Exhibit
10.6


 


TERMINATION
AGREEMENT


 


This Termination Agreement (the “Agreement”) is made as of May 14, 2004 by
and among those persons and entities listed on the signature pages attached
hereto (each individually a “Party”
and collectively, the “Parties”).
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Purchase Agreement (as defined below).


 


WHEREAS,
on April 27, 2004, LD Holdings, Inc., a Delaware corporation (“LDH”), Lazy Days’ R.V. Center, Inc., a
Florida corporation and wholly owned subsidiary of LDH (“Lazy Days”, and together with LDH,
collectively referred to herein as the “Companies”),
the Employee Stock Ownership Plan and Trust for the Employees of Lazy Days (the
“ESOP”), RV Acquisition Inc., a
Delaware corporation (the “Buyer”),
the Sellers and the Sellers’ Representative, entered into that certain Stock
Purchase Agreement (the “Purchase Agreement”),
pursuant to which the Buyer has agreed to purchase from the ESOP and the
Sellers all of their respective shares of capital stock of LDH  (other than the Seller Contributed Shares
and the Wallace Contributed Shares) (the “Transaction”);
and


 


WHEREAS,
the Parties executed that certain Floor Price Agreement, dated June 5,
2002 (the “Floor Price Agreement”);
and


 


WHEREAS,
the Parties agree and acknowledge that this Agreement is a condition to the
closing of the Transaction and is inducement to the Buyer to enter into the
Purchase Agreement.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants and agreements herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.                                       Termination.
The Parties hereby terminate the Floor Price Agreement, effective upon the
consummation of the Transaction, and hereby acknowledge and agree that,
effective upon the consummation of the Transaction, all rights and obligations
of Parties under and pursuant to the Floor Price Agreement is hereby terminated,
cancelled, waived and of no further force or effect whatsoever.


 


2.                                       Effectiveness.
The effectiveness of this Agreement is expressly conditioned upon the
consummation of the Transaction provided in the Purchase Agreement.


 


3.                                       Successors
and Assigns. The obligations imposed and the rights conferred by this
Agreement shall be binding upon and inure to the benefit of the respective
heirs (including estates), successors and permitted assigns of the Parties
hereto.


 


4.                                       Enforceability.  If any provision of the Agreement shall be
held invalid or unenforceable, such invalidity or unenforceability shall attach
only to such provision and shall not in any manner affect or render invalid or
unenforceable any other provision of this Agreement, and the Agreement shall be
carried out as if any such invalid or unenforceable provision were not
contained herein.


 

















 


5.                                       Headings.  Section and other headings in this
Agreement are inserted solely as a matter of convenience and for reference, and
are not a part of this Agreement.


 


6.                                       Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of law.


 


7.                                       Entire
Agreement.  This Agreement contains
the entire agreement between the Parties hereto with respect to the
transactions contemplated herein.


 


8.                                       Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.


 


[Signature page to follow]


 

















 


IN
WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be signed as of the date first above written.


 


 


	
   

  	
  LD HOLDINGS, INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles L. Thibault

  	
   

  
	
   

  	
  Name:

  	
  Charles L. Thibault

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  LAZY DAYS’ R.V. CENTER, INC., a Florida
  corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles L. Thibault

  	
   

  
	
   

  	
  Name:

  	
  Charles L. Thibault

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  



 

















 


 


	
   

  	
  LDRV HOLDINGS CORP., a Florida corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles L. Thibault

  	
   

  
	
   

  	
  Name:

  	
  Charles L. Thibault

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  



 


 

















 


	
   

  	
  ALLIANCE HOLDINGS,
  INC., a Pennsylvania corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Hollyday

  	
   

  
	
   

  	
  Name:

  	
  John D. Hollyday

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  DONALD W. WALLACE:

  
	
   

  	
   

  
	
   

  	
  /s/ Donald W. Wallace

  	
   

  
	
   

  	
  Donald W. Wallace

  	
   

  



 

















 


	
   

  	
  PPM AMERICA SPECIAL INVESTMENTS FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PPM America, Inc., as Attorney-in-Fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stuart J. Lissner

  	
   

  
	
   

  	
  Name:

  	
  Stuart J. Lissner

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  



 

















 


	
   

  	
  PPM AMERICA SPECIAL INVESTMENTS CBO II,
  L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PPM America, Inc., as Attorney-in-Fact

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stuart J. Lissner

  	
   

  
	
   

  	
  Name:

  	
  Stuart J. Lissner

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  



 

















 


	
   

  	
  LION CONNECTICUT HOLDINGS, INC., as successor by merger to RELIASTAR FINANCIAL CORP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David S. Pendergrass

  	
   

  
	
   

  	
  Name:

  	
  David S. Pendergrass

  	
   

  
	
   

  	
  Title:

  	
  Vice President and Treasurer

  	
   

  



 

















 


	
   

  	
  PB CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher J. Ruzzi

  	
   

  
	
   

  	
  Name:

  	
  Christopher J. Ruzzi

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PB CAPITAL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa Moraglia

  	
   

  
	
   

  	
  Name:

  	
  Lisa Moraglia

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  



 

















 


	
   

  	
  THE PROVIDENT BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher B. Gribble

  	
   

  
	
   

  	
  Name:

  	
  Christopher B. Gribble

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  



 

















 


	
   

  	
  JAMES L. FARNSWORTH, NOT IN HIS INDIVIDUAL
  CAPACITY, BUT SOLELY AS TRUSTEE OF THE EMPLOYEE STOCK OWNERSHIP PLAN AND
  TRUST FOR THE EMPLOYEES OF LAZY DAYS AS DIRECTED BY CONSULTING FIDUCIARIES,
  INC., THE ESOP FIDUCIARY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James L. Farnsworth

  	
   

  
	
   

  	
  Name:

  	
  James L. Farnsworth, solely as Trustee