0001193125-06-008702 Sample Contracts

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED FLOOR PLAN CREDIT AGREEMENT
Floor Plan Credit Agreement • January 19th, 2006 • Lazy Days R.V. Center, Inc. • Retail-auto dealers & gasoline stations • New York

This Amendment No. 3 to Second Amended and Restated Floor Plan Credit Agreement (this “Amendment”) is executed as of January 17, 2006, 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 SECOND AMENDED AND RESTATED FLOOR PLAN 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 as amended by Amendment No. 1 dated October 28, 2004, and Amendment No. 2 dated May 23, 2005 (the “Agreement”).

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FIRST AMENDED AND RESTATED AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED FLOOR PLAN CREDIT AGREEMENT
Floor Plan Credit Agreement • January 19th, 2006 • Lazy Days R.V. Center, Inc. • Retail-auto dealers & gasoline stations • New York

This First Amended and Restated Amendment No. 1 to Second Amended and Restated Floor Plan Credit Agreement (this “Amendment”) is executed as of January 17, 2006, 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 and restate AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED FLOOR PLAN CREDIT AGREEMENT dated October 28, 2004 (“Amendment No. 1”), which amended the SECOND AMENDED AND RESTATED FLOOR PLAN 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 as amended by Amendment No. 1 dated October 28, 2004, Amendment No. 2 dated May 23, 2005, and Amendment No. 3 dated as of January 17, 2006 (the “Agreeme

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