AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
AMENDMENT
NO. 1
TO
THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
This
Amendment No. 1 to Third Amended
and Restated Credit Agreement (this “Amendment”) is
executed as of January 14, 2008, by Lazy Days’ R.V. Center, Inc., a Florida
corporation (the
“Company”), Bank of
America, N.A. (successor by merger to Banc of America Specialty Finance, Inc.),
as Administrative Agent and as Collateral Agent, and Bank of America, N.A.
(successor by merger to Banc of America Specialty Finance, Inc.) and KeyBank
National Association, as Lenders, to amend the Third Amended and Restated Credit
Agreement, originally dated as of July 15, 1999, amended and restated as of
July
31, 2002, amended and restated as of May 14, 2004, and amended and restated
as
of February 22, 2007 (the “Agreement”).
1. Purpose. The
purpose of this Amendment is to replace the existing Schedule A to the Agreement
with a revised Schedule A that reflects the Lenders’ respective Floor Plan
Commitments upon an increase in the aggregate Floor Plan Commitments pursuant
to
Section 1.1(g) of the Agreement.
2. Capitalized
Terms. Except as expressly provided in this Amendment, all
capitalized terms used in this Amendment have the meanings ascribed to them
in
the Agreement, and those definitions are incorporated by reference into this
Amendment.
3. Schedule
A. Schedule A to the Agreement is replaced in its entirety
with the Schedule A attached to this Amendment.
4. Affirmations;
Representations and Warranties. The Company confirms to the
Lenders and the Agent that (a) all representations and warranties of the Company
in the Financing Documents, except in each case for those that relate
specifically to any earlier date, are correct in all Material respects, (b)
after giving effect to this Amendment, no Default or Event of Default,
violation, or other default exists under the Agreement or the Financing
Documents as of the date of this Amendment, (c) the Company has not changed
its
jurisdiction of incorporation since February 22, 2007, and (d) the Company
and
RV Acquisition have not been parties to any merger, recapitalization, share
exchange, or consolidation and have not succeeded to all or any substantial
part
of the liabilities of any other Person, at any time following February 22,
2007. Additionally, the Company represents and warrants to the Agent
and the Lenders that:
(i) the
Company has the legal capacity to execute, deliver, and perform its obligations
pursuant to this Amendment and to perform its obligations pursuant to the
Financing Documents, as amended by this Amendment;
(ii) the
performance by the Company of its obligations pursuant to the Financing
Documents, as amended by this Amendment, and the execution and delivery of
this Amendment by the Company, require no authorization or approval or other
action by, and no notice to or filing with, or other consent by, any
Governmental Authority or other Person and do not (A) contravene, or
constitute a default under, any provision of any applicable law or regulation,
or any agreement, indenture, judgment, order, decree, or other instrument
binding upon the Company or its properties, or (B) result in the creation
or imposition of any Lien (except those in favor of the Agent) on any asset
of
the Company;
(iii) this
Amendment has been duly executed and delivered by the Company; and
(iv) the
Agreement, as amended by this Amendment, constitutes the legal, valid, and
binding obligation of the Company enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by (a) applicable
bankruptcy, insolvency, reorganization, moratorium, or other similar laws
affecting the enforcement of creditors’ rights generally, and (b) general
principles of equity (regardless of whether such enforceability is considered
in
a proceeding in equity or in law).
5. Miscellaneous. This
Amendment shall be governed by the laws of the State of New York and the federal
laws of the United States of America, excluding the laws of those jurisdictions
pertaining to resolution of conflicts with laws of other
jurisdictions. The Company shall pay on demand all fees, costs, and
expenses of the Agent and the Lenders in connection with the preparation,
execution, and delivery of this Amendment and all other agreements, instruments,
and other documents related to the foregoing, including without limitation
the
fees, charges, and other expenses of counsel to the Agent and the
Lenders. Except as amended by this Amendment, the Agreement remains
in full force and effect. This Amendment will be effective as of
January 14, 2008, when all of the conditions precedent set forth in Section
4.4
of the Agreement have been satisfied or waived in writing by the
Lenders.
IN
WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed and delivered (in each of their
respective capacities (including agency capacities)) as of the day and year
first above written.
| Lazy Days' R.V. Center, Inc. | |||
|
Date:
January 14, 2008
|
By:
|
/s/ Xxxxxxx Xxx | |
| Name: Xxxxxxx Xxx | |||
| Title: Chief Financial Officer | |||
|
|
Bank of America, N.A. (as successor by merger to Banc of America Speciality Finance, Inc.) as Administrative Agent, as Collateral Agent, and as Lender | ||
|
Date:
January 14, 2008
|
By:
|
/s/ Xxx Xxxxxxx | |
| Name: Xxx Xxxxxxx | |||
| Title: Senior Vice President | |||
| KeyBank National Association, as Lender | |||
|
Date:
January 14, 2008
|
By:
|
/s/ Xxxxx XxXxxxxx | |
| Name: Xxxxx XxXxxxxx | |||
| Title: Vice President | |||
00014-02903
330736 V2
Schedule
A
(Revised
January 14, 2008)
to
Third
Amended and
Restated
Credit Agreement
NAME
AND
ADDRESS OF LENDERS
|
Notices:
|
Bank
of America, N.A.
|
|
|
(successor
by merger to Banc of America Specialty Finance,
Inc.)
|
0000
Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxx,
XX 00000-0000
Attention: Xxx
Xxxxxxx
Telecopier
No.: (000) 000-0000
|
Payments:
|
Account
No.: 000 000 0000 (re: LAZY DAYS R.V. CENTER,
INC.)
|
ABA
No: 1110000012
Floor
Plan
Commitment: $53,000,000
Revolving
Line of
Credit
Commitment: $7,941,000
____________________
Notices: KeyBank
National Association
Mailcode:
OH-01-49-0422
0000
Xxxxxxxx Xxxx
Xxxxxxxx,
XX 00000
Attention:
Xxxxx XxXxxxxx
Telecopier
No.: (000)
000-0000
Payments: Account
No.: 3057 (re: LAZY DAYS R.V. CENTER, INC.)
ABA
No: 000000000
Floor
Plan
Commitment: $47,000,000
Revolving
Line of
Credit
Commitment: $7,059,000
Notices
with respect
to
payments: KeyBank
National Association
Specialty
Finance Service
Reference:
Lazy Days’ R.V. Center,
Inc.
Attn:
Xxxxx Xxxxx
00014-02903
330736 V2
