NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” HAVE BEEN OMITTED FROM THIS EXHIBIT AS THESE PORTIONS ARE NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED.
Exhibit 10.1
FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT, dated as of June 15, 2023 (this “First Amendment”), is made and entered into by and among MARINEMAX, INC., a Florida corporation (the “Borrower Representative”), each of the other Loan Parties party hereto, each of the Lenders party hereto, MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation (the “Administrative Agent”), as Administrative Agent, Swingline Lender and Issuing Bank and WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (the “Floor Plan Agent”), as Floor Plan Agent.
RECITALS:
WHEREAS, reference is made to that certain Credit Agreement dated as of August 8, 2022 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement,” and as amended by this First Amendment, the “Credit Agreement”), by and among the Borrower Representative, the Loan Parties from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, the Floor Plan Agent and the other parties party thereto;
WHEREAS, Borrower Representative has notified the Administrative Agent that IGY Sete Marina SAS, société par actions simplifiée (“IGY Sete”), a Guarantor and Grantor pursuant to the Guarantee and Collateral Agreement has requested to pledge the Equity Interests it owns in, and any intercompany indebtedness owed to it by, Marina Du Vieux Port de Cannes SAS (“Old Port”) to Caisse d’Epargne et de Prévoyance Aquitaine Poitou-Charentes (“French Collateral Agent”) to secure the repayment of certain loans made to Old Port by pursuant to that certain French Loan Agreement by and among Old Port and the financial institutions party thereto (the “Old Port Transaction”).
WHEREAS, IGY Sete is also providing a guaranty of certain obligations incurred in connection with the Old Port Transaction and has requested that the Issuing Bank issue in favor of the BNP Paribas NYC (i) Letters of Credit in the aggregate face amount of €2,250,000 having a final expiration date of September 30, 2028 and (ii) Letters of Credit in the aggregate face amount of €8,750,000 having a final expiration date of March 1, 2029, each of which shall have an initial expiration date 14 months from issuance (subject to automatic renewal) (collectively, the “Old Port Letters of Credit”), each under and pursuant to the Credit Agreement, to backstop such guaranty.
WHEREAS, the Lenders party hereto have agreed to the amendments to the Existing Credit Agreement as set forth herein subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
“First Amendment” means that certain First Amendment and Consent to Credit Agreement, dated as of the First Amendment Date, by and between Borrower Representative, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Floor Plan Agent.
“First Amendment Date” means June 15, 2023.
“French Collateral Agent” means Caisse d’Epargne et de Prévoyance Aquitaine Poitou-Charentes.
“French Loan Agreement” means that certain Contrat De Credits dated on or about June 14, 2023 by and among Old Port, as a borrower, the French Collateral Agent and the financial institutions party thereto, as in effect on the First Amendment Date (as the same may be amended, restated, amended and restated or otherwise modified from time to time).
“IGY Sete” means IGY Sete Marina SAS, société par actions simplifiée.
“Old Port” means Marina Du Vieux Port de Cannes SAS.
“Old Port Collateral” means, collectively, the Old Port Equity and the Old Port Indebtedness.
“Old Port Equity” means the Equity Interests held directly by IGY Sete in Old Port constituting 25.5% of the issued and outstanding Equity Interests of Old Port.
“Old Port Indebtedness” means any indebtedness owed directly to IGY Sete by Old Port (and IGY Sete’s rights to payment and proceeds thereunder) from time to time.
(s) Liens in favor of the French Collateral Agent on the Old Port Collateral securing Old Port’s obligations under the French Loan Agreement.
The parties hereto acknowledge and agree that this First Amendment is not a novation of the Existing Credit Agreement, any other Credit Document or of any credit facility or guaranty provided thereunder or in respect thereof. As used in the Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, from and after the First Amendment Effective Date (as defined below), mean or refer to the Credit Agreement, as further amended, supplemented or modified from time to time in accordance with its terms. As used in any other Credit Document, from and after the First Amendment Effective Date, all references to the “Credit Agreement” in such Credit Documents shall, unless the context otherwise requires, mean or
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refer to the Credit Agreement, as further amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.
The Administrative Agent shall promptly notify the Borrowers and the Lenders of the First Amendment Effective Date, and such notice shall be conclusive and binding.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
BORROWER REPRESENTATIVE AND
BORROWERS AND GUARANTORS:
MARINEMAX, INC.
By: _/s/ Michael H. Mclamb_____________
Michael H. McLamb
Executive Vice President, Chief Financial Officer, and Secretary
BOATING GEAR CENTER, LLC
BOATYARD, LLC
FWW, LLC
[****]
GULFPORT MARINA, LLC
KCS INTERNATIONAL INC.
MARINEMAX CHARTER SERVICES, LLC
MARINEMAX EAST, INC.
MARINEMAX KW, LLC
MARINEMAX NORTHEAST, LLC
MARINEMAX PRODUCTS, INC.
MY WEB SERVICES, LLC
N & J GROUP, LLC
N & J MEDIA, LLC
NEWCOAST INSURANCE SERVICES, LLC
NISSWA MARINE, LLC
NORTHROP & JOHNSON HOLDING LLC
NORTHROP & JOHNSON YACHTS-SHIPS LLC
NVGH, LLC
PERFECT YACHT CHARTER, LLC
SILVER SEAS CALIFORNIA, INC.
SILVER SEAS YACHTS, LLC
SKIPPER BUD’S OF ILLINOIS, LLC
SKIPPER MARINE, LLC
SKIPPER MARINE OF CHICAGO-LAND, LLC
SKIPPER MARINE OF FOX VALLEY, LLC
SKIPPER MARINE OF MADISON, LLC
SKIPPER MARINE OF MICHIGAN, LLC
SKIPPER MARINE OF OHIO, LLC
US LIQUIDATORS, LLC
By: _/s/ Michael H. Mclamb_____________
Michael H. McLamb
President, Secretary, and Treasurer
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
MARINEMAX SERVICES, INC.
NEWCOAST FINANCIAL SERVICES, LLC
By: _/s/ Michael H. Mclamb_____________
Michael H. McLamb
Vice President, Secretary, and Treasurer
NORTHROP & JOHNSON CALIFORNIA INC.
By: _/s/ Michael H. Mclamb_____________Michael H. McLamb
President, Secretary, and Chief Financial Officer
INTREPID POWERBOATS, INC.
INTREPID SOUTHEAST, INC.
By: _/s/ Michael H. Mclamb_____________
Michael H. McLamb
Secretary, and Treasurer
FRASER YACHTS CALIFORNIA
FRASER YACHTS FLORIDA, INC.
By: _/s/ Alessandra Nenci_____________
Alessandra Nenci
Chief Financial Officer
KCS RE ACQUISITION COMPANY, LLC
By: KCS INTERNATIONAL INC.
Sole Manager
By: _/s/ Michael H. Mclamb_____________
Michael H. McLamb
President, Secretary, and Treasurer
WAVE AVIATION, LLC
By: MARINEMAX EAST, INC.
Sole Manager
By: _/s/ Michael H. Mclamb_____________
Michael H. McLamb
President, Secretary, and Treasurer
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
CABO MARINA, S. DE R.L. DE C.V.
By: _/s/ Tom Mukamel________________
Tom Mukamel
President
FAIRPORT YACHT SUPPORT LLC
By: _/s/ Tom Mukamel________________
Tom Mukamel
President
IGY TRIDENT SERVICES LLC
By: _/s/ Tom Mukamel________________
Tom Mukamel
President
IGY-AYH ST. THOMAS HOLDINGS, LLC
By: _/s/ Tom Mukamel________________
Tom Mukamel
President
ISLAND GARDENS DEEP HARBOUR, LLC
By: _/s/ Tom Mukamel________________
Tom Mukamel
President
ISLAND GLOBAL YACHTING LLC
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
By: _/s/ Tom Mukamel________________
Tom Mukamel
President
RODNEY BAY MARINA LIMITED
By: _/s/ Tom Mukamel________________
Tom Mukamel
President
YACHT HAVEN USVI LLC
By: _/s/ Tom Mukamel________________
Tom Mukamel
President
YHUSVI MARINA, LLC
By: _/s/ Tom Mukamel________________
Tom Mukamel
President
IGY SETE MARINA SAS
By: _/s/ Tom Mukamel________________
Tom Mukamel
President
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
IGY-RED FROG LLC
By: _/s/ Tom Mukamel________________
Tom Mukamel
President
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
REQUIRED LENDERS:
MANUFACTURERS AND TRADERS TRUST COMPANY,
in its capacities as Administrative Agent, Swingline Lender, Issuing Bank and as a Lender
By: _/s/ Matthew Fahey_____________________
Matthew Fahey
SVP
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC,
in its capacities as Floor Plan Agent and as a Lender
By: _/s/ Jayme Wyatt___________________________
Jayme Wyatt
Director
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
BANK OF AMERICA, N.A., as a Lender
By: _/s/ Christopher Allen________________
Christopher Allen
Sr. Vice President
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
PNC BANK, N.A., as a Lender
By: _/s/ Carmen Campise Jr.________________
Carmenn Campise Jr.
Senior Vice President
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
NYCB SPECIALTY FINANCE COMPANY LLC, as a Lender
By: _/s/ Mark C. Mazmanian________________
Mark C. Mazmanian
First Senior Vice President
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
BMO HARRIS BANK N.A., as a Lender
By: _/s/ Jonathan Terrell________________
Jonathan Terrell
Director
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
THE HUNTINGTON NATIONAL BANK, as a Lender
By: _/s/ Scott Lyman________________
Scott Lyman
Assistant Vice President
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
FIRST HORIZON BANK, A TENNESSEE BANKING CORPORATION, as a Lender
By: _/s/ John R. Garthwaite________________
John R. Garthwaite
Executive Vice President
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
NORTHPOINT COMMERCIAL FINANCE LLC, as a Lender
By: _/s/ Jeffrey A. Craver________________
Jeffrey A. Craver
Vice President
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
HANCOCK WHITNEY BANK, as a Lender
By: _/s/ Kenneth C. Misemer___________
Kenneth C. Misemer
Senior Vice President
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
BankUnited, N.A.
By: _/s/ Michael Del Rocco________________
Michael Del Rocco
Senior Vice President
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
Raymond James Bank
By: _/s/ Dennis Szczesuil ________________
Dennis Szczesuil
Lending Officer
First Amendment and Consent to Credit Agreement (M&T/MarineMax)
CADENCE BANK, as a lender
By: _/s/ Leslie Fredericks________________
Leslie Fredericks
SVP
First Amendment and Consent to Credit Agreement (M&T/MarineMax)