exhibit_10-4.htm


    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/ Randall
            Lay	 
	 	 	Name: 
            Randall Lay	 
	 	 	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/ Joe
            Sagneri	 
	 	 	Name: 
            Joe Sagneri	 
	 	 	Title:   
            Senior Vice President	 
	 	 	 	 



    	 	KeyBank
            National Association, as Lender	 
	 	 	 	 
	
            Date: 
              January 14, 2008

          	
            By:
              

          	/s/ Brian
            McDevitt	 
	 	 	Name: 
            Brian McDevitt	 
	 	 	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.)

            


    

    1355
      Windward Concourse

    Alpharetta,
      GA 30005-8899

    Attention:                      Joe
      Sagneri

    Telecopier
      No.: (678) 339-9120

    


    
      	
              Payments:

            	
              Account
                No.: 375 320 7600 (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

    4900
      Tiedeman Road

    Brooklyn,
      OH 44144

    Attention:
      Brian McDevitt

    Telecopier
      No.: (216)
      813-6414

    


    Payments:                                           Account
      No.: 3057 (re: LAZY DAYS R.V. CENTER, INC.)

    ABA
      No: 041001039

    


    


    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:
      Wavia Jones

    


    



    
      
              

                            
                          
      

                  00014-02903
            330736 V2