Exhibit
10.18


 


 


EXHIBIT
7.2(l)


 


FIRST
AMENDMENT TO LEASE


 


THIS
FIRST AMENDMENT TO LEASE (this “First Amendment”) is
entered into and made as of 14, 2004, by and between I-4 LAND HOLDING LIMITED
COMPANY, a Florida limited liability company (“Landlord”) and LAZY DAYS’
R.V. CENTER, INC., a Florida corporation (“Tenant”).


 


RECITALS


 


WHEREAS,
Landlord and Tenant entered into that certain Ground Lease dated as of
July 15, 1999 (the “Lease”), covering certain demised premises
consisting of approximately 126 acres at the site commonly known as 6130 Lazy
Days Blvd., Seffner, Florida, as further described in the Lease;


 


WHEREAS,
Tenant, LD Holdings, Inc., Employee Stock Ownership Plan and Trust for the
Employees of Lazy Days, the other shareholders of LD Holdings, Inc., RV
Acquisition Inc. and Bruckmann, Rosser, Sherrill & Co., Inc. have entered
into that certain Stock Purchase Agreement dated as of April 27, 2004 (the “Purchase
Agreement”);


 


WHEREAS,
Landlord is affiliated with Tenant and will receive certain benefits as a
result of the transactions contemplated by the Purchase Agreement; and


 


WHEREAS,
pursuant to, and in consideration of the transactions contemplated by, the
Purchase Agreement, Tenant and Landlord have agreed to amend the Lease as
hereinafter set forth.


 


NOW,
THEREFORE, in consideration of the foregoing, and other good
and valuable consideration, Landlord and Tenant do hereby agree as follows:


 


1.                                       Recitals.  The above-stated recitals are hereby
incorporated as if fully set forth herein.


 


2.                                       Capitalized
Terms.  All capitalized terms used in
this First Amendment shall have the same meanings ascribed to such terms in the
Lease, unless otherwise defined or modified herein.


 


3.                                       Term.  Paragraph 2.2 of the Lease is hereby deleted
in its entirety and replaced with the following:


 


2.2                                 Tenant
shall have the option at the end of the Initial Term to extend the term of this
Lease for up to four (4) additional five (5) year periods (each, an “Option
Term”) upon giving Landlord written notice of such election not less than
three hundred sixty five (365) days prior to the expiration of the Initial Term
or


 
















 


any Option Term.  All terms and conditions of the Lease as
stated herein shall apply during each Option Term; provided, however, the
Minimum Annual Rent (as defined in article 5) for each Option Term shall
be adjusted pursuant to section 5.1 hereof.  


 


4.                                       Right
of First Offer.  The first sentence
of Section 33.1 of the Lease is hereby amended by inserting the words “by
Tenant” immediately after the words “assigned or sublet” and before the words
“other than pursuant to Section 13.2”.


 


5.                                       Right
of First Refusal.  The first sentence
of Section 33.2 of the Lease is hereby amended by inserting the words “by
Tenant” immediately after the words “assigned or sublet” and before the words
“other than pursuant to Section 13.2”.


 


6.                                       Purchase
Offer.  Section 33.3 of the
Lease is hereby amended by deleting the first sentence thereof and inserting
the following in its place:


 


“Provided that this Lease
has not been assigned or sublet by Tenant other than pursuant to
Section 13.2 and provided that Tenant is not then in default under this
Lease, Tenant shall have the option, exercisable by written notice to the
Landlord given at any time prior to [INSERT DATE 6 YEARS AND 9 MONTHS AFTER
CLOSING DATE], to purchase the Demised Premises and Improvements on the
following terms.”


 


7.                                       Successor
Landlord.  Section 33.5 of the
Lease is hereby deleted in its entirety and the following is inserted in its
place:


 


“33.5  Notwithstanding anything to the contrary
contained in this Lease, Tenant’s rights under Sections 33.1, 33.2 and 33.3
shall run with the land and bind any successor or assign to or of Landlord;
provided, however, that Tenant’s rights under Sections 33.1 and 33.2 shall be
deemed waived and of no further force or effect as to any portion of the
Demised Premises and Improvements which Landlord (or its successor or assign)
sells or transfers after [INSERT DATE 7 YEARS AFTER CLOSING DATE] without
Tenant exercising its rights or options to purchase the subject property
pursuant to Section 33.1 or 33.2, it being the intent that Landlord’s
successor or assign with respect to any portion of the Demised Premises and
Improvements so conveyed on or after [INSERT DATE 7 YEARS AFTER CLOSING DATE]
shall not be subject to Tenant’s rights set forth in Sections 33.1 or
33.2.  For the avoidance of doubt,
Tenant’s rights under Sections 33.1 and 33.2 shall continue in full force and
effect throughout the term of the Lease unless and until all or part of Landlord’s
interest in the Lease is transferred or assigned on or after [INSERT DATE 7
YEARS AFTER CLOSING DATE], in which event Landlord’s successor or assign shall
not be bound by Sections 33.1 and 33.2 from and after the date of such transfer
or assignment.”


 


8.                                       No
Further Amendments.  Except as
expressly modified by this First Amendment, all of the terms and conditions of
the Lease shall remain unmodified and in full force and effect and, as
expressly modified hereby, the Lease is hereby ratified and confirmed in all
respects.


 


*  *  *


 


2
















 


IN
WITNESS WHEREOF, the parties hereto have each respectively
caused this First Amendment to be fully executed and delivered as of the date
first above written.


 


	
  LANDLORD:

  	
  TENANT:

  
	
   

  	
   

  
	
  I-4
  LAND HOLDING LIMITED COMPANY,

  a Florida limited liability company

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

  corporation

  
	
   

  	
   

  
	
  By:

  	
  /s/ Donald W. Wallace

  	
   

  	
  By:

  	
  /s/ Charles L. Thibault

  	
   

  
	
  Name:

  	
  Donald W. Wallace

  	
   

  	
  Name:

  	
  Charles L. Thibault

  	
   

  
	
  Title:

  	
  Chief Executive Officer

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
										



 


3


 
















 


	
  STATE OF FLORIDA

  	
  )

  	
   

  
	
   

  	
  )

  	
  ss:

  
	
  COUNTY OF HILLSBOROUGH

  	
  )

  	
   

  



 


                The foregoing instrument was acknowledged before me
this 12th day of May, 2004, by Donald Wallace, as _________________ of I-4 Land
Holding Limited Company, a Florida limited liability company, on behalf of said
company. The above-named individual ý
is personally known to me or o has produced
________________________ as identification.


 


                AFFIX SEAL


 


	
   

  	
  Kathleen S. Bachtel

  
	
   

  	
  Notary Public

  
	
   

  	
  Print Name:

  	
   

  
	
   

  	
  My Commission Expires:

  	
   

  
				



Kathleen S. Bachtel


My Commission #DD256663


Expires: March 12, 008


Bonded Thru Notary Public
Underwriters