FIRST AMENDMENT TO EXCLUSIVE CONSIGNMENT CONTRACT FOR SALE OF RECREATIONAL VEHICLES
FIRST
AMENDMENT TO EXCLUSIVE CONSIGNMENT CONTRACT FOR SALE OF RECREATIONAL
VEHICLES
This
First Amendment to Exclusive Consignment Contract for Sale of Recreational
Vehicles (this “Amendment”) is dated as of October 12, 2006 (the "Amendment
Date") between I-4 Land Holding Limited Company, a Florida limited liability
company (“I-4”), and Lazy Days’ R.V. Center, Inc., a Florida corporation (“Lazy
Days”).
Background
I-4
and
Lazy Days are parties to that certain Exclusive Consignment Contract for Sale
of
Recreational Vehicles dated December 29, 2001 (the “Agreement”). I-4 and Lazy
Days desire to amend the Agreement as set forth in this Amendment.
Agreement
1. Section
1
of the Agreement is hereby amended in its entirety to read as
follows:
1. Exclusive
Right to Sell.
(a)
I-4
hereby grants to Lazy Days the sole and exclusive right to sell recreational
vehicles I-4 will receive from various manufacturers. The consideration to
be
paid by Lazy Days to I-4 for such right, for the period beginning on the
Amendment Date and ending on the first anniversary of such date, shall be
$10.00. Commencing upon the first anniversary of the Amendment Date, Lazy Days
shall pay to I-4, for each complete or partial year commencing on such first
anniversary and each additional anniversary of such date, monthly consideration
(payable on or before the 15th
day of
the following month) in the amount equal to the yield to maturity on the U.S.
treasury obligation with a maturity closest to one year from the date of
calculation (determined as of the last business day of the prior month)
multiplied by the “average monthly amount,” divided by 12. The “average monthly
amount” is the manufacturer invoice price for each recreational vehicle held by
Lazy Days on consignment pursuant to this Agreement weighted for the number
of
days such vehicles were held by Lazy Days.
(b)
Lazy
Days may terminate this Agreement at any time upon 30 days’ written notice to
I-4. I-4 may terminate this Agreement immediately if Lazy Days fails to timely
pay for any recreational vehicle sold pursuant to this Agreement within 7 days
following written notice from I-4 or upon 90 days’ written notice to Lazy Days
at any time after the first anniversary of the date of the First Amendment
to
this Agreement. Following notice of termination by either party, Lazy Days
shall
continue to sell in the ordinary course of business all recreational
vehicles held by it pursuant to this Agreement, and I-4 will not accept any
additional recreational vehicles for consignment to Lazy Days. Upon
the termination of this Agreement, Lazy Days shall continue to sell such
recreational vehicles in the ordinary course of business, unless such
recreational vehicles may be returned to the respective
manufacturers.
2. Except
as
set forth in this Amendment, the Agreement is hereby ratified and affirmed
in
all respects.
3. This
Amendment may not be assigned by either party. This Amendment shall be governed
by the laws of the State of Florida, without regard to conflict of law
principals. Venue for any action or proceeding arising from or relating to
this
Amendment shall lie in the state and federal courts in Hillsborough County,
Florida.
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I-4
LAND HOLDING LIMITED COMPANY
By: /s/
Xxxxxx X.
Xxxxxxx
Name: Xxxxxx
X. Xxxxxxx
Title:
Member
LAZY
DAYS’ R.V. CENTER, INC.
By: /s/
Xxxx
Xxxxxx
Name: Xxxx
Xxxxxx
Title: CEO/President
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