sales and service effort to within the following Territory: Texas Dealer shall not delete, change or add to the above Dealer Location(s) without the prior written consent of Hatteras, which consent shall not be unreasonably withheld, and Hatteras may consider any relevant factors and consequences as part of such approval process, including but limited to the Dealer's qualifications, abilities and financial capabilities to perform the Agreement obligations and to operate the business from the proposed Dealer location, applicable legal restrictions, and the effect such a grant would have on the resulting Territory configuration and adjacent Hatteras dealer sales. Dealer will not sell Products for use by or to a purchaser located outside of the country in which the Dealer is located, except as noted in the attached Addendum, or to others for the purpose of resale without the prior written consent of Hatteras. Specifically, Dealer shall not utilize the services of a broker or similar agent to sell Product unless employed as a subcontractor of the Dealer or working for the Dealer subject to the terms and conditions of this Agreement and the policies of Hatteras. In addition, Dealer shall not sell, advertise, solicit for sale, or offer for resale Products outside of the Territory except Dealer may advertise in recognized and established marine publications with acceptable cross-territorial distribution, subject to the Addendum attached. Dealer agrees not to advertise price (with the exception of the current MSRP) of Hatteras' Products in any electronic media, newspaper, trade publications or other publication or medium that is cross territorial and/or distributed outside of the Territory. Dealer agrees to provide appropriate facilities and to assume full and complete managerial authority and responsibility for the display, retail sale and service of the Products at and from each Dealer Location, as appropriate. 3. Dealer's Responsibilities: Dealer agrees to: A. Devote its best efforts to appropriately promote, display, advertise and sell Products at each Dealer Location in accordance with the terms of this Agreement and all applicable federal, state and local laws. Dealer shall display and utilize at each Dealer Location signs, graphics and image elements with Hatteras' Identification, as defined herein, subject to the requirements and approval by Hatteras, that will positively reflect the Hatteras image and promote the retail sale of the Products. B. Purchase and carry on hand a sufficient inventory of current Products and parts to meet the reasonable demand of customers. C. Maintain at each Dealer Location (unless a sales location only and then service is to be provided at another Dealer Location or associated and authorized Hatteras service facility) a service department that Dealer agrees to staff, train and equip to promptly and professionally service Products; and to maintain at said Location parts and supplies to properly service Products on a timely basis. D. Perform any and all necessary Product rigging, installation, inspection and Product orientation services prior to delivery to the purchaser as required by Hatteras and perform post-sale service 12 of all Products originally sold by Dealer and brought to Dealer for service. Dealer shall advise all purchasers that dealers in other locations are not required to provide warranty and service work for the purchaser and all such work is the responsibility of Dealer. Dealer shall instruct the purchaser to contact it prior to moving the Product so arrangements for warranty or service work can be made. However, Dealer may be required to provide or arrange for warranty and service work for Product regardless of the area or condition of sale. Dealer will secure all Product inventory against weathering and damage and maintain inventory at all times in a like new and unused condition. E. Furnish each Product purchaser with Hatteras' Limited Warranty on new Products and with information and training as to the safe and proper operation and maintenance of the Product. F. Complete and submit Hatteras' Warranty Registration Card and Warranty Awareness Checklist immediately upon delivery of the Products to the purchaser and assist Hatteras in performing Products defect and recall campaigns. In the event Dealer fails to return said card to Hatteras as prescribed herein, Dealer agrees to indemnify Hatteras against any liability, loss or damage which Hatteras may sustain as a result of said failure. Hatteras will notify Dealer if Hatteras has not received the warranty registration card. G. Maintain complete Product sales and service records and report to Hatteras on a regular basis the name and address of each Product purchaser, upon request. H. Achieve Product sales and service performance in accordance with fair and reasonable standards and sales levels established by Hatteras from time to time as described in paragraph 14 below. I. (1) Submit complete and accurate annual financial statements for MarineMax within ninety (90) days after the end of MarineMax's fiscal or calendar year; (2) submit complete financial statements for MarineMax based on reporting following the quarter end; and, (3) consent to full and open disclosure of financial information concerning MarineMax and between Hatteras and any financial institution or company which finances all or part of Dealer's Product inventory. J. Conduct business in manner that preserves and enhances the reputation and goodwill of both Hatteras and Dealer for providing quality products and services, and submit to Hatteras truthful and accurate statements, reports and information. K. Maintain an ability to purchase Product inventory via flooring and/or self-financing that is customary to the ability to carry on hand and display Hatteras' current Product models as indicated on Exhibit A of this Agreement, except as noted in the attached Addendum. L. Allow the application of any rebates or account credits owed to Dealer as an offset against any losses, debts or monies owed to Hatteras by Dealer, including but not limited to losses or debts applicable to open Products accounts, unpaid retail show space, and to any losses relating to Dealer flooring or financing. M. Indemnify and hold harmless Hatteras, its parent, affiliates and subsidiaries who finance Dealer's Product inventory against any and all claims or losses whatsoever as a result of Dealer's failure to meet or comply with its obligations under this Agreement to Hatteras or to such indemnified financial institutions. N. Maintain a CSI rating to preserve Hatteras' image in the market place. 13 O. Comply with those Dealer obligations that may be imposed or established for similar situated Dealers by Hatteras and which are included in this Agreement, annual Dealer Programs and policies and Hatteras' Internet Policy to the maximum extent permitted by applicable law. P. Maintain a financial condition which is adequate to satisfy and perform its obligations under this Agreement, including the ability to accept and floor plan trade-in products. Q. Maintain in confidence all Hatteras proprietary and confidential information which is disclosed to Dealer. R. Provide prior written notice to Hatteras if Dealer desires to make any change in Dealer's financing of its Product inventory or business and give Hatteras sufficient time to discuss and review with Dealer the effect of the proposed change. S. Notify Hatteras of any proposed change in the control or management of the Dealer and the addition or deletion of any Dealer Location(s). 4. Orders: Dealer agrees to submit orders to Hatteras in a manner and format prescribed by Hatteras, which orders shall be subject to Hatteras' current terms and conditions of sale. Any order which does not comply with Hatteras' terms and conditions need not be filled by Hatteras. Any additional or different terms submitted by Dealer will be void and of no effect. Dealer cancellation of orders will be subject to Hatteras' then current cancellation policy. All orders submitted by Dealer are subject to acceptance by Hatteras. 5. Prices: The Products (including parts) sold to the Dealer by Hatteras shall be on the basis of price lists published by Hatteras from time to time, less any applicable discounts allowed by Hatteras' programs applicable to Dealer. Hatteras shall have the right to revise the price lists or applicable discounts on programs at any time, except for any retail contracts that may have been approved by Hatteras or as otherwise reflected in the attached Addendums. Hatteras shall have no obligation to reimburse Dealer for any loss which Dealer may sustain by reason of any change in price, program, or discount. Terms of payment will be as specified from time to time by Hatteras. Dealer will pay Hatteras the lesser of 1.5% late charges per month on any past due invoice, or the maximum permitted by state law, unless contested in good faith. Hatteras may refuse shipment for any credit reason, including Dealer's failure to pay for a prior shipment. Dealer will reimburse Hatteras for all necessary costs in collecting past due accounts, including attorney fees and court costs. Hatteras retains a security interest and lien on all Products sold to Dealer and all proceeds arising out of the sale of Products until Products are paid for in full in cash and Dealer hereby agrees to execute and/or file with appropriate government agencies such agreements and statements that reasonably may be requested by Hatteras to confirm and perfect such security interest. 6. Shipments: All shipments of Products shall be made FOB the Hatteras factory designated by Hatteras, at which time title shall pass. Dealer shall pay all applicable shipping, transportation, delivery and handling charges for Products ordered. If Dealer fails to accept delivery of any Products ordered, Dealer shall reimburse Hatteras for any costs incurred, including inventory carrying charges and resale costs incurred by Hatteras. If Hatteras ships Products not ordered by Dealer, Dealer shall have the right to refuse delivery, in which event Hatteras shall pay all costs incurred in returning same to Hatteras. Shipments shall be subject to Hatteras' production schedule and availability of materials or transportation equipment. No liability shall be sustained by Hatteras by reason of its not filling any order due to circumstances beyond its reasonable control such as, but not limited to, labor disputes, natural disasters, accidents to machinery, acts of God, acts of or threatened acts of war or terrorism, material shortages or regulations. 14 7. Risk of Loss: Risk of loss for Products ordered by Dealer shall pass to Dealer at the time the Products or part are tendered to the designated carrier at the Hatteras factory. Hatteras will arrange for insurance from the shipping point to the final delivery point. Dealer will be the loss payee on any claim. Hatteras will assist Dealer in the processing and collection of any claims against the carrier contracted by Hatteras. 8. Payment - Claims: All sales of Products to Dealer shall be paid for in advance by Dealer, unless otherwise agreed between Hatteras and Dealer. All claims for shortage or damages or unacceptable goods shall be made at the time of arrival of the shipment. The failure of Dealer to give such notification shall constitute a waiver of any such claim. Dealer shall cause to be paid or shall make reimbursement to Hatteras in full for any and all taxes, duties, or other charges imposed by federal, state, municipal or other governmental authority upon any purchase or sale under this Agreement. 9. Product Modification: Hatteras shall have the right to discontinue the sale of Products or to modify the design and components of Products at any time; provided, however, that Hatteras shall notify Dealer, prior to shipment, of any major design changes with respect to Products previously ordered by Dealer, except as noted in the attached Addendum. 10. Warranties: Dealer agrees to: A. Sell Products only on the basis of Hatteras' published applicable Limited Warranty and make no other warranty or representations concerning the Limited Warranty, express or implied, either verbally or in writing. B. Display at each Dealer Location that Product warranty information required by applicable law and furnish and make known to the first-use purchaser at the time of delivery the appropriate operations and maintenance manual provided by Hatteras, the Product installation instructions, if any, together with Hatteras' written limited warranty, including all disclaimers and limitations thereto. C. Expressly inform the purchaser in writing of the terms of the Hatteras Limited Warranty that no Hatteras warranty applies if the Product is "used", which includes personal or substantial demonstration (excluding reasonable sea trials and demos for prospective customers or for marketing purposes at Rendezvous) use by the Dealer unless Hatteras expressly authorizes such warranty in writing. No Product warranty shall apply if the design or material of the Product is substantially modified without the express authorization of Hatteras in writing. D. Provide timely warranty service on all Product presented to Dealer by purchasers in accordance with Hatteras' then current warranty service program. Dealer agrees to make all claims for reimbursement under Hatteras' warranty service program in the manner prescribed by Hatteras. Hatteras may revise its warranty service program from time to time, providing Dealer with written notification of all revisions and those revisions will supersede all previous programs. E. Provide Hatteras with access to its books and records and provide such additional documentation which Hatteras may reasonably request to verify the accuracy of the warranty claims submitted to Hatteras by Dealer and the service provided by Dealer with regard to such warranty claims. In the event Hatteras finds errors in the aggregate greater than 5% for claims submitted by Dealer and paid by Hatteras, Hatteras may calculate the percentage rate of error, and using that percentage rate of error, extrapolate the amount owed to Hatteras for up to three (3) prior years of paid claims made by Hatteras to Dealer. Within thirty (30) days of such notice, Dealer shall either pay the extrapolated amount to Hatteras or 15 pay the cost of a full audit by Hatteras or Hatteras' designee and pay to Hatteras that amount, if any, found to be owing to Hatteras as a result of such audit. If the audit is unfounded, then Hatteras agrees to pay for the audit. Hatteras agrees to honor all legitimate warranty claims on Products when made by purchaser through Dealer in the manner prescribed by Hatteras. Hatteras shall respond to all proper and legitimate warranty claims submitted by Dealer within the terms and conditions of the Hatteras Limited Warranty. Hatteras agrees to pay or credit all accepted and undisputed claims within thirty (30) days after receipt of all required documentation. 11. Indemnity for Boat Show Space Obtained from Hatteras. Hatteras on behalf of the Dealer may contract with and agree to indemnify boat show sponsors and other related parties for boat show space, Dealer hereby agrees to defend and indemnify Hatteras, and any boat show sponsor which Hatteras has agreed to indemnify, from any and all claims, causes of action and suits resulting from the acts or omissions of Dealer in setting up of boat show space originally obtained by Hatteras. 13. Repossession or Repurchase of Product by Hatteras: Dealer shall be liable to and reimburse Hatteras for any and all losses or deficiencies on the sale or disposition of any merchandise (including Products) purchased by Dealer pursuant to this Agreement which is repossessed or repurchased by Hatteras for any reason whatsoever, except as noted in the addendum and 16G. Dealer shall also be liable for any and all discounts, volume rebates or other sales incentives paid to Dealer on merchandise, repurchased, all attorney's fees, court costs and expenses incurred in connection with such repossession or repurchase, except as noted in Addendum. 13. Trademarks and Service Marks: Dealer acknowledges that Hatteras or its affiliated companies are the exclusive owners of various trademarks, service marks, trade designations and trade dress (collectively "Identification") which Hatteras uses in connection with Products and its business. Dealer is authorized to use Identification only in the manner prescribed by Hatteras, only in connection with the promotion and sale of Products and only until the expiration or termination of this Agreement. Dealer shall not use Identification in any manner that adversely reflects upon the reputation of Hatteras or in relation to any other matter that is a breach of this Agreement. Dealer shall not use Identification or advertise outside of the Territory without Hatteras' express written consent, except as outlined in the attached Addendum. Authorization shall not be interpreted as a license for use of Identification. Dealer acquires no proprietary rights with respect to Identification and this authorization shall terminate simultaneously with the termination or expiration of this Agreement. In the event of expiration or termination of this Agreement, Dealer shall immediately discontinue use of Identification in any way whatsoever and shall thereafter not use, either directly or indirectly, any Identification or any confusingly similar Identification in a manner likely to confuse, mistake or deceive the public. 14. Performance Standards: Hatteras, after consultation with Dealer, may establish fair and reasonable standards of sales performance for the Dealership. Such standards are based on factors such as population, sales potential, market share percentage of the Products sold in the Territory as compared to competitive products sold in the Territory, economic conditions at the Dealer Location(s), competition from other marine dealerships in the area, past sales history, number of locations, and any special circumstances that may affect the sale of Products or the Dealer. Sales performance under this Agreement is agreed to as shown on attached Exhibit A, the Dealer Commitment Acknowledgment and Addendum. 15. No Agency Created: It is understood and agreed that Dealer is not, nor shall it at any time represent itself to be, the agent, employee, representative or franchisee of Hatteras. Dealer shall not enter into any contract or commitment in the name of or on behalf of Hatteras. Hatteras has no fiduciary duty to Dealer pursuant to the Agreement or the relationship between the parties. 16 16. Term of Agreement - Termination: A. Upon execution by Hatteras, the term of this Agreement shall be from July 1, 2003 until June 30, 2004 subject, however, to the provisions set forth below and in Paragraph 18 that provide for earlier termination and except as noted in the addendum. B. Hatteras will give at least sixty (60) days notice prior to expiration of the Agreement of its intent not to enter into a new Agreement with Dealer unless: (1) Dealer fails or refuses to place a minimum stocking order of the next model year's Products, or (2) Dealer fails to meet its financial obligations as they become due to either Hatteras or lender(s) financing Products. Dealer agrees to provide Hatteras written notice of its intent not to enter a new Agreement at least sixty (60) days prior to expiration of this Agreement. Neither party is under any obligation express or implied, to renew or extend this Agreement or to enter into a new Agreement upon expiration, except as outlined in the Addendum. Sale of Product to Dealer after termination shall not be deemed renewal or extension of this Agreement. C. This Agreement may be terminated at any time by the mutual consent of the parties. Either party may, upon thirty (30) days written notice to the other stating the reasons therefore, terminate this Agreement upon the other party's breaching or defaulting or failing to comply with any material obligation, covenant, representation, warranty or duty imposed herein that is applicable to such other party and is an essential condition of this Agreement, and provided that the breach or default has not been cured during the notification period. If the breach or default is not subject to cure (such as the commission of an act of bad faith), this Agreement may be terminated immediately, effective upon notice to the breaching or defaulting party. D. This Agreement may be immediately terminated by a party upon written notice to the other party if any of the following occur with regard to the other party: (1) the other party ceases to exist; (2) the other party becomes insolvent or takes or fails to take any action which constitutes an admission of inability to pay debts as they mature; (3) the other party makes a general assignment for the benefit of creditors to an agent authorized to liquidate any substantial amount of assets; (4) the other party becomes a subject of an "order for relief" within the meaning of the United States Bankruptcy Code; (5) the other party applies to a court for the appointment of a receiver for any assets or properties; or, (6) the other party makes a fraudulent misrepresentation that is material to this Agreement. E. This Agreement may be terminated immediately by Hatteras upon the occurrence of those matters described in Paragraph 18.A. below. F. This Agreement may be terminated by Hatteras (notwithstanding and in addition to the provisions of subparagraph C and other subparagraphs) upon the giving of at least ten (10) days prior written notice to Dealer where there are unpaid sums due and owing to Hatteras that remain unpaid, in whole or part, at the end of such notice period, unless such amount is disputed in good faith by Dealer. G. On or before the termination of this Agreement, Dealer shall provide written notice to Hatteras of all unsold Products subject to possible repurchase by Hatteras or appropriate financial institution who financed Dealer's Product inventory, including Product serial numbers and the Dealer's net purchase price for each Product, except as outlined in the Addendum. Upon the termination of this agreement, except as noted in the Addendum, (including expiration and failure to enter into a new agreement), Dealer shall offer to sell to Hatteras or Hatteras' designee, at Dealer's net purchase price (not including transportation, insurance, freight or financing costs), less any discounts or rebates previously paid by Hatteras' program ("Dealer Purchase Price"), Dealer's entire stock of Products in a new and unused (non demo as described in paragraph 10 c) condition. Hatteras shall have thirty (30) days after the termination of this Agreement to 17 accept Dealer's offer of sale, which acceptance shall be provided by a written notice given to dealer. If Hatteras terminates this Agreement prior to its expiration date without cause, Hatteras will offer to purchase Dealer's entire unsold stock of Products in a new and unused (non demo as described in paragraph 10c) condition at the Dealer Purchase Price, which offer must be accepted by a written notice provided to Hatteras within ten (10) days after termination of this Agreement. Except as expressly described herein, Hatteras shall not be obligated to repurchase Products if this Agreement is terminated or expires or is not renewed, except as noted in the attached Addendum. Dealer shall sell such Products to Hatteras or its designee, and such repurchase is conditional upon Dealer's ability to sell such Products, with good and merchantable title, free and clear of all liens and encumbrances. Dealer shall deliver all title documentation requested by Hatteras and Dealer shall execute a limited power of attorney on behalf of Hatteras for purposes of executing all necessary title documentation. Payment for purchased Product shall be, at Hatteras' option, by credit, offset or payment made to dealer within ten (10) days after Hatteras' acceptance of the purchased Product, subject as where noted with specific side agreements. H. If Hatteras terminates or Hatteras and Dealer mutually terminate this Agreement prior to its expiration date, provided the termination is not for quality of service, fraud, or financial instability or insolvency of Dealer, Hatteras will nevertheless continue to sell warranty parts and accessories for Products on a cash on delivery basis for a period not to exceed twelve (12) months from the warranty activation period of the last Hatteras Product delivered by the Dealer in order that Dealer may continue to provide warranty service on Products which have outstanding warranties. J. Any period of time described in the Agreement shall be modified to include such different period of time that may be required by applicable law. 17. Governing Law: This Agreement has been signed by Dealer on the date reflected below, and shall become binding upon the execution by Hatteras at its headquarters in North Carolina, U.S.A. This Agreement shall be governed, interpreted and construed according to the laws of the State of North Carolina, U.S.A., without regard to applicable conflicts of law. 18. Assignability: A. This appointment and Agreement is made and entered into with the distinct understanding that it is personal with Dealer and Dealer's affiliates and is not, whether by operation of law or otherwise, assignable or in any part delegable or transferable unless the express written consent of Hatteras is obtained provided, however, that Dealer may assign the appointment and this Agreement to a subsidiary or affiliate without consent, by informing the assignment in writing to Hatteras. Unless first approved by Hatteras in writing, any purported assignment, delegation or subcontracting of Dealer's rights and obligations under this Agreement in contravention of this Agreement or any change in control in contravention of this Agreement may immediately render this Agreement, at Hatteras' option, terminated. Any unconsented to assignment in contravention of this Agreement shall, at Hatteras' option, be deemed void. 19. Notices: Any written notice given pursuant to this Agreement shall be either hand delivered (by courier or otherwise), or mailed, postage prepaid, by Registered or Certified Mail, return receipt requested, to the party at the respective principal place of business first above written. Notice may also be given by fax if a copy is also mailed in the manner described herein. Such notice shall be deemed to be given upon first receipt. A change of address may be given by such notice. 20. Entire Agreement - Non-Waiver - Separability: This Agreement and the attached Addendum contains the entire agreement between the parties with respect to the matters set forth herein and may not be 18 amended or modified except by written instrument signed by Hatteras and Dealer that expressly states that the writing constitutes a rider or modification to this Agreement, provided that Hatteras may at its sole discretion and from time to time make changes to Dealer Programs and Hatteras' Internet Policy upon the giving of notice to Dealer. This Agreement and the Addendum attached hereto terminates and replaces all prior agreements made between the parties and there are no other agreements regarding the matters herein provided that each party shall remain obligated to the other for any monies owed under such prior agreements between the parties, and except for payments to be made to Dealer in the ordinary course of business there are no other monies, claims or actions which may give rise to or result in any compensation or monies being owed to Dealer by Hatteras. Failure on the part of Hatteras or Dealer to enforce any term of this Agreement shall not constitute a waiver thereof. Any provision of this Agreement which in any way contravenes or is unenforceable under applicable law shall not apply and shall be deemed separable and not to be a part of this Agreement without affecting the validity of the remaining provisions. The Hatteras Dealer Programs and Policies and their content as well as the Hatteras Internet Policy is incorporated herein by reference. Dealer represents to Hatteras that it is not aware of any claims, causes of action or disputes that it has or may assert against Hatteras that arise out of or have accrued prior to the effective date of this Agreement. Dealer further represents to Hatteras that Dealer has not breached or otherwise violated any material term or condition of any previous Agreement with Hatteras. 21. Guarantee: As a condition for Hatteras' entering into this Agreement, MarineMax has signed this document as evidence of its irrevocable guarantee of the Dealer's performance of all the financial duties and financial obligations provided for in this Agreement. 22. Disputes. All disputes, controversies or claims connected with, arising out of, or relating to this Agreement, or any modification, extension or renewal thereof, or to any causes of action that result from such relationship, shall be subject exclusively to the remedy of arbitration described herein, including but not limited to sums due under this Agreement, the interpretation, performance or nonperformance of this Agreement, and claim for damages or rescission, a breach or default of this Agreement, the creation, termination or nonrenewal of this Agreement (such as a dispute regarding the causes, validity or circumstances of the termination, nonextension, or nonrenewal), and trade regulations or antitrust claims, whether such controversies or claims are in law or equity or include claims based upon contract, statute, tort or otherwise. All controversies shall be conducted in accordance with the American Arbitration Association Commercial Arbitration Rules. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Section 1-16, as amended, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of the arbitration shall be at Raleigh, North Carolina. Dealer consents to personal jurisdiction of such court, including the federal and state courts located in the State of North Carolina. The arbitrator is not empowered to and shall not award damages in excess of actual damages and in no event shall the arbitrator award punitive, special or consequential damages, or prejudgment interest. This Paragraph shall survive the expiration or termination of this Agreement. Except for sums owing to Hatteras all arbitration claims and proceedings must be instituted within one (1) year after the cause of action arises, and the failure to institute arbitration proceedings within such period shall constitute an absolute bar to the institution of any proceedings and a waiver and relinquishment of all such claims. 23. Miscellaneous: Except as expressly described to the contrary in this Agreement, the rights and remedies of each party are not exclusive and where consent or approval is to be given that party may withhold such consent or approval for any reason. 19 24. Confidentiality: Hatteras shall maintain in confidence all Dealer proprietary and confidential information which is disclosed to Hatteras. IN WITNESS WHEREOF, Hatteras and Dealer have executed this Agreement as of the date first above written. HATTERAS YACHTS DIVISION OF MarineMax Motor Yachts, LLC BRUNSWICK CORPORATION By: __________________________ By: _____________________________ Title: __________________________ Title: _____________________________ Date: __________________________ MarineMax, Inc. By: __________________________ Title: __________________________ Date: __________________________ 20 EX-31.1 5 p68777exv31w1.htm EXHIBIT 31.1

Exhibit 31.1

CERTIFICATION

I, William H. McGill Jr., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of MarineMax, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ WILLIAM H. MCGILL JR.

William H. McGill Jr.

Chief Executive Officer

Date: February 16, 2004

18 EX-31.2 6 p68777exv31w2.htm EXHIBIT 31.2

Exhibit 31.2

CERTIFICATION

     I, Michael H. McLamb, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of MarineMax, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ MICHAEL H. MCLAMB

Michael H. McLamb

Chief Financial Officer

Date: February 16, 2004

19 EX-32.1 7 p68777exv32w1.htm EXHIBIT 32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report on Form 10-Q of MarineMax, Inc., (the “Company”) for the quarterly period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William H. McGill Jr., Chief Executive Officer of the Company, certify, to my best knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William H. McGill Jr.

William H. McGill Jr.

Chief Executive Officer

February 16, 2004

20 EX-32.2 8 p68777exv32w2.htm EXHIBIT 32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

          In connection with the Quarterly Report on Form 10-Q of MarineMax, Inc., (the “Company”) for the quarterly period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael H. McLamb, Chief Financial Officer, certify, to the best of my knowledge and belief, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ MICHAEL H. MCLAMB

Michael H. McLamb

Chief Financial Officer

February 16, 2004

21 -----END PRIVACY-ENHANCED MESSAGE-----

EX-10.17.(A)

                                                                EXHIBIT 10.17(a)

                                 AMENDMENT NO. 2
                        TO CREDIT AND SECURITY AGREEMENT

         This Amendment No. 2 to Credit and Security Agreement (this
"Amendment") is entered into as of January 30, 2004, by and among MARINEMAX,
INC., a Delaware corporation and each of the other Borrowers set forth on
Schedule I attached hereto and by the reference incorporated herein
(collectively, "Borrowers"), and KEYBANK NATIONAL ASSOCIATION, a national
banking association, BANK OF AMERICA, N.A., SUCCESSOR BY MERGER TO BANC OF
AMERICA SPECIALTY FINANCE, INC., a national banking association, TRANSAMERICA
COMMERCIAL FINANCE CORPORATION, a Delaware corporation, GE COMMERCIAL
DISTRIBUTION FINANCE CORPORATION formerly known as Deutsche Financial Services
Corporation, a Nevada corporation, and NATIONAL CITY BANK, a national banking
association (collectively, "Lenders"), amending that Credit and Security
Agreement dated as of December 18, 2001, by and among Borrowers and Lenders, as
amended by Amendment No. 1 to Credit and Security Agreement dated as of December
10, 2002, by and among Borrowers and Lenders (collectively, the "Agreement").
Unless otherwise defined in this Amendment, all defined terms used in this
Amendment shall have the meaning ascribed to such terms in the Agreement. This
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 Amendment.

         2.       Amendments to the Agreement.

                  A.       The Lenders listed in the introductory paragraph of
the Agreement shall be modified to read as follows:

                  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., SUCCESSOR BY MERGER TO BANC OF AMERICA
                  SPECIALTY FINANCE, INC., 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,
                  TRANSAMERICA COMMERCIAL FINANCE CORPORATION, a Delaware
                  corporation ("Transamerica"), GE COMMERCIAL DISTRIBUTION
                  FINANCE CORPORATION, formerly known as DEUTSCHE FINANCIAL
                  SERVICES CORPORATION, a Nevada corporation ("GE Commercial")
                  and NATIONAL CITY BANK, a national banking association
                  ("National City") (KeyBank, BOA, Transamerica, GE Commercial,
                  National City, and such other financial institutions,
                  collectively, the "Lenders").


                  B.       The definition of "Borrowing Base" in Section 1.01 is
deleted in its entirety and replaced by the following:

                           "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 (other than the
                  Real Estate Subsidiaries):

                                    (a)      the sum of (1) one hundred percent
                  (100%) 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, and (2) 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 more than three hundred sixty-five
                  (365) days, but not more than seven hundred thirty (730) 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) the amount includable in the
                  Borrowing Base on account of both the Eligible New Inventory
                  of Hatteras Yachts and the Eligible Used Inventory of Hatteras
                  Yachts shall not exceed in the aggregate fifty million dollars
                  ($50,000,000); (C) the amount includable in the Borrowing Base
                  on account of both the Eligible New Inventory of Ferretti
                  Yachts and the Eligible Used Inventory of Ferretti Yachts
                  shall not exceed in the aggregate fifty million dollars
                  ($50,000,000); and (D) the amount includable in the Borrowing
                  Base on account of (i) the Eligible New Inventory of Hatteras
                  Yachts and Ferretti Yachts and (ii) the Eligible Used
                  Inventory of Hatteras Yachts and Ferretti Yachts shall not
                  exceed in the aggregate seventy million dollars ($70,000,000).

                                    (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 funded
                  amount of the outstanding Advances; (B)



                  the amount includable in the Borrowing Base on account of both
                  the Eligible New Inventory of Hatteras Yachts and the Eligible
                  Used Inventory of Hatteras Yachts shall not exceed in the
                  aggregate fifty million dollars ($50,000,000); (C) the amount
                  includable in the Borrowing Base on account of both the
                  Eligible New Inventory of Ferretti Yachts and the Eligible
                  Used Inventory of Ferretti Yachts shall not exceed in the
                  aggregate fifty million dollars ($50,000,000); and (D) the
                  amount includable in the Borrowing Base on account of (i) the
                  Eligible New Inventory of Hatteras Yachts and Ferretti Yachts
                  and (ii) the Eligible Used Inventory of Hatteras Yachts and
                  Ferretti Yachts shall not exceed in the aggregate seventy
                  million dollars ($70,000,000);

                                    (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 twenty million dollars
                  ($20,000,000); and

                                    (d)      the lesser of (1) eight million
                  dollars ($8,000,000), 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.

                  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.

                  C.       The definition of "Commitment Amount" in Section 1.01
is deleted in its entirety and replaced by the following:

                           "Commitment Amount" shall mean two hundred sixty
                  million dollars ($260,000,000), the maximum aggregate amount
                  of the Commitment; provided, however, that if the Borrowers
                  exercise their right to reduce the Commitment in part pursuant
                  to Section 2.04 of this Agreement, then after the effective
                  date of such partial reduction the Commitment Amount shall be
                  the original Commitment Amount less all portions of the
                  Commitment theretofore cancelled by the Borrowers.

                  D.       The definition of "Ferretti Yachts" is added to
Section 1.01 to read as follows:


                           "Ferretti Yachts" shall mean boats, vessels, and
                  yachts manufactured by Ferretti Group, including, without
                  limitation, the Ferretti, Pershing, Riva, Custom Line,
                  Apreamare, Bertram, Mochi Craft and CRN product lines.

                  E.       The definition of "Lenders" in Section 1.01 is
deleted in its entirety and replaced by the following:

                           Lenders" shall mean (a) KeyBank, BOA, Transamerica,
                  GE Commercial and National City, (b) any Affiliate or
                  Affiliates to which any of the institutions named in (a) above
                  shall assign its interests under this Agreement in the manner
                  permitted by Section 9.04, (c) any additional lenders
                  hereafter admitted in accordance with Section 9.05 of this
                  Agreement, and (d) any replacement lenders hereafter admitted
                  in accordance with Section 9.06 of this Agreement.

                  F.       The definition of "Termination Date" in Section 1.01
is deleted in its entirety and replaced by the following:

                           "Termination Date" shall mean December 15, 2006;
                  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.

                  G.       Section 2.01 is deleted in its entirety and replaced
by the following:

                  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.

                                             (2)      In addition to the other
                           restrictions set forth in this Agreement (whether in
                           the definition of "Borrowing Base" or elsewhere): (A)
                           the amount includable in the Borrowing Base on
                           account of Eligible Used Inventory shall never exceed
                           twenty-five percent (25%) of the aggregate funded
                           amount of the outstanding Advances; (B) the amount
                           includable in the Borrowing Base on account of
                           Eligible Accounts shall never exceed twenty million
                           dollars ($20,000,000); (C) the amount includable in
                           the Borrowing Base on account of both the Eligible
                           New Inventory of Hatteras Yachts and the Eligible
                           Used Inventory of Hatteras Yachts shall not exceed in
                           the aggregate fifty million dollars


                           ($50,000,000); (D) the amount includable in the
                           Borrowing Base on account of both the Eligible New
                           Inventory of Ferretti Yachts and the Eligible Used
                           Inventory of Ferretti Yachts shall not exceed in the
                           aggregate fifty million dollars ($50,000,000); (E)
                           the amount includable in the Borrowing Base on
                           account of (i) the Eligible New Inventory of Hatteras
                           Yachts and Ferretti Yachts and (ii) the Eligible Used
                           Inventory of Hatteras Yachts and Ferretti Yachts
                           shall not exceed in the aggregate seventy million
                           dollars ($70,000,000); (F) 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); and (G) the amount includable in the
                           Borrowing Base on account of Eligible Parts Inventory
                           shall never exceed eight million dollars
                           ($8,000,000).

                                             (3)      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.

                                    (b)      Lenders and Pro Rata Percentages.
                  Until such time as additional or replacement Lenders are added
                  in the manner contemplated by Section 9.05 or Section 9.06 of
                  this Agreement, the respective initial Pro Rata Percentages of
                  the initial Lenders in the Commitment shall be as follows:



Lender                 Pro Rata Percentage
- ------                 -------------------
                    
KeyBank                    26.9230769%
BOA                        26.9230769%
Transamerica               19.2307693%
National City              15.3846154%
GE Commercial              11.5384615%
                          -----------
      TOTAL               100.0000000%


                  Each Lender shall have the right to participate a portion of
                  its Pro Rata Percentage of the Advances and the Commitment and
                  to assign their Pro Rata Percentage in the Advances and the
                  Commitment in the manner permitted by Section 9.04 of this
                  Agreement.

                                    (c)      Use of Advances. The Borrowers may
                  use the proceeds of Advances to fund the Borrowers'
                  acquisition of Inventory, for working capital purposes and for
                  other general corporate purposes of the Borrowers.


                                    (d)      Periodic Statements. The
                  Administrative Agent will send the Company statements from
                  time to time listing the amount of each Advance. If Borrowers
                  do not agree with a statement, they must immediately notify
                  the Administrative Agent in writing of the objections. The
                  Borrowers' failure to notify the Administrative Agent of an
                  objection within ten (10) Business Days shall constitute an
                  acceptance of the statement.

                  H.       Section 9.02 is deleted in its entirety and replaced
by the following:

                  9.02.    NOTICES. Unless otherwise provided herein, all
                  notices, demands and other communications under the Loan
                  Documents shall be in writing and shall be personally
                  delivered, or sent by facsimile, national overnight courier
                  service, or certified mail (postage prepaid), to the following
                  addresses:

                                    (a)      If to Borrowers:

                                             MarineMax, Inc.
                                             18167 U.S. 19 North, Suite 499
                                             Clearwater, Florida 33764
                                             Attention: Michael McLamb
                                             Fax: (727) 531-0123

                                             with a copy to:

                                             Robert S. Kant, Esq.
                                             Greenberg Traurig, LLP
                                             2375 East Camelback Road
                                             Suite 700
                                             Phoenix, Arizona 85016
                                             Fax: (602) 445-8100

                                    (b)      If to KeyBank as the Administrative
                  Agent or a Lender:

                                             KeyBank National Association
                                             800 Superior Avenue, 9th Floor
                                             Mail Code OH-01-02-0920
                                             Cleveland, Ohio 44144
                                             Fax: (216) 272-7336
                                             Attn: Kevin P. von Busch
                                                   Senior Vice President



                                             with a copy to:

                                             Forrest Stanley, Esq.
                                             Sr. Vice Pres. & Assoc. General
                                             Counsel
                                             Mail Code OH-01-27-0200
                                             KeyBank National Association
                                             127 Public Square
                                             Cleveland, Ohio 44144
                                             Fax: (216) 689-4107

                                    (c)      If to BOA as the Collateral Agent
                  or as a Lender:

                                             BANK OF AMERICA, N.A., SUCCESSOR BY
                                             MERGER TO BANC OF AMERICA SPECIALTY
                                             FINANCE, INC.
                                             1355 Windward Concourse
                                             Mail Code GA7-903-04-21
                                             Alpharetta, GA 30005
                                             Fax: (678) 339-9513
                                             Attn: John Burns

                                             with a copy to:

                                             John D. Evans, Jr., Esq.
                                             Bank of America Corporation
                                             9000 Southside Blvd.
                                             Building 100, 7th Floor
                                             Jacksonville, Florida 32256
                                             Fax: (904) 464-5048

                                    (d)      If to Transamerica:

                                             Transamerica Commercial Finance
                                             Corporation
                                             5595 Trillium Boulevard
                                             Hoffman Estates, Illinois 60192
                                             Fax: (847) 747-3109
                                             Attn: Robin Lyon

                                    (e)      If to GE Commercial:

                                             GE Commercial Distribution Finance
                                             Corporation
                                             5480 Corporate Drive #300
                                             Troy, Michigan 48098
                                             Fax: (248) 641-1488
                                             Attn: Bruce VanWagoner
                                                   Managing Director, Marine



                                             with a copy to:

                                             GE Commercial Distribution Finance
                                             Corporation
                                             655 Maryville Center Drive
                                             St. Louis, Missouri 64141
                                             Fax: (314) 523-3228
                                             Attn: General Counsel

                                   (f)       If to National City Bank:

                                             National City Bank
                                             1900 East 9th Street
                                             Locator 01-2052
                                             Cleveland Ohio 44114
                                             Fax: (216) 222-2325
                                             Attn: Alan M. Zang
                                                   Senior Vice President

                                             with copy to:

                                             General Counsel
                                             National City Bank
                                             1900 East 9th Street
                                             Locator 01-2174
                                             Cleveland, Ohio 44114
                                             Fax: (216) 222-9219
                                             Attn: Jennifer Malkin, Esq.

                  or to such other address as any party shall hereafter
                  designate in written notice to the other party. All notices,
                  demands and other communications will be effective when so
                  personally delivered or sent by facsimile, one (1) Business
                  Day after being sent by national overnight courier service, or
                  five (5) days after being so mailed; provided, however, that
                  notices to the Lenders pursuant to Article II hereof shall
                  only be effective when received.

                  H.       The Borrowing Base Certificate attached to the
Agreement is deleted in its entirety and replaced by the Borrowing Base
Certificate attached hereto as Exhibit B.

         3.       Assignment. In accordance with Section 9.05 of the Agreement,
each of KeyBank, BOA, Transamerica and GE Commercial hereby assign to National
City that portion of its outstanding Advances that shall result in National City
having a portion of the outstanding Advances that is the same as its Pro Rata
Percentage of the Commitment Amount, as increased by this Amendment.



         4.       Effect on Agreement.

                  Except as specifically amended and modified by this Amendment,
all terms, conditions, covenants and agreements set forth in the Agreement shall
remain in full force and effect.

         5.       Counterparts.

                  This Amendment may be executed in two or more counterparts,
each of which shall constitute an original but all of which when taken together
shall constitute one agreement.

              [The remainder of this page intentionally left blank]



                                   SCHEDULE I

1.  MARINEMAX OF SOUTHEAST FLORIDA, LLC, a Delaware limited liability company

2.  MARINEMAX OF MINNESOTA, INC., a Minnesota corporation

3.  MARINEMAX OF SOUTHWEST FLORIDA, LLC, a Delaware limited liability company

4.  MARINEMAX OF CENTRAL FLORIDA, LLC, a Delaware limited liability company

5.  MARINEMAX OF SARASOTA, LLC, a Delaware limited liability company

6.  MARINEMAX OF CALIFORNIA, INC., a California corporation

7.  MARINEMAX OF ARIZONA, INC., an Arizona corporation

8.  MARINEMAX MIDATLANTIC, LP, a Delaware limited partnership

9.  MARINEMAX MOTOR YACHTS, LLC, a Delaware limited liability company

10. MARINEMAX OF LAS VEGAS, INC., a Delaware corporation

11. MARINEMAX OF NORTH CAROLINA, INC., a North Carolina corporation

12. MARINEMAX OF OHIO, INC., a Delaware corporation

13. MARINEMAX OF UTAH, INC., a Delaware corporation

14. MARINEMAX TX, L.P., a Texas limited partnership

15. MARINEMAX OF GEORGIA, INC., a Georgia corporation

16. BASSETT BOAT COMPANY, a Florida corporation

17. BASSETT REALTY, L.L.C., a Delaware limited liability company

18. C & N MARINE REALTY, L.L.C., a Delaware limited liability company

19. GULFWIND SOUTH REALTY, L.L.C., a Delaware limited liability company

20. HARRISON'S REALTY, L.L.C., a Delaware limited liability company

21. HARRISON'S REALTY CALIFORNIA, L.L.C., a Delaware limited liability company

22. MARINA DRIVE REALTY I, L.L.C., a Delaware limited liability company



23. MARINA DRIVE REALTY II, L.L.C., a Delaware limited liability company

24. WALKER MARINA REALTY, L.L.C., a Delaware limited liability company

25. DUMAS GP, L.L.C., a Delaware limited liability company

26. MARINEMAX NEW JERSEY GP, Inc., a Delaware corporation

27. MARINEMAX NJ PARTNERS, INC., a Delaware corporation

28. MARINEMAX OF NEW JERSEY HOLDINGS, INC., a Delaware corporation

29. MMX GP, LLC, a Delaware limited liability company

30. MMX HOLDINGS, LLC, a Delaware limited liability company

31. MMX INTERESTS, LLC, a Delaware limited liability company

32. MMX MEMBER, INC., a Delaware corporation

33. MMX PARTNERS, INC., a Delaware corporation

34. MMX VENTURES, LP, a Delaware limited partnership

35. 11502 DUMAS, INC., a Nevada corporation

36. DUMAS GP, INC., a Nevada corporation

37. NEWCOAST FINANCIAL SERVICES, INC., a Delaware corporation

38. MARINEMAX SERVICES, INC., a Delaware corporation

39. MARINEMAX U.S.A., INC., a Nevada corporation

40. DELAWARE AVLEASE, LLC, a Delaware limited liability company

41. MARINEMAX OF COLORADO, INC., a Delaware corporation

42. MARINEMAX INTERNATIONAL, LLC, a Delaware limited liability company



IN WITNESS WHEREOF, this Amendment No. 2 to the Credit and Security Agreement is
executed as of the date first set forth above.

                                    "BORROWERS"

                                    MARINEMAX, INC., a Delaware corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Executive Vice President and Chief
                                        Financial Officer

                                    MARINEMAX OF SOUTHEAST FLORIDA, LLC, a
                                    Delaware limited liability company

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Manager

                                    MARINEMAX OF MINNESOTA, INC., a Minnesota
                                    corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Vice President

                                    MARINEMAX OF SOUTHWEST FLORIDA, LLC, a
                                    Delaware limited liability company

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Manager



                                    MARINEMAX OF CENTRAL FLORIDA, LLC, a
                                    Delaware limited liability company

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Manager

                                    MARINEMAX OF SARASOTA, LLC, a Delaware
                                    limited liability company

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Manager

                                    MARINEMAX OF CALIFORNIA, INC., a California
                                    corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Assistant Vice President

                                    MARINEMAX OF ARIZONA, INC., an Arizona
                                    corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Vice President



                                    MARINEMAX MIDATLANTIC, LP, a Delaware
                                    limited partnership

                                    By: MarineMax New Jersey GP, Inc., its
                                    general partner

                                          By: __________________________________
                                                  Michael H. McLamb
                                                  Vice President

                                    MARINEMAX MOTOR YACHTS, LLC, a Delaware
                                    limited liability company

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Manager

                                    MARINEMAX OF LAS VEGAS, INC., a Delaware
                                    corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Treasurer

                                    MARINEMAX OF NORTH CAROLINA, INC., a North
                                    Carolina corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Vice President



                                    MARINEMAX OF OHIO, INC., a Delaware
                                    corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Vice President

                                    MARINEMAX OF UTAH, INC., a Delaware
                                    corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Vice President

                                    MARINEMAX TX, L.P., a Texas limited
                                    partnership

                                    By: Dumas GP, L.L.C., its general partner

                                          By: 11502 Dumas, Inc., its sole member

                                              By: ______________________________
                                                  Kurt M. Frahn
                                                  Secretary

                                    MARINEMAX OF GEORGIA, INC., a Georgia
                                    corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Vice President


                                 BASSETT BOAT COMPANY, a Florida corporation

                                 By: ________________________________________
                                     Michael H. McLamb
                                     Vice President

                                 BASSETT REALTY, L.L.C., a Delaware limited
                                 liability company

                                 By: MarineMax, Inc., its sole member

                                         By: ___________________________________
                                              Michael H. McLamb
                                              Executive Vice President and Chief
                                              Financial Officer

                                 C & N MARINE REALTY, L.L.C., a Delaware
                                 limited liability company

                                 By: MarineMax, Inc., its sole member

                                         By: ___________________________________
                                              Michael H. McLamb
                                              Executive Vice President and Chief
                                              Financial Officer



                                    GULFWIND SOUTH REALTY, L.L.C., a Delaware
                                    limited liability company

                                    By: MarineMax, Inc., its sole member

                                          By: __________________________________
                                              Michael H. McLamb
                                              Executive Vice President and Chief
                                              Financial Officer

                                    HARRISON'S REALTY, L.L.C., a Delaware
                                    limited liability company

                                    By: MarineMax, Inc., its sole member

                                          By: __________________________________
                                              Michael H. McLamb
                                              Executive Vice President and Chief
                                              Financial Officer

                                    HARRISON'S REALTY CALIFORNIA, L.L.C., a
                                    Delaware limited liability company

                                    By: MarineMax, Inc., its sole member

                                          By: __________________________________
                                              Michael H. McLamb
                                              Executive Vice President and Chief
                                              Financial Officer



                                    MARINA DRIVE REALTY I, L.L.C., a Delaware
                                    limited liability company

                                    By: MarineMax, Inc., its sole member

                                          By: __________________________________
                                              Michael H. McLamb
                                              Executive Vice President and Chief
                                              Financial Officer

                                    MARINA DRIVE REALTY II, L.L.C., a Delaware
                                    limited liability company

                                    By: MarineMax, Inc., its sole member

                                          By: __________________________________
                                              Michael H. McLamb
                                              Executive Vice President and Chief
                                              Financial Officer

                                    WALKER MARINA REALTY, L.L.C., a Delaware
                                    limited liability company

                                    By: MarineMax, Inc., its sole member

                                          By: __________________________________
                                              Michael H. McLamb
                                              Vice President and Chief
                                              Financial Officer



                                    DUMAS GP, L.L.C., a Delaware limited
                                    liability company

                                    By: 11502 Dumas, Inc., its sole member

                                          By: __________________________________
                                              Kurt M. Frahn
                                              Secretary

                                    MARINEMAX NEW JERSEY GP, INC., a Delaware
                                    corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Vice President

                                    MARINEMAX NJ PARTNERS, INC., a Delaware
                                    corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Vice President

                                    MARINEMAX OF NEW JERSEY HOLDINGS, INC., a
                                    Delaware corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Vice President



                                    MMX GP, LLC, a Delaware limited liability
                                    company

                                             By: _______________________________
                                                 Kurt M. Frahn
                                                 Authorized Representative

                                    MMX HOLDINGS, LLC, a Delaware limited
                                    liability company

                                    By: ________________________________________
                                        Kurt M. Frahn
                                        Authorized Representative

                                    MMX INTERESTS, LLC, a Delaware limited
                                    liability company

                                    By: ________________________________________
                                        Kurt M. Frahn
                                        Authorized Representative

                                    MMX MEMBER, INC., a Delaware corporation

                                    By: ________________________________________
                                        Kurt M. Frahn
                                        Authorized Representative

                                    MMX PARTNERS, INC., a Delaware corporation

                                    By: ________________________________________
                                        Kurt M. Frahn
                                        Authorized Representative



                                    MMX VENTURES, LP, a Delaware limited
                                    partnership

                                    By: MMX GP, LLC, its general partner

                                          By: __________________________________
                                              Kurt M. Frahn
                                              Authorized Representative

                                    11502 DUMAS, INC., a Nevada corporation

                                    By: ________________________________________
                                        Kurt M. Frahn
                                        Secretary

                                    DUMAS GP, INC., a Nevada corporation

                                    By: ________________________________________
                                        Kurt M. Frahn
                                         Secretary

                                    NEWCOAST FINANCIAL SERVICES, INC., a
                                    Delaware corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Vice President



                                    MARINEMAX SERVICES, INC., a Delaware
                                    corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Vice President

                                    MARINEMAX U.S.A., INC., a Nevada corporation

                                    By: ________________________________________
                                        Kurt M. Frahn
                                        Secretary

                                    DELAWARE AVLEASE, LLC, a Delaware limited
                                    liability company

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Vice President

                                    MARINEMAX OF COLORADO, INC., a Delaware
                                    corporation

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Vice President

                                    MARINEMAX INTERNATIONAL, LLC, a Delaware
                                    limited liability company

                                    By: ________________________________________
                                        Michael H. McLamb
                                        Vice President



                                    "LENDERS"

                                    KEYBANK NATIONAL ASSOCIATION

                                    By:_________________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                    BANK OF AMERICA, N.A., SUCCESSOR BY
                                    MERGER TO BANC OF AMERICA
                                    SPECIALTY FINANCE, INC.

                                    By:_________________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                    TRANSAMERICA COMMERCIAL FINANCE CORPORATION

                                    By:_________________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                    GE COMMERCIAL DISTRIBUTION FINANCE
                                    CORPORATION, formerly known as Deutsche
                                    Financial Services Corporation

                                    By:_________________________________________
                                        Name:___________________________________
                                        Title:__________________________________

                                    NATIONAL CITY BANK, a national banking
                                    association

                                    By:_________________________________________
                                        Name:___________________________________
                                        Title:__________________________________

EX-10.18

                                                                   EXHIBIT 10.18

                                    HATTERAS

                           SALES AND SERVICE AGREEMENT

         THIS AGREEMENT (which includes the attached addendum, exhibits and
attachments contained herein) made this 1st day of July, 2003 between HATTERAS
YACHTS DIVISION of Brunswick Corporation, a Delaware corporation, (hereinafter
referred to as "Hatteras"), having its principal place of business at 110 North
Glenburnie Road, New Bern, North Carolina 28560, and MarineMax Motor Yachts,
LLC, with its principal place of business at 825 NE 3rd Street, Dania, FL 33004
a Limited Liability Corporation organized and existing under the laws of the
State of Delaware (hereinafter referred to as "Dealer") and its parent
corporation, MarineMax Inc. a Delaware Corporation with its principal place of
business at 18167 US 19 North, Suite 499, Clearwater, FL 33764 (hereforth
referral to as "MarineMax"), whereby in consideration of the mutual covenants
herein contained, it is agreed as follows:

1.       Appointment of Dealers: Hatteras hereby appoints Dealer as a
non-exclusive dealer for the retail sale, display, and servicing of the
following Hatteras product(s) and repair parts (hereinafter "Product" or
"Products") as specified in the Hatteras 2004 Agreement and Dealer Programs
applicable to Hatteras dealers selling comparable Products (hereinafter referred
to as "Agreement"), from the below described Dealer Location(s), which Products
shall be purchased only from Hatteras or an authorized Hatteras dealer. Hatteras
reserves the right to make sales to purchasers and to appoint other Dealers to
sell Products within the defined marketing territory set forth in Paragraph 2
below (hereinafter referred to as the "Territory"):



                                                           Dealer       Hatteras
                                                                  
50' - 70' Convertibles, Parts and Accessories             ______         ______
82' - 90' Convertibles, Parts and Accessories             ______         ______
63' - 80' Motor Yachts, Parts and Accessories             ______         ______
84' - 100' Motor Yachts, Parts and Accessories            ______         ______


Notwithstanding the above provisions, during the term of this Agreement, and
provided that Dealer is in compliance with the material obligations, performance
standards, terms, conditions, and covenants as specified in this Agreement and
any modifications, Hatteras shall not appoint another or other dealers to sell
Product from a dealer location that is within the Territory.

Hatteras will not sell direct in the assigned Territory without prior
consultation, subject to the attached Addendum.

*Both parties must initial the product descriptions to be included in this
Agreement.



         2.       Location: Dealer shall sell at retail, display, and service
Products only at and from the following non-exclusive location(s) ("Dealer
Location(s)"), which Dealer Location(s) are both sales and service unless
otherwise specified hereto in writing:



        Sales Location                                        Service Location
        --------------                                        ----------------
                                                  
350 SW Monterey Road, Stuart, FL                     350 SW Monterey Road, Stuart, FL
2340 S.W. Palm City Road, Stuart, FL                 2340 S.W. Palm City Road, Stuart, FL
18025 US 19 North, Clearwater, FL                    18025 US 19 North, Clearwater, FL
14070 McGregor Blvd., Fort Myers, FL                 14070 McGregor Blvd., Fort Myers, FL
1146 6th Avenue South, Naples, FL
2550 S Bayshore Drive #1, Coconut Grove, FL
Pier 66, 2301 SE 17th Street, Ft. Lauderdale, FL
3344 Lakeshore Blvd., Jacksonville, FL               3344 Lakeshore Blvd., Jacksonville, FL
825 NE 3rd Street, Dania, FL
490 Taylor Lane, Dania, FL                           490 Taylor Lane, Dania, FL
31 Ocean Reef Drive #A-100, Key Largo, FL
1601 Ken Thompson Pky., Sarasota, FL                 1601 Ken Thompson Pky., Sarasota, FL
3200 Matecumbe Key Road, Punta Gorda, FL
1485 Tamiami Trail South, Venice, FL                 1485 Tamiami Trail South, Venice, FL
7090 Placida Road, Cape Haze, FL                     7090 Placida Road, Cape Haze, FL


and Dealer shall concentrate its sales and service effort to within the
following Territory:

                  Comprised of an area beginning at Nassau County, Florida south
                  through the Keys, north to the Georgian state line and west to
                  the Apalachicola River and including Liberty, Franklin and
                  Gasden County, FL, except as noted in the Addendum.

Dealer shall not delete, change or add to the above Dealer Location(s) without
the prior written consent of Hatteras, which consent shall not be unreasonably
withheld, and Hatteras may consider any relevant factors and consequences as
part of such approval process, including but limited to the Dealer's
qualifications, abilities and financial capabilities to perform the Agreement
obligations and to operate the business from the proposed Dealer location,
applicable legal restrictions, and the effect such a grant would have on the
resulting Territory configuration and adjacent Hatteras dealer sales. Dealer
will not sell Products for use by or to a purchaser located outside of the
country in which the Dealer is located, except as noted in the attached
Addendum, or to others for the purpose of resale without the prior written
consent of Hatteras. Specifically, Dealer shall not utilize the services of a
broker or similar agent to sell Product unless employed as a subcontractor of
the Dealer or working for the Dealer subject to the terms and conditions of this
Agreement and the policies of Hatteras. In addition, Dealer shall not sell,
advertise, solicit for sale, or offer for resale Products outside of the
Territory except Dealer may advertise in recognized and established marine
publications with acceptable cross-territorial distribution, subject to the
Addendum attached. Dealer agrees not to advertise price (with the exception of
the current MSRP) of Hatteras' Products in any electronic media, newspaper,
trade publications or other publication or medium that is cross territorial
and/or distributed outside of the Territory. Dealer agrees to provide
appropriate facilities and to assume full and complete managerial authority and
responsibility for the display, retail sale and service of the Products at and
from each Dealer Location, as appropriate.

         3.       Dealer's Responsibilities: Dealer agrees to:

                  A.       Devote its best efforts to appropriately promote,
display, advertise and sell Products at each Dealer Location in accordance with
the terms of this Agreement and all applicable federal, state and

                                       2


local laws. Dealer shall display and utilize at each Dealer Location signs,
graphics and image elements with Hatteras' Identification, as defined herein,
subject to the requirements and approval by Hatteras, that will positively
reflect the Hatteras image and promote the retail sale of the Products.

                  B.       Purchase and carry on hand a sufficient inventory of
current Products and parts to meet the reasonable demand of customers.

                  C.       Maintain at each Dealer Location (unless a sales
location only and then service is to be provided at another Dealer Location or
associated and authorized Hatteras service facility) a service department that
Dealer agrees to staff, train and equip to promptly and professionally service
Products; and to maintain at said Location parts and supplies to properly
service Products on a timely basis.

                  D.       Perform any and all necessary Product rigging,
installation, inspection and Product orientation services prior to delivery to
the purchaser as required by Hatteras and perform post-sale service of all
Products originally sold by Dealer and brought to Dealer for service. Dealer
shall advise all purchasers that dealers in other locations are not required to
provide warranty and service work for the purchaser and all such work is the
responsibility of Dealer. Dealer shall instruct the purchaser to contact it
prior to moving the Product so arrangements for warranty or service work can be
made. However, Dealer may be required to provide or arrange for warranty and
service work for Product regardless of the area or condition of sale. Dealer
will secure all Product inventory against weathering and damage and maintain
inventory at all times in a like new and unused condition.

                  E.       Furnish each Product purchaser with Hatteras' Limited
Warranty on new Products and with information and training as to the safe and
proper operation and maintenance of the Product.

                  F.       Complete and submit Hatteras' Warranty Registration
Card and Warranty Awareness Checklist immediately upon delivery of the Products
to the purchaser and assist Hatteras in performing Products defect and recall
campaigns. In the event Dealer fails to return said card to Hatteras as
prescribed herein, Dealer agrees to indemnify Hatteras against any liability,
loss or damage which Hatteras may sustain as a result of said failure. Hatteras
will notify Dealer if Hatteras has not received the warranty registration card.

                  G.       Maintain complete Product sales and service records
and report to Hatteras on a regular basis the name and address of each Product
purchaser, upon request.

                  H.       Achieve Product sales and service performance in
accordance with fair and reasonable standards and sales levels established by
Hatteras from time to time as described in paragraph 14 below.

                  I.       (1) Submit complete and accurate annual financial
statements for MarineMax within ninety (90) days after the end of MarineMax's
fiscal or calendar year; (2) submit complete financial statements for MarineMax
based on reporting following the quarter end; and, (3) consent to full and open
disclosure of financial information concerning MarineMax and between Hatteras
and any financial institution or company which finances all or part of Dealer's
Product inventory.

                  J.       Conduct business in manner that preserves and
enhances the reputation and goodwill of both Hatteras and Dealer for providing
quality products and services, and submit to Hatteras truthful and accurate
statements, reports and information.

                                       3


                  K.       Maintain an ability to purchase Product inventory via
flooring and/or self-financing that is customary to the ability to carry on hand
and display Hatteras' current Product models as indicated on Exhibit A of this
Agreement, except as noted in the attached Addendum.

                  L.       Allow the application of any rebates or account
credits owed to Dealer as an offset against any losses, debts or monies owed to
Hatteras by Dealer, including but not limited to losses or debts applicable to
open Products accounts, unpaid retail show space, and to any losses relating to
Dealer flooring or financing.

                  M.       Indemnify and hold harmless Hatteras, its parent,
affiliates and subsidiaries who finance Dealer's Product inventory against any
and all claims or losses whatsoever as a result of Dealer's failure to meet or
comply with its obligations under this Agreement to Hatteras or to such
indemnified financial institutions.

                  N.       Maintain a CSI rating to preserve Hatteras' image in
the market place.

                  O.       Comply with those Dealer obligations that may be
imposed or established for similar situated Dealers by Hatteras and which are
included in this Agreement, annual Dealer Programs and policies and Hatteras'
Internet Policy to the maximum extent permitted by applicable law.

                  P.       Maintain a financial condition which is adequate to
satisfy and perform its obligations under this Agreement, including the ability
to accept and floor plan trade-in products.

                  Q.       Maintain in confidence all Hatteras proprietary and
confidential information which is disclosed to Dealer.

                  R.       Provide prior written notice to Hatteras if Dealer
desires to make any change in Dealer's financing of its Product inventory or
business and give Hatteras sufficient time to discuss and review with Dealer the
effect of the proposed change.

                  S.       Notify Hatteras of any proposed change in the control
or management of the Dealer and the addition or deletion of any Dealer
Location(s).

         4.       Orders: Dealer agrees to submit orders to Hatteras in a manner
and format prescribed by Hatteras, which orders shall be subject to Hatteras'
current terms and conditions of sale. Any order which does not comply with
Hatteras' terms and conditions need not be filled by Hatteras. Any additional or
different terms submitted by Dealer will be void and of no effect. Dealer
cancellation of orders will be subject to Hatteras' then current cancellation
policy. All orders submitted by Dealer are subject to acceptance by Hatteras.

         5.       Prices: The Products (including parts) sold to the Dealer by
Hatteras shall be on the basis of price lists published by Hatteras from time to
time, less any applicable discounts allowed by Hatteras' programs applicable to
Dealer. Hatteras shall have the right to revise the price lists or applicable
discounts on programs at any time, except for any retail contracts that may have
been approved by Hatteras or as otherwise reflected in the attached Addendums.
Hatteras shall have no obligation to reimburse Dealer for any loss which Dealer
may sustain by reason of any change in price, program, or discount. Terms of
payment will be as specified from time to time by Hatteras. Dealer will pay
Hatteras the lesser of 1.5% late charges per month on any past due invoice, or
the maximum permitted by state law, unless contested in good faith. Hatteras may
refuse shipment for any credit reason, including Dealer's failure to pay for a
prior shipment. Dealer will reimburse Hatteras for all necessary costs in
collecting past due accounts, including

                                       4


attorney fees and court costs. Hatteras retains a security interest and lien on
all Products sold to Dealer and all proceeds arising out of the sale of Products
until Products are paid for in full in cash and Dealer hereby agrees to execute
and/or file with appropriate government agencies such agreements and statements
that reasonably may be requested by Hatteras to confirm and perfect such
security interest.

         6.       Shipments: All shipments of Products shall be made FOB the
Hatteras factory designated by Hatteras, at which time title shall pass. Dealer
shall pay all applicable shipping, transportation, delivery and handling charges
for Products ordered. If Dealer fails to accept delivery of any Products
ordered, Dealer shall reimburse Hatteras for any costs incurred, including
inventory carrying charges and resale costs incurred by Hatteras. If Hatteras
ships Products not ordered by Dealer, Dealer shall have the right to refuse
delivery, in which event Hatteras shall pay all costs incurred in returning same
to Hatteras. Shipments shall be subject to Hatteras' production schedule and
availability of materials or transportation equipment. No liability shall be
sustained by Hatteras by reason of its not filling any order due to
circumstances beyond its reasonable control such as, but not limited to, labor
disputes, natural disasters, accidents to machinery, acts of God, acts of or
threatened acts of war or terrorism, material shortages or regulations.

         7.       Risk of Loss: Risk of loss for Products ordered by Dealer
shall pass to Dealer at the time the Products or part are tendered to the
designated carrier at the Hatteras factory. Hatteras will arrange for insurance
from the shipping point to the final delivery point. Dealer will be the loss
payee on any claim. Hatteras will assist Dealer in the processing and collection
of any claims against the carrier contracted by Hatteras.

         8.       Payment - Claims: All sales of Products to Dealer shall be
paid for in advance by Dealer, unless otherwise agreed between Hatteras and
Dealer. All claims for shortage or damages or unacceptable goods shall be made
at the time of arrival of the shipment. The failure of Dealer to give such
notification shall constitute a waiver of any such claim. Dealer shall cause to
be paid or shall make reimbursement to Hatteras in full for any and all taxes,
duties, or other charges imposed by federal, state, municipal or other
governmental authority upon any purchase or sale under this Agreement.

         9.       Product Modification: Hatteras shall have the right to
discontinue the sale of Products or to modify the design and components of
Products at any time; provided, however, that Hatteras shall notify Dealer,
prior to shipment, of any major design changes with respect to Products
previously ordered by Dealer, except as noted in the attached Addendum.

         10.      Warranties: Dealer agrees to:

                  A.       Sell Products only on the basis of Hatteras'
published applicable Limited Warranty and make no other warranty or
representations concerning the Limited Warranty, express or implied, either
verbally or in writing.

                  B.       Display at each Dealer Location that Product warranty
information required by applicable law and furnish and make known to the
first-use purchaser at the time of delivery the appropriate operations and
maintenance manual provided by Hatteras, the Product installation instructions,
if any, together with Hatteras' written limited warranty, including all
disclaimers and limitations thereto.

                  C.       Expressly inform the purchaser in writing of the
terms of the Hatteras Limited Warranty that no Hatteras warranty applies if the
Product is "used", which includes personal or substantial demonstration
(excluding reasonable sea trials and demos for prospective customers or for
marketing purposes at Rendezvous) use by the Dealer unless Hatteras expressly
authorizes such warranty in writing.

                                       5


No Product warranty shall apply if the design or material of the Product is
substantially modified without the express authorization of Hatteras in writing.

                  D.       Provide timely warranty service on all Product
presented to Dealer by purchasers in accordance with Hatteras' then current
warranty service program. Dealer agrees to make all claims for reimbursement
under Hatteras' warranty service program in the manner prescribed by Hatteras.
Hatteras may revise its warranty service program from time to time, providing
Dealer with written notification of all revisions and those revisions will
supersede all previous programs.

                  E.       Provide Hatteras with access to its books and records
and provide such additional documentation which Hatteras may reasonably request
to verify the accuracy of the warranty claims submitted to Hatteras by Dealer
and the service provided by Dealer with regard to such warranty claims. In the
event Hatteras finds errors in the aggregate greater than 5% for claims
submitted by Dealer and paid by Hatteras, Hatteras may calculate the percentage
rate of error, and using that percentage rate of error, extrapolate the amount
owed to Hatteras for up to three (3) prior years of paid claims made by Hatteras
to Dealer. Within thirty (30) days of such notice, Dealer shall either pay the
extrapolated amount to Hatteras or pay the cost of a full audit by Hatteras or
Hatteras' designee and pay to Hatteras that amount, if any, found to be owing to
Hatteras as a result of such audit. If the audit is unfounded, then Hatteras
agrees to pay for the audit. Hatteras agrees to honor all legitimate warranty
claims on Products when made by purchaser through Dealer in the manner
prescribed by Hatteras. Hatteras shall respond to all proper and legitimate
warranty claims submitted by Dealer within the terms and conditions of the
Hatteras Limited Warranty. Hatteras agrees to pay or credit all accepted and
undisputed claims within thirty (30) days after receipt of all required
documentation.

         11.      Indemnity for Boat Show Space Obtained from Hatteras. Hatteras
on behalf of the Dealer may contract with and agree to indemnify boat show
sponsors and other related parties for boat show space, Dealer hereby agrees to
defend and indemnify Hatteras, and any boat show sponsor which Hatteras has
agreed to indemnify, from any and all claims, causes of action and suits
resulting from the acts or omissions of Dealer in setting up of boat show space
originally obtained by Hatteras.

         12.      Repossession or Repurchase of Product by Hatteras: Dealer
shall be liable to and reimburse Hatteras for any and all losses or deficiencies
on the sale or disposition of any merchandise (including Products) purchased by
Dealer pursuant to this Agreement which is repossessed or repurchased by
Hatteras for any reason whatsoever, except as noted in the addendum and 16G.
Dealer shall also be liable for any and all discounts, volume rebates or other
sales incentives paid to Dealer on merchandise, repurchased, all attorney's
fees, court costs and expenses incurred in connection with such repossession or
repurchase, except as noted in Addendum.

         13.      Trademarks and Service Marks: Dealer acknowledges that
Hatteras or its affiliated companies are the exclusive owners of various
trademarks, service marks, trade designations and trade dress (collectively
"Identification") which Hatteras uses in connection with Products and its
business. Dealer is authorized to use Identification only in the manner
prescribed by Hatteras, only in connection with the promotion and sale of
Products and only until the expiration or termination of this Agreement. Dealer
shall not use Identification in any manner that adversely reflects upon the
reputation of Hatteras or in relation to any other matter that is a breach of
this Agreement. Dealer shall not use Identification or advertise outside of the
Territory without Hatteras' express written consent, except as outlined in the
attached Addendum. Authorization shall not be interpreted as a license for use
of Identification. Dealer acquires no proprietary rights with respect to
Identification and this authorization shall terminate simultaneously with the
termination or expiration of this Agreement. In the event of expiration or
termination of this Agreement, Dealer shall immediately discontinue use of
Identification in any way whatsoever and shall thereafter not use, either

                                       6


directly or indirectly, any Identification or any confusingly similar
Identification in a manner likely to confuse, mistake or deceive the public.

         14.      Performance Standards: Hatteras, after consultation with
Dealer, may establish fair and reasonable standards of sales performance for the
Dealership. Such standards are based on factors such as population, sales
potential, market share percentage of the Products sold in the Territory as
compared to competitive products sold in the Territory, economic conditions at
the Dealer Location(s), competition from other marine dealerships in the area,
past sales history, number of locations, and any special circumstances that may
affect the sale of Products or the Dealer. Sales performance under this
Agreement is agreed to as shown on attached Exhibit A, the Dealer Commitment
Acknowledgment and Addendum.
s
         15.      No Agency Created: It is understood and agreed that Dealer is
not, nor shall it at any time represent itself to be, the agent, employee,
representative or franchisee of Hatteras. Dealer shall not enter into any
contract or commitment in the name of or on behalf of Hatteras. Hatteras has no
fiduciary duty to Dealer pursuant to the Agreement or the relationship between
the parties.

         16.      Term of Agreement - Termination:

                  A.       Upon execution by Hatteras, the term of this
Agreement shall be from July 1, 2003 until June 30, 2004 subject, however, to
the provisions set forth below and in Paragraph 18 that provide for earlier
termination and except as noted in the addendum.

                  B.       Hatteras will give at least sixty (60) days notice
prior to expiration of the Agreement of its intent not to enter into a new
Agreement with Dealer unless: (1) Dealer fails or refuses to place a minimum
stocking order of the next model year's Products, or (2) Dealer fails to meet
its financial obligations as they become due to either Hatteras or lender(s)
financing Products. Dealer agrees to provide Hatteras written notice of its
intent not to enter a new Agreement at least sixty (60) days prior to expiration
of this Agreement. Neither party is under any obligation express or implied, to
renew or extend this Agreement or to enter into a new Agreement upon expiration,
except as outlined in the Addendum. Sale of Product to Dealer after termination
shall not be deemed renewal or extension of this Agreement.

                  C.       This Agreement may be terminated at any time by the
mutual consent of the parties. Either party may, upon thirty (30) days written
notice to the other stating the reasons therefore, terminate this Agreement upon
the other party's breaching or defaulting or failing to comply with any material
obligation, covenant, representation, warranty or duty imposed herein that is
applicable to such other party and is an essential condition of this Agreement,
and provided that the breach or default has not been cured during the
notification period. If the breach or default is not subject to cure (such as
the commission of an act of bad faith), this Agreement may be terminated
immediately, effective upon notice to the breaching or defaulting party.

                  D.       This Agreement may be immediately terminated by a
party upon written notice to the other party if any of the following occur with
regard to the other party: (1) the other party ceases to exist; (2) the other
party becomes insolvent or takes or fails to take any action which constitutes
an admission of inability to pay debts as they mature; (3) the other party makes
a general assignment for the benefit of creditors to an agent authorized to
liquidate any substantial amount of assets; (4) the other party becomes a
subject of an "order for relief" within the meaning of the United States
Bankruptcy Code; (5) the other party applies to a court for the appointment of a
receiver for any assets or properties; or, (6) the other party makes a
fraudulent misrepresentation that is material to this Agreement.

                                       7


                  E.       This Agreement may be terminated immediately by
Hatteras upon the occurrence of those matters described in Paragraph 18.A.
below.

                  F.       This Agreement may be terminated by Hatteras
(notwithstanding and in addition to the provisions of subparagraph C and other
subparagraphs) upon the giving of at least ten (10) days prior written notice to
Dealer where there are unpaid sums due and owing to Hatteras that remain unpaid,
in whole or part, at the end of such notice period, unless such amount is
disputed in good faith by Dealer.

                  G.       On or before the termination of this Agreement,
Dealer shall provide written notice to Hatteras of all unsold Products subject
to possible repurchase by Hatteras or appropriate financial institution who
financed Dealer's Product inventory, including Product serial numbers and the
Dealer's net purchase price for each Product, except as outlined in the
Addendum. Upon the termination of this agreement, except as noted in the
Addendum, (including expiration and failure to enter into a new agreement),
Dealer shall offer to sell to Hatteras or Hatteras' designee, at Dealer's net
purchase price (not including transportation, insurance, freight or financing
costs), less any discounts or rebates previously paid by Hatteras' program
("Dealer Purchase Price"), Dealer's entire stock of Products in a new and unused
(non demo as described in paragraph 10 c) condition. Hatteras shall have thirty
(30) days after the termination of this Agreement to accept Dealer's offer of
sale, which acceptance shall be provided by a written notice given to dealer. If
Hatteras terminates this Agreement prior to its expiration date without cause,
Hatteras will offer to purchase Dealer's entire unsold stock of Products in a
new and unused (non demo as described in paragraph 10c) condition at the Dealer
Purchase Price, which offer must be accepted by a written notice provided to
Hatteras within ten (10) days after termination of this Agreement. Except as
expressly described herein, Hatteras shall not be obligated to repurchase
Products if this Agreement is terminated or expires or is not renewed, except as
noted in the attached Addendum. Dealer shall sell such Products to Hatteras or
its designee, and such repurchase is conditional upon Dealer's ability to sell
such Products, with good and merchantable title, free and clear of all liens and
encumbrances. Dealer shall deliver all title documentation requested by Hatteras
and Dealer shall execute a limited power of attorney on behalf of Hatteras for
purposes of executing all necessary title documentation. Payment for purchased
Product shall be, at Hatteras' option, by credit, offset or payment made to
dealer within ten (10) days after Hatteras' acceptance of the purchased Product,
subject as where noted with specific side agreements.

                  H.       If Hatteras terminates or Hatteras and Dealer
mutually terminate this Agreement prior to its expiration date, provided the
termination is not for quality of service, fraud, or financial instability or
insolvency of Dealer, Hatteras will nevertheless continue to sell warranty parts
and accessories for Products on a cash on delivery basis for a period not to
exceed twelve (12) months from the warranty activation period of the last
Hatteras Product delivered by the Dealer in order that Dealer may continue to
provide warranty service on Products which have outstanding warranties.

                  J.       Any period of time described in the Agreement shall
be modified to include such different period of time that may be required by
applicable law.

         17.      Governing Law: This Agreement has been signed by Dealer on the
date reflected below, and shall become binding upon the execution by Hatteras at
its headquarters in North Carolina, U.S.A. This Agreement shall be governed,
interpreted and construed according to the laws of the State of North Carolina,
U.S.A., without regard to applicable conflicts of law.

         18.      Assignability:

                  A.       This appointment and Agreement is made and entered
into with the distinct understanding that it is personal with Dealer and
Dealer's affiliates and is not, whether by operation of law or

                                       8


otherwise, assignable or in any part delegable or transferable unless the
express written consent of Hatteras is obtained provided, however, that Dealer
may assign the appointment and this Agreement to a subsidiary or affiliate
without consent, by informing the assignment in writing to Hatteras. Unless
first approved by Hatteras in writing, any purported assignment, delegation or
subcontracting of Dealer's rights and obligations under this Agreement in
contravention of this Agreement or any change in control in contravention of
this Agreement may immediately render this Agreement, at Hatteras' option,
terminated. Any unconsented to assignment in contravention of this Agreement
shall, at Hatteras' option, be deemed void.

         19.      Notices: Any written notice given pursuant to this Agreement
shall be either hand delivered (by courier or otherwise), or mailed, postage
prepaid, by Registered or Certified Mail, return receipt requested, to the party
at the respective principal place of business first above written. Notice may
also be given by fax if a copy is also mailed in the manner described herein.
Such notice shall be deemed to be given upon first receipt. A change of address
may be given by such notice.

         20.      Entire Agreement - Non-Waiver - Separability: This Agreement
and the attached Addendum contains the entire agreement between the parties with
respect to the matters set forth herein and may not be amended or modified
except by written instrument signed by Hatteras and Dealer that expressly states
that the writing constitutes a rider or modification to this Agreement, provided
that Hatteras may at its sole discretion and from time to time make changes to
Dealer Programs and Hatteras' Internet Policy upon the giving of notice to
Dealer. This Agreement and the Addendum attached hereto terminates and replaces
all prior agreements made between the parties and there are no other agreements
regarding the matters herein provided that each party shall remain obligated to
the other for any monies owed under such prior agreements between the parties,
and except for payments to be made to Dealer in the ordinary course of business
there are no other monies, claims or actions which may give rise to or result in
any compensation or monies being owed to Dealer by Hatteras. Failure on the part
of Hatteras or Dealer to enforce any term of this Agreement shall not constitute
a waiver thereof. Any provision of this Agreement which in any way contravenes
or is unenforceable under applicable law shall not apply and shall be deemed
separable and not to be a part of this Agreement without affecting the validity
of the remaining provisions. The Hatteras Dealer Programs and Policies and their
content as well as the Hatteras Internet Policy is incorporated herein by
reference. Dealer represents to Hatteras that it is not aware of any claims,
causes of action or disputes that it has or may assert against Hatteras that
arise out of or have accrued prior to the effective date of this Agreement.
Dealer further represents to Hatteras that Dealer has not breached or otherwise
violated any material term or condition of any previous Agreement with Hatteras.

         21.      Guarantee: As a condition for Hatteras' entering into this
Agreement, MarineMax has signed this document as evidence of its irrevocable
guarantee of the Dealer's performance of all the financial duties and financial
obligations provided for in this Agreement.

         22.      Disputes. All disputes, controversies or claims connected
with, arising out of, or relating to this Agreement, or any modification,
extension or renewal thereof, or to any causes of action that result from such
relationship, shall be subject exclusively to the remedy of arbitration
described herein, including but not limited to sums due under this Agreement,
the interpretation, performance or nonperformance of this Agreement, and claim
for damages or rescission, a breach or default of this Agreement, the creation,
termination or nonrenewal of this Agreement (such as a dispute regarding the
causes, validity or circumstances of the termination, nonextension, or
nonrenewal), and trade regulations or antitrust claims, whether such
controversies or claims are in law or equity or include claims based upon
contract, statute, tort or otherwise. All controversies shall be conducted in
accordance with the American Arbitration Association Commercial Arbitration
Rules.

                                       9


         The arbitration shall be governed by the United States Arbitration Act,
9 U.S.C. Section 1-16, as amended, and judgment upon the award rendered by the
arbitrator may be entered by any court having jurisdiction thereof. The place of
the arbitration shall be at Raleigh, North Carolina. Dealer consents to personal
jurisdiction of such court, including the federal and state courts located in
the State of North Carolina. The arbitrator is not empowered to and shall not
award damages in excess of actual damages and in no event shall the arbitrator
award punitive, special or consequential damages, or prejudgment interest.

         This Paragraph shall survive the expiration or termination of this
Agreement.

         Except for sums owing to Hatteras all arbitration claims and
proceedings must be instituted within one (1) year after the cause of action
arises, and the failure to institute arbitration proceedings within such period
shall constitute an absolute bar to the institution of any proceedings and a
waiver and relinquishment of all such claims.

         23.      Miscellaneous: Except as expressly described to the contrary
in this Agreement, the rights and remedies of each party are not exclusive and
where consent or approval is to be given that party may withhold such consent or
approval for any reason.

         24.      Confidentiality: Hatteras shall maintain in confidence all
Dealer proprietary and confidential information which is disclosed to Hatteras.

         IN WITNESS WHEREOF, Hatteras and Dealer have executed this Agreement as
of the date first above written.

HATTERAS YACHTS DIVISION OF             MarineMax Motor Yachts, LLC
BRUNSWICK CORPORATION

By:    __________________________       By:    _____________________________

Title: __________________________       Title: _____________________________

Date:  __________________________

                                        MarineMax, Inc.

                                        By:    __________________________

                                        Title: __________________________

                                        Date:  __________________________

                                       10


                                    HATTERAS

                           SALES AND SERVICE AGREEMENT

         THIS AGREEMENT (which includes the attached addendum, exhibits and
attachments contained herein) made this 1st day of July, 2003 between HATTERAS
YACHTS DIVISION of Brunswick Corporation, a Delaware corporation, (hereinafter
referred to as "Hatteras"), having its principal place of business at 110 North
Glenburnie Road, New Bern, North Carolina 28560, and MarineMax Motor Yachts,
LLC, with its principal place of business at 2551 South Shore Harbor, Pier 13,
League City, TX, 77573 a Limited Liability Corporation organized and existing
under the laws of the State of Delaware (hereinafter referred to as "Dealer")
and its parent corporation, MarineMax Inc. a Delaware Corporation with its
principal place of business at 18167 US 19 North, Suite 499, Clearwater, FL
33764 (hereforth referral to as "MarineMax"), whereby in consideration of the
mutual covenants herein contained, it is agreed as follows:

         1.       Appointment of Dealers: Hatteras hereby appoints Dealer as a
non-exclusive dealer for the retail sale, display, and servicing of the
following Hatteras product(s) and repair parts (hereinafter "Product" or
"Products") as specified in the Hatteras 2004 Agreement and Dealer Programs
applicable to Hatteras dealers selling comparable Products (hereinafter referred
to as "Agreement"), from the below described Dealer Location(s), which Products
shall be purchased only from Hatteras or an authorized Hatteras dealer. Hatteras
reserves the right to make sales to purchasers and to appoint other Dealers to
sell Products within the defined marketing territory set forth in Paragraph 2
below (hereinafter referred to as the "Territory"):



                                                          Dealer      Hatteras
                                                                
50' - 70' Convertibles, Parts and Accessories             ______       ______
82' - 90' Convertibles, Parts and Accessories             ______       ______
63' - 80' Motor Yachts, Parts and Accessories             ______       ______
84' - 100' Motor Yachts, Parts and Accessories            ______       ______


Notwithstanding the above provisions, during the term of this Agreement, and
provided that Dealer is in compliance with the material obligations, performance
standards, terms, conditions, and covenants as specified in this Agreement and
any modifications, Hatteras shall not appoint another or other dealers to sell
Product from a dealer location that is within the Territory.

Hatteras will not sell direct in the assigned Territory without prior
consultation, subject to the attached Addendum.

*Both parties must initial the product descriptions to be included in this
Agreement.

                                       11


         2.       Location: Dealer shall sell at retail, display, and service
Products only at and from the following non-exclusive location(s) ("Dealer
Location(s)"), which Dealer Location(s) are both sales and service unless
otherwise specified hereto in writing:



                Sales Location                                       Service Location
                --------------                                       ----------------
                                                     
2551 South Shore Harbor, Pier 13, League City, TX       2551 South Shore Harbor, Pier 13, League
                                                          City, TX

                                                        3001 Nasa Road One, Seabrook, TX


and Dealer shall concentrate its sales and service effort to within the
following Territory:

         Texas

Dealer shall not delete, change or add to the above Dealer Location(s) without
the prior written consent of Hatteras, which consent shall not be unreasonably
withheld, and Hatteras may consider any relevant factors and consequences as
part of such approval process, including but limited to the Dealer's
qualifications, abilities and financial capabilities to perform the Agreement
obligations and to operate the business from the proposed Dealer location,
applicable legal restrictions, and the effect such a grant would have on the
resulting Territory configuration and adjacent Hatteras dealer sales. Dealer
will not sell Products for use by or to a purchaser located outside of the
country in which the Dealer is located, except as noted in the attached
Addendum, or to others for the purpose of resale without the prior written
consent of Hatteras. Specifically, Dealer shall not utilize the services of a
broker or similar agent to sell Product unless employed as a subcontractor of
the Dealer or working for the Dealer subject to the terms and conditions of this
Agreement and the policies of Hatteras. In addition, Dealer shall not sell,
advertise, solicit for sale, or offer for resale Products outside of the
Territory except Dealer may advertise in recognized and established marine
publications with acceptable cross-territorial distribution, subject to the
Addendum attached. Dealer agrees not to advertise price (with the exception of
the current MSRP) of Hatteras' Products in any electronic media, newspaper,
trade publications or other publication or medium that is cross territorial
and/or distributed outside of the Territory. Dealer agrees to provide
appropriate facilities and to assume full and complete managerial authority and
responsibility for the display, retail sale and service of the Products at and
from each Dealer Location, as appropriate.

         3.       Dealer's Responsibilities: Dealer agrees to:

                  A.       Devote its best efforts to appropriately promote,
display, advertise and sell Products at each Dealer Location in accordance with
the terms of this Agreement and all applicable federal, state and local laws.
Dealer shall display and utilize at each Dealer Location signs, graphics and
image elements with Hatteras' Identification, as defined herein, subject to the
requirements and approval by Hatteras, that will positively reflect the Hatteras
image and promote the retail sale of the Products.

                  B.       Purchase and carry on hand a sufficient inventory of
current Products and parts to meet the reasonable demand of customers.

                  C.       Maintain at each Dealer Location (unless a sales
location only and then service is to be provided at another Dealer Location or
associated and authorized Hatteras service facility) a service department that
Dealer agrees to staff, train and equip to promptly and professionally service
Products; and to maintain at said Location parts and supplies to properly
service Products on a timely basis.

                  D.       Perform any and all necessary Product rigging,
installation, inspection and Product orientation services prior to delivery to
the purchaser as required by Hatteras and perform post-sale service

                                       12


of all Products originally sold by Dealer and brought to Dealer for service.
Dealer shall advise all purchasers that dealers in other locations are not
required to provide warranty and service work for the purchaser and all such
work is the responsibility of Dealer. Dealer shall instruct the purchaser to
contact it prior to moving the Product so arrangements for warranty or service
work can be made. However, Dealer may be required to provide or arrange for
warranty and service work for Product regardless of the area or condition of
sale. Dealer will secure all Product inventory against weathering and damage and
maintain inventory at all times in a like new and unused condition.

                  E.       Furnish each Product purchaser with Hatteras' Limited
Warranty on new Products and with information and training as to the safe and
proper operation and maintenance of the Product.

                  F.       Complete and submit Hatteras' Warranty Registration
Card and Warranty Awareness Checklist immediately upon delivery of the Products
to the purchaser and assist Hatteras in performing Products defect and recall
campaigns. In the event Dealer fails to return said card to Hatteras as
prescribed herein, Dealer agrees to indemnify Hatteras against any liability,
loss or damage which Hatteras may sustain as a result of said failure. Hatteras
will notify Dealer if Hatteras has not received the warranty registration card.

                  G.       Maintain complete Product sales and service records
and report to Hatteras on a regular basis the name and address of each Product
purchaser, upon request.

                  H.       Achieve Product sales and service performance in
accordance with fair and reasonable standards and sales levels established by
Hatteras from time to time as described in paragraph 14 below.

                  I.       (1) Submit complete and accurate annual financial
statements for MarineMax within ninety (90) days after the end of MarineMax's
fiscal or calendar year; (2) submit complete financial statements for MarineMax
based on reporting following the quarter end; and, (3) consent to full and open
disclosure of financial information concerning MarineMax and between Hatteras
and any financial institution or company which finances all or part of Dealer's
Product inventory.

                  J.       Conduct business in manner that preserves and
enhances the reputation and goodwill of both Hatteras and Dealer for providing
quality products and services, and submit to Hatteras truthful and accurate
statements, reports and information.

                  K.       Maintain an ability to purchase Product inventory via
flooring and/or self-financing that is customary to the ability to carry on hand
and display Hatteras' current Product models as indicated on Exhibit A of this
Agreement, except as noted in the attached Addendum.

                  L.       Allow the application of any rebates or account
credits owed to Dealer as an offset against any losses, debts or monies owed to
Hatteras by Dealer, including but not limited to losses or debts applicable to
open Products accounts, unpaid retail show space, and to any losses relating to
Dealer flooring or financing.

                  M.       Indemnify and hold harmless Hatteras, its parent,
affiliates and subsidiaries who finance Dealer's Product inventory against any
and all claims or losses whatsoever as a result of Dealer's failure to meet or
comply with its obligations under this Agreement to Hatteras or to such
indemnified financial institutions.

                  N.       Maintain a CSI rating to preserve Hatteras' image in
the market place.

                                       13


                  O.       Comply with those Dealer obligations that may be
imposed or established for similar situated Dealers by Hatteras and which are
included in this Agreement, annual Dealer Programs and policies and Hatteras'
Internet Policy to the maximum extent permitted by applicable law.

                  P.       Maintain a financial condition which is adequate to
satisfy and perform its obligations under this Agreement, including the ability
to accept and floor plan trade-in products.

                  Q.       Maintain in confidence all Hatteras proprietary and
confidential information which is disclosed to Dealer.

                  R.       Provide prior written notice to Hatteras if Dealer
desires to make any change in Dealer's financing of its Product inventory or
business and give Hatteras sufficient time to discuss and review with Dealer the
effect of the proposed change.

                  S.       Notify Hatteras of any proposed change in the control
or management of the Dealer and the addition or deletion of any Dealer
Location(s).

         4.       Orders: Dealer agrees to submit orders to Hatteras in a manner
and format prescribed by Hatteras, which orders shall be subject to Hatteras'
current terms and conditions of sale. Any order which does not comply with
Hatteras' terms and conditions need not be filled by Hatteras. Any additional or
different terms submitted by Dealer will be void and of no effect. Dealer
cancellation of orders will be subject to Hatteras' then current cancellation
policy. All orders submitted by Dealer are subject to acceptance by Hatteras.

         5.       Prices: The Products (including parts) sold to the Dealer by
Hatteras shall be on the basis of price lists published by Hatteras from time to
time, less any applicable discounts allowed by Hatteras' programs applicable to
Dealer. Hatteras shall have the right to revise the price lists or applicable
discounts on programs at any time, except for any retail contracts that may have
been approved by Hatteras or as otherwise reflected in the attached Addendums.
Hatteras shall have no obligation to reimburse Dealer for any loss which Dealer
may sustain by reason of any change in price, program, or discount. Terms of
payment will be as specified from time to time by Hatteras. Dealer will pay
Hatteras the lesser of 1.5% late charges per month on any past due invoice, or
the maximum permitted by state law, unless contested in good faith. Hatteras may
refuse shipment for any credit reason, including Dealer's failure to pay for a
prior shipment. Dealer will reimburse Hatteras for all necessary costs in
collecting past due accounts, including attorney fees and court costs. Hatteras
retains a security interest and lien on all Products sold to Dealer and all
proceeds arising out of the sale of Products until Products are paid for in full
in cash and Dealer hereby agrees to execute and/or file with appropriate
government agencies such agreements and statements that reasonably may be
requested by Hatteras to confirm and perfect such security interest.

         6.       Shipments: All shipments of Products shall be made FOB the
Hatteras factory designated by Hatteras, at which time title shall pass. Dealer
shall pay all applicable shipping, transportation, delivery and handling charges
for Products ordered. If Dealer fails to accept delivery of any Products
ordered, Dealer shall reimburse Hatteras for any costs incurred, including
inventory carrying charges and resale costs incurred by Hatteras. If Hatteras
ships Products not ordered by Dealer, Dealer shall have the right to refuse
delivery, in which event Hatteras shall pay all costs incurred in returning same
to Hatteras. Shipments shall be subject to Hatteras' production schedule and
availability of materials or transportation equipment. No liability shall be
sustained by Hatteras by reason of its not filling any order due to
circumstances beyond its reasonable control such as, but not limited to, labor
disputes, natural disasters, accidents to machinery, acts of God, acts of or
threatened acts of war or terrorism, material shortages or regulations.

                                       14


         7.       Risk of Loss: Risk of loss for Products ordered by Dealer
shall pass to Dealer at the time the Products or part are tendered to the
designated carrier at the Hatteras factory. Hatteras will arrange for insurance
from the shipping point to the final delivery point. Dealer will be the loss
payee on any claim. Hatteras will assist Dealer in the processing and collection
of any claims against the carrier contracted by Hatteras.

         8.       Payment - Claims: All sales of Products to Dealer shall be
paid for in advance by Dealer, unless otherwise agreed between Hatteras and
Dealer. All claims for shortage or damages or unacceptable goods shall be made
at the time of arrival of the shipment. The failure of Dealer to give such
notification shall constitute a waiver of any such claim. Dealer shall cause to
be paid or shall make reimbursement to Hatteras in full for any and all taxes,
duties, or other charges imposed by federal, state, municipal or other
governmental authority upon any purchase or sale under this Agreement.

         9.       Product Modification: Hatteras shall have the right to
discontinue the sale of Products or to modify the design and components of
Products at any time; provided, however, that Hatteras shall notify Dealer,
prior to shipment, of any major design changes with respect to Products
previously ordered by Dealer, except as noted in the attached Addendum.

         10.      Warranties: Dealer agrees to:

                  A.       Sell Products only on the basis of Hatteras'
published applicable Limited Warranty and make no other warranty or
representations concerning the Limited Warranty, express or implied, either
verbally or in writing.

                  B.       Display at each Dealer Location that Product warranty
information required by applicable law and furnish and make known to the
first-use purchaser at the time of delivery the appropriate operations and
maintenance manual provided by Hatteras, the Product installation instructions,
if any, together with Hatteras' written limited warranty, including all
disclaimers and limitations thereto.

                  C.       Expressly inform the purchaser in writing of the
terms of the Hatteras Limited Warranty that no Hatteras warranty applies if the
Product is "used", which includes personal or substantial demonstration
(excluding reasonable sea trials and demos for prospective customers or for
marketing purposes at Rendezvous) use by the Dealer unless Hatteras expressly
authorizes such warranty in writing. No Product warranty shall apply if the
design or material of the Product is substantially modified without the express
authorization of Hatteras in writing.

                  D.       Provide timely warranty service on all Product
presented to Dealer by purchasers in accordance with Hatteras' then current
warranty service program. Dealer agrees to make all claims for reimbursement
under Hatteras' warranty service program in the manner prescribed by Hatteras.
Hatteras may revise its warranty service program from time to time, providing
Dealer with written notification of all revisions and those revisions will
supersede all previous programs.

                  E.       Provide Hatteras with access to its books and records
and provide such additional documentation which Hatteras may reasonably request
to verify the accuracy of the warranty claims submitted to Hatteras by Dealer
and the service provided by Dealer with regard to such warranty claims. In the
event Hatteras finds errors in the aggregate greater than 5% for claims
submitted by Dealer and paid by Hatteras, Hatteras may calculate the percentage
rate of error, and using that percentage rate of error, extrapolate the amount
owed to Hatteras for up to three (3) prior years of paid claims made by Hatteras
to Dealer. Within thirty (30) days of such notice, Dealer shall either pay the
extrapolated amount to Hatteras or

                                       15


pay the cost of a full audit by Hatteras or Hatteras' designee and pay to
Hatteras that amount, if any, found to be owing to Hatteras as a result of such
audit. If the audit is unfounded, then Hatteras agrees to pay for the audit.
Hatteras agrees to honor all legitimate warranty claims on Products when made by
purchaser through Dealer in the manner prescribed by Hatteras. Hatteras shall
respond to all proper and legitimate warranty claims submitted by Dealer within
the terms and conditions of the Hatteras Limited Warranty. Hatteras agrees to
pay or credit all accepted and undisputed claims within thirty (30) days after
receipt of all required documentation.

         11.      Indemnity for Boat Show Space Obtained from Hatteras. Hatteras
on behalf of the Dealer may contract with and agree to indemnify boat show
sponsors and other related parties for boat show space, Dealer hereby agrees to
defend and indemnify Hatteras, and any boat show sponsor which Hatteras has
agreed to indemnify, from any and all claims, causes of action and suits
resulting from the acts or omissions of Dealer in setting up of boat show space
originally obtained by Hatteras.

         13.      Repossession or Repurchase of Product by Hatteras: Dealer
shall be liable to and reimburse Hatteras for any and all losses or deficiencies
on the sale or disposition of any merchandise (including Products) purchased by
Dealer pursuant to this Agreement which is repossessed or repurchased by
Hatteras for any reason whatsoever, except as noted in the addendum and 16G.
Dealer shall also be liable for any and all discounts, volume rebates or other
sales incentives paid to Dealer on merchandise, repurchased, all attorney's
fees, court costs and expenses incurred in connection with such repossession or
repurchase, except as noted in Addendum.

         13.      Trademarks and Service Marks: Dealer acknowledges that
Hatteras or its affiliated companies are the exclusive owners of various
trademarks, service marks, trade designations and trade dress (collectively
"Identification") which Hatteras uses in connection with Products and its
business. Dealer is authorized to use Identification only in the manner
prescribed by Hatteras, only in connection with the promotion and sale of
Products and only until the expiration or termination of this Agreement. Dealer
shall not use Identification in any manner that adversely reflects upon the
reputation of Hatteras or in relation to any other matter that is a breach of
this Agreement. Dealer shall not use Identification or advertise outside of the
Territory without Hatteras' express written consent, except as outlined in the
attached Addendum. Authorization shall not be interpreted as a license for use
of Identification. Dealer acquires no proprietary rights with respect to
Identification and this authorization shall terminate simultaneously with the
termination or expiration of this Agreement. In the event of expiration or
termination of this Agreement, Dealer shall immediately discontinue use of
Identification in any way whatsoever and shall thereafter not use, either
directly or indirectly, any Identification or any confusingly similar
Identification in a manner likely to confuse, mistake or deceive the public.

         14.      Performance Standards: Hatteras, after consultation with
Dealer, may establish fair and reasonable standards of sales performance for the
Dealership. Such standards are based on factors such as population, sales
potential, market share percentage of the Products sold in the Territory as
compared to competitive products sold in the Territory, economic conditions at
the Dealer Location(s), competition from other marine dealerships in the area,
past sales history, number of locations, and any special circumstances that may
affect the sale of Products or the Dealer. Sales performance under this
Agreement is agreed to as shown on attached Exhibit A, the Dealer Commitment
Acknowledgment and Addendum.

         15.      No Agency Created: It is understood and agreed that Dealer is
not, nor shall it at any time represent itself to be, the agent, employee,
representative or franchisee of Hatteras. Dealer shall not enter into any
contract or commitment in the name of or on behalf of Hatteras. Hatteras has no
fiduciary duty to Dealer pursuant to the Agreement or the relationship between
the parties.

                                       16


         16.      Term of Agreement - Termination:

                  A.       Upon execution by Hatteras, the term of this
Agreement shall be from July 1, 2003 until June 30, 2004 subject, however, to
the provisions set forth below and in Paragraph 18 that provide for earlier
termination and except as noted in the addendum.

                  B.       Hatteras will give at least sixty (60) days notice
prior to expiration of the Agreement of its intent not to enter into a new
Agreement with Dealer unless: (1) Dealer fails or refuses to place a minimum
stocking order of the next model year's Products, or (2) Dealer fails to meet
its financial obligations as they become due to either Hatteras or lender(s)
financing Products. Dealer agrees to provide Hatteras written notice of its
intent not to enter a new Agreement at least sixty (60) days prior to expiration
of this Agreement. Neither party is under any obligation express or implied, to
renew or extend this Agreement or to enter into a new Agreement upon expiration,
except as outlined in the Addendum. Sale of Product to Dealer after termination
shall not be deemed renewal or extension of this Agreement.

                  C.       This Agreement may be terminated at any time by the
mutual consent of the parties. Either party may, upon thirty (30) days written
notice to the other stating the reasons therefore, terminate this Agreement upon
the other party's breaching or defaulting or failing to comply with any material
obligation, covenant, representation, warranty or duty imposed herein that is
applicable to such other party and is an essential condition of this Agreement,
and provided that the breach or default has not been cured during the
notification period. If the breach or default is not subject to cure (such as
the commission of an act of bad faith), this Agreement may be terminated
immediately, effective upon notice to the breaching or defaulting party.

                  D.       This Agreement may be immediately terminated by a
party upon written notice to the other party if any of the following occur with
regard to the other party: (1) the other party ceases to exist; (2) the other
party becomes insolvent or takes or fails to take any action which constitutes
an admission of inability to pay debts as they mature; (3) the other party makes
a general assignment for the benefit of creditors to an agent authorized to
liquidate any substantial amount of assets; (4) the other party becomes a
subject of an "order for relief" within the meaning of the United States
Bankruptcy Code; (5) the other party applies to a court for the appointment of a
receiver for any assets or properties; or, (6) the other party makes a
fraudulent misrepresentation that is material to this Agreement.

                  E.       This Agreement may be terminated immediately by
Hatteras upon the occurrence of those matters described in Paragraph 18.A.
below.

                  F.       This Agreement may be terminated by Hatteras
(notwithstanding and in addition to the provisions of subparagraph C and other
subparagraphs) upon the giving of at least ten (10) days prior written notice to
Dealer where there are unpaid sums due and owing to Hatteras that remain unpaid,
in whole or part, at the end of such notice period, unless such amount is
disputed in good faith by Dealer.

                  G.       On or before the termination of this Agreement,
Dealer shall provide written notice to Hatteras of all unsold Products subject
to possible repurchase by Hatteras or appropriate financial institution who
financed Dealer's Product inventory, including Product serial numbers and the
Dealer's net purchase price for each Product, except as outlined in the
Addendum. Upon the termination of this agreement, except as noted in the
Addendum, (including expiration and failure to enter into a new agreement),
Dealer shall offer to sell to Hatteras or Hatteras' designee, at Dealer's net
purchase price (not including transportation, insurance, freight or financing
costs), less any discounts or rebates previously paid by Hatteras' program
("Dealer Purchase Price"), Dealer's entire stock of Products in a new and unused
(non demo as described in paragraph 10 c) condition. Hatteras shall have thirty
(30) days after the termination of this Agreement to

                                       17


accept Dealer's offer of sale, which acceptance shall be provided by a written
notice given to dealer. If Hatteras terminates this Agreement prior to its
expiration date without cause, Hatteras will offer to purchase Dealer's entire
unsold stock of Products in a new and unused (non demo as described in paragraph
10c) condition at the Dealer Purchase Price, which offer must be accepted by a
written notice provided to Hatteras within ten (10) days after termination of
this Agreement. Except as expressly described herein, Hatteras shall not be
obligated to repurchase Products if this Agreement is terminated or expires or
is not renewed, except as noted in the attached Addendum. Dealer shall sell such
Products to Hatteras or its designee, and such repurchase is conditional upon
Dealer's ability to sell such Products, with good and merchantable title, free
and clear of all liens and encumbrances. Dealer shall deliver all title
documentation requested by Hatteras and Dealer shall execute a limited power of
attorney on behalf of Hatteras for purposes of executing all necessary title
documentation. Payment for purchased Product shall be, at Hatteras' option, by
credit, offset or payment made to dealer within ten (10) days after Hatteras'
acceptance of the purchased Product, subject as where noted with specific side
agreements.

                  H.       If Hatteras terminates or Hatteras and Dealer
mutually terminate this Agreement prior to its expiration date, provided the
termination is not for quality of service, fraud, or financial instability or
insolvency of Dealer, Hatteras will nevertheless continue to sell warranty parts
and accessories for Products on a cash on delivery basis for a period not to
exceed twelve (12) months from the warranty activation period of the last
Hatteras Product delivered by the Dealer in order that Dealer may continue to
provide warranty service on Products which have outstanding warranties.

                  J.       Any period of time described in the Agreement shall
be modified to include such different period of time that may be required by
applicable law.

         17.      Governing Law: This Agreement has been signed by Dealer on the
date reflected below, and shall become binding upon the execution by Hatteras at
its headquarters in North Carolina, U.S.A. This Agreement shall be governed,
interpreted and construed according to the laws of the State of North Carolina,
U.S.A., without regard to applicable conflicts of law.

         18.      Assignability:

                  A.       This appointment and Agreement is made and entered
into with the distinct understanding that it is personal with Dealer and
Dealer's affiliates and is not, whether by operation of law or otherwise,
assignable or in any part delegable or transferable unless the express written
consent of Hatteras is obtained provided, however, that Dealer may assign the
appointment and this Agreement to a subsidiary or affiliate without consent, by
informing the assignment in writing to Hatteras. Unless first approved by
Hatteras in writing, any purported assignment, delegation or subcontracting of
Dealer's rights and obligations under this Agreement in contravention of this
Agreement or any change in control in contravention of this Agreement may
immediately render this Agreement, at Hatteras' option, terminated. Any
unconsented to assignment in contravention of this Agreement shall, at Hatteras'
option, be deemed void.

         19.      Notices: Any written notice given pursuant to this Agreement
shall be either hand delivered (by courier or otherwise), or mailed, postage
prepaid, by Registered or Certified Mail, return receipt requested, to the party
at the respective principal place of business first above written. Notice may
also be given by fax if a copy is also mailed in the manner described herein.
Such notice shall be deemed to be given upon first receipt. A change of address
may be given by such notice.

         20.      Entire Agreement - Non-Waiver - Separability: This Agreement
and the attached Addendum contains the entire agreement between the parties with
respect to the matters set forth herein and may not be

                                       18


amended or modified except by written instrument signed by Hatteras and Dealer
that expressly states that the writing constitutes a rider or modification to
this Agreement, provided that Hatteras may at its sole discretion and from time
to time make changes to Dealer Programs and Hatteras' Internet Policy upon the
giving of notice to Dealer. This Agreement and the Addendum attached hereto
terminates and replaces all prior agreements made between the parties and there
are no other agreements regarding the matters herein provided that each party
shall remain obligated to the other for any monies owed under such prior
agreements between the parties, and except for payments to be made to Dealer in
the ordinary course of business there are no other monies, claims or actions
which may give rise to or result in any compensation or monies being owed to
Dealer by Hatteras. Failure on the part of Hatteras or Dealer to enforce any
term of this Agreement shall not constitute a waiver thereof. Any provision of
this Agreement which in any way contravenes or is unenforceable under applicable
law shall not apply and shall be deemed separable and not to be a part of this
Agreement without affecting the validity of the remaining provisions. The
Hatteras Dealer Programs and Policies and their content as well as the Hatteras
Internet Policy is incorporated herein by reference. Dealer represents to
Hatteras that it is not aware of any claims, causes of action or disputes that
it has or may assert against Hatteras that arise out of or have accrued prior to
the effective date of this Agreement. Dealer further represents to Hatteras that
Dealer has not breached or otherwise violated any material term or condition of
any previous Agreement with Hatteras.

         21.      Guarantee: As a condition for Hatteras' entering into this
Agreement, MarineMax has signed this document as evidence of its irrevocable
guarantee of the Dealer's performance of all the financial duties and financial
obligations provided for in this Agreement.

         22.      Disputes. All disputes, controversies or claims connected
with, arising out of, or relating to this Agreement, or any modification,
extension or renewal thereof, or to any causes of action that result from such
relationship, shall be subject exclusively to the remedy of arbitration
described herein, including but not limited to sums due under this Agreement,
the interpretation, performance or nonperformance of this Agreement, and claim
for damages or rescission, a breach or default of this Agreement, the creation,
termination or nonrenewal of this Agreement (such as a dispute regarding the
causes, validity or circumstances of the termination, nonextension, or
nonrenewal), and trade regulations or antitrust claims, whether such
controversies or claims are in law or equity or include claims based upon
contract, statute, tort or otherwise. All controversies shall be conducted in
accordance with the American Arbitration Association Commercial Arbitration
Rules.

         The arbitration shall be governed by the United States Arbitration Act,
9 U.S.C. Section 1-16, as amended, and judgment upon the award rendered by the
arbitrator may be entered by any court having jurisdiction thereof. The place of
the arbitration shall be at Raleigh, North Carolina. Dealer consents to personal
jurisdiction of such court, including the federal and state courts located in
the State of North Carolina. The arbitrator is not empowered to and shall not
award damages in excess of actual damages and in no event shall the arbitrator
award punitive, special or consequential damages, or prejudgment interest.

         This Paragraph shall survive the expiration or termination of this
Agreement.

         Except for sums owing to Hatteras all arbitration claims and
proceedings must be instituted within one (1) year after the cause of action
arises, and the failure to institute arbitration proceedings within such period
shall constitute an absolute bar to the institution of any proceedings and a
waiver and relinquishment of all such claims.

         23.      Miscellaneous: Except as expressly described to the contrary
in this Agreement, the rights and remedies of each party are not exclusive and
where consent or approval is to be given that party may withhold such consent or
approval for any reason.

                                       19


         24.      Confidentiality: Hatteras shall maintain in confidence all
Dealer proprietary and confidential information which is disclosed to Hatteras.

         IN WITNESS WHEREOF, Hatteras and Dealer have executed this Agreement as
of the date first above written.

HATTERAS YACHTS DIVISION OF             MarineMax Motor Yachts, LLC
BRUNSWICK CORPORATION

By:    __________________________       By:    _____________________________

Title: __________________________       Title: _____________________________

Date:  __________________________

                                        MarineMax, Inc.

                                        By:    __________________________

                                        Title: __________________________

                                        Date:  __________________________

                                       20

EX-31.1

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EX-31.2

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EX-32.1

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EX-32.2

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