0001296937-09-000002 Sample Contracts

AMENDMENT NO. 5 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 6th, 2009 • Lazy Days R.V. Center, Inc. • Retail-auto dealers & gasoline stations • New York

This Amendment No. 5 to Third Amended and Restated Credit Agreement (this “Amendment”) is executed as of December 31, 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, amended and restated as of February 22, 2007, amended January 14, 2008, as amended April 14, 2008, as amended August 30, 2008, and as amended September 1, 2008 (the “Credit Agreement”).

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