Exhibit 10.20


 


COLLATERAL ASSIGNMENT OF STOCK PURCHASE
AGREEMENT


 


 


Dated as of May 14, 2004


 


Made By


 


RV ACQUISITION INC.


(“Assignor”)


 


- in favor of -


 


WELLS FARGO FOOTHILL, INC.,


(“Assignee”)


 


 


THIS INSTRUMENT WAS PREPARED BY:


 


Schulte Roth & Zabel LLP


919 Third Avenue


New York, New York 10022


 
















 


COLLATERAL ASSIGNMENT OF STOCK PURCHASE
AGREEMENT


 


COLLATERAL ASSIGNMENT, dated as of May 14,
2004 (this “Assignment”), made by RV
ACQUISITION INC., a Delaware corporation, with an
address at c/o Bruckmann, Rosser, Sherrill & Co., Inc., 126 East 56th
Street, New York, NY  10022 (hereinafter,
the “Assignor”), in favor of WELLS
FARGO  FOOTHILL, INC., a California corporation, with
offices at 2450 Colorado Avenue, Suite 3000 West, Santa Monica, California  90404 (hereinafter, the “Assignee”).


 


W I T N E S S
E T H :


 


WHEREAS, pursuant to that certain Stock
Purchase Agreement dated as of April 27, 2004 (the “Purchase Agreement”),
by and among LD Holdings, Inc., a Delaware corporation (“Holdings”),
Lazy Days’ R.V. Center, Inc., a Florida corporation and wholly owned subsidiary
of Holdings (“Lazy Days”), the Employee Stock Ownership Plan And Trust
For The Employees Of Lazy Days (“ESOP”), acting through James L.
Farnsworth as the directed trustee of the ESOP (the “Trustee”), the
other stockholders of Holdings listed on the signature pages thereto (each a “Seller”  and collectively, the “Sellers”),
Oakridge Consulting, solely as agent for the Sellers (the “Sellers’
Representative”), and the Assignor, as buyer, the Assignor has agreed to
purchase from the ESOP and the Sellers the Shares (as such term is defined in
the Purchase Agreement);


 


WHEREAS, certain sums may be owing by the
ESOP and the Sellers to the Assignor from time to time under the Purchase
Agreement and/or the Escrow Agreement (as defined in, and as annexed to, the
Purchase Agreement);


 


WHEREAS, pursuant to that certain
Loan and Security  Agreement of
even date herewith (as amended, restated, supplemented or otherwise modified
from time to time, the “Loan  Agreement”) between Lazy Days, as borrower, and the
Assignee, the Assignee has agreed to make certain loans and other financial
accommodations to or for the benefit of Lazy Days;


 


WHEREAS, the Assignor has guaranteed the
repayment of all obligations under the Loan Agreement pursuant to a Guaranty
(as defined in the Loan Agreement); and


 


WHEREAS, to further secure the Assignor’s
performance of its obligations under the Guaranty and the other Loan Documents
(as defined in the Loan  Agreement) to which it is a party, the Assignor desires to
enter into this Assignment.


 


NOW, THEREFORE, in consideration of the
premises set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Assignor hereby
agrees as follows:


 


1.                                       ASSIGNMENT
AS SECURITY.


 


The Assignor hereby collaterally assigns and
grants to the Assignee, as additional security for the payment and performance
in full of the Obligations (as defined in the Loan


 
















 


Agreement), a security interest in all of the
Assignor’s right, title and interest in and to the Purchase Agreement and the
Escrow Agreement (collectively, the “Purchase Documents”), including,
without limitation, the Assignor’s right to receive payments from the ESOP and
the Sellers pursuant to or in connection with the Purchase Documents.


 


All capitalized terms used herein and not otherwise defined herein
shall have the meanings given to such terms in the Loan Agreement.


 


2.                                       REPRESENTATIONS,
WARRANTIES AND COVENANTS.


 


(a)                                  The
Purchase Agreement is, and the Escrow Agreement shall (upon execution) be,
valid, binding and enforceable against the ESOP and the Sellers in accordance
with their respective terms, except as may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws, and the Purchase
Agreement, since its execution and delivery by the ESOP and the Sellers, has
not been modified or amended.


 


(b)                                 As
of the date hereof, the Assignor has not delivered or received any notices of
default under the Purchase Agreement.  As
of the date hereof, the Assignor is not in default under any of the terms of
the Purchase Agreement, and there are no events which, with the giving of
notice or the passage of time or both, would constitute a default by the
Assignor under the Purchase Agreement.


 


(c)                                  As
of the date hereof, none of the Sellers or the ESOP are in default under any of
the terms of the Purchase Agreement, and there are no events which, with the
giving of notice or the passage of time or both, would constitute a default by
any Seller or the ESOP under the Purchase Agreement.


 


(d)                                 The
Assignor has delivered to the Assignee a true and complete copy of the Purchase
Agreement and, upon execution, the Assignor will deliver to the Assignee a true
and complete copy of the Escrow Agreement.


 


(e)                                  The
Assignor will perform and observe all of the terms, covenants and conditions
required to be performed and observed by the Assignor, as buyer, under the
Purchase Documents, and the Assignor will do all things necessary to preserve
and to keep unimpaired its rights under the Purchase Documents.


 


(f)                                    The
Assignor will (i) promptly notify the Assignee of its receipt of any notice
from any Seller, the Sellers’ Representative, the ESOP or the Trustee of any
default by the Assignor in the performance or observance of any of the terms,
covenants or conditions on its part to be performed or observed under any
Purchase Document, (ii) promptly notify the Assignee of the receipt by the
Assignor of any other material notice from any Seller, the Sellers’
Representative, the ESOP or the Trustee pursuant to the provisions of the
Purchase Documents, and (iii) promptly cause a copy of any such notice received
by the Assignor from such Seller, the Sellers’ Representative, the ESOP or the
Trustee to be delivered to the Assignee.


 


(g)                                 The
Assignor will not, without the prior written consent of the Assignee, (i)
waive, amend, alter, modify or supplement any Purchase Document, (ii) surrender
or suffer or


 


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permit any termination or cancellation of any Purchase Document, (iii)
waive, amend, alter or modify any of its rights or remedies under any Purchase
Document, or (iv) consent or refuse to consent to any action taken or to be
taken by any Seller, the Seller’s Representative, the ESOP, the Trustee or
anyone else under any Purchase Document, in each case, if any such action would
diminish or impair the security of any of the collateral pledged to the
Assignee for the Obligations pursuant to this Assignment, or either
individually or in the aggregate, would be reasonably likely to result in a
Material Adverse Change.


 


3.                                       TERMS
AND CONDITIONS.


 


(a)                                  Prior
to the occurrence of an Event of Default (as defined in the  Loan Agreement), if the Assignor has
any right, privilege or claim against any Seller, the Sellers’ Representative,
the ESOP or the Trustee under any Purchase Document, the Assignor will take all
actions necessary, in good faith, to enforce such right, privilege or claim and
will cause any sums received by it in connection therewith to be paid to the
Assignee for application to the Obligations in accordance with the terms of the
Loan Agreement.


 


(b)                                 The
Assignor hereby irrevocably authorizes and empowers the Assignee, at any time
after the occurrence and during the continuation of an Event of Default, to (i)
assert, either directly or on behalf of the Assignor, any claims and demands
and enforce, either directly or on behalf of the Assignor, any rights and
remedies which the Assignor may have, from time to time, against any Seller,
the Sellers’ Representative, the ESOP or the Trustee pursuant to or in
connection with any Purchase Document, and (ii) collect any and all proceeds,
awards or amounts due to the Assignor under the Purchase Documents, and apply
such amounts on account of the Obligations in such manner as the Assignee shall
elect.  The Assignor hereby irrevocably
makes, constitutes and appoints the Assignee (and all officers, employees or
agents designated by the Assignee) as the Assignor’s true and lawful
attorney-in-fact (such power being coupled with an interest) for the purpose of
enabling the Assignee or its designated agent to take any or all of the actions
contemplated by clauses (i) and (ii) above.


 


(c)                                  The
Assignor hereby acknowledges and agrees that it shall remain liable under each
Purchase Document to observe and perform all of the conditions and obligations
to be observed or performed by the buyer thereunder, and neither this
Assignment, nor any action taken by the Assignee pursuant hereto, shall cause
the Assignee to be deemed to have assumed any of the obligations or liabilities
of the Assignor under any Purchase Document. 
The Assignor further agrees to indemnify, protect, defend and hold the
Assignee harmless from and against any claims or demands by the Sellers, the
Sellers’ Representative, the ESOP or the Trustee thereunder.


 


(d)                                 The
Assignor hereby agrees to keep the Assignee reasonably informed of all
circumstances bearing upon the exercise of the Assignor’s rights and remedies
under the Purchase Documents.


 


(e)                                  This
Assignment shall continue in full force and effect until all of the Obligations
(other than contingent indemnification obligations and expense reimbursement
obligations to the extent that such expenses have not yet been incurred) have
been indefeasibly paid or performed in full and the Loan Agreement has been terminated, at which time the


 


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Assignee shall release to the Assignor the Assignee’s interest in the
Purchase Documents and any other rights assigned to the Assignee hereunder.


 


(f)                                    No
delay by the Assignee in the exercise of its rights hereunder shall constitute
a waiver of any such rights.  A waiver by
the Assignee of a particular Event of Default shall not constitute a waiver of
any subsequent Event of Default.  Any
waiver by the Assignee of any right hereunder on one occasion shall not
constitute a waiver on any other occasion.


 


4.                                       GENERAL
CONDITIONS.


 


(a)                                  This
Assignment shall be binding upon, and shall inure to the benefit of, the
respective successors and permitted assigns of the parties hereto.


 


(b)                                 This
Assignment shall be construed and enforced in accordance with the internal laws
of the State of New York.


 


(c)                                  The
Assignor shall pay all reasonable attorneys’ fees and expenses which Assignee
may hereafter incur in enforcing any of its rights hereunder.


 


SIGNATURE PAGE FOLLOWS


 


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In WITNESS WHEREOF, the Assignor has duly executed and delivered this
Assignment as of the          day of
May, 2004.


 


	
   

  	
  RV ACQUISITION INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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