0001047469-04-026386 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Dated as of May 14, 2004 By and Among LAZY DAYS’ R.V. CENTER, INC. as Issuer, and DEUTSCHE BANK SECURITIES INC., JEFFERIES & COMPANY, INC. and WELLS FARGO SECURITIES, LLC, as Initial Purchasers 11 3/4% SENIOR NOTES DUE 2012
Registration Rights Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • New York

This Registration Rights Agreement (the “Agreement”) is dated as of May 14, 2004 by and among Lazy Days’ R.V. Center, Inc., a Florida corporation (the “Issuer”) and Deutsche Bank Securities Inc., Jefferies & Company, Inc. and Wells Fargo Securities, LLC (individually, an “Initial Purchaser” and, together, the “Initial Purchasers”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • Florida

This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of May 14, 2004 by and among Lazy Days’ R.V. Center, Inc., a Florida corporation (the “Company”), RV Acquisition Inc., a Delaware corporation (“Buyer”), John Horton (the “Executive”), and Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section 7.

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WALLACE NOTE AGREEMENT
Wallace Note Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • New York

This WALLACE NOTE AGREEMENT (this “Agreement”) is made as of May 14, 2004, by and between DONALD W. WALLACE (“Wallace”) and LAZY DAYS’ R.V. CENTER, INC., a Florida corporation (“Lazy Days”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement (as defined below).

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PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • New York

PLEDGE AND SECURITY AGREEMENT dated as of May 14, 2004 (this “Agreement”), is entered into by and among LAZY DAYS’ R.V. CENTER, INC., a Florida corporation (the “Borrower”) and LD HOLDINGS, INC., a Delaware corporation (“LDH” and together with the Borrower, each individually a “Pledgor” and collectively, the “Pledgors”), in favor of WELLS FARGO FOOTHILL, INC., a California corporation (the “Lender”).

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STOCK PURCHASE AGREEMENT BY AND AMONG LD HOLDINGS, INC., a Delaware corporation LAZY DAYS’ R.V. CENTER, INC., a Florida corporation EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST FOR THE EMPLOYEES OF LAZY DAYS, THE OTHER STOCKHOLDERS OF LD HOLDINGS, INC. AND...
Stock Purchase Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • Delaware

This STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 27, 2004, by and among 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”), acting herein through James L. Farnsworth as the directed trustee of the ESOP (the “Trustee”) in accordance with the terms of the ESOP and not in his individual capacity, pursuant to the direction of the ESOP Fiduciary, THE OTHER STOCKHOLDERS OF LDH, listed on the signature page(s) (each individually a “Seller” and collectively, the “Sellers”), OAKRIDGE CONSULTING, solely as agent for the Sellers as herein provided (the “Sellers’ Representative”), and RV ACQUISITION INC., a Delaware corporation (the “Buyer”). Each of the parties named above may be referred to as a “Pa

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EMPLOYMENT AGREEMENT
Employment Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • Florida

This EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of May 14, 2004 by and among Lazy Days’ R.V. Center, Inc., a Florida corporation (the “Company”), RV Acquisition Inc., a Delaware corporation (“Buyer”), Donald W. Wallace (the “Executive”), and Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section 7.

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • Delaware

This STOCKHOLDERS AGREEMENT (the “Agreement”), dated as of May 14, 2004, is made by and among RV ACQUISITION INC., a Delaware corporation (the “Company”), BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P., a Delaware limited partnership (“BRS”), DONALD W. WALLACE (“Wallace”), any person who executes a joinder to this Agreement in the form of Exhibit 1 attached hereto after the date hereof, and ALLIANCE HOLDINGS, INC. (the “Existing Stockholders”). BRS, each of the Executives, each of the Existing Stockholders and their respective Permitted Transferees (as defined below) are individually referred to herein as a “Stockholder” and together as the “Stockholders”. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1 hereof.

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SECOND AMENDED AND RESTATED FLOOR PLAN 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
Floor Plan Credit Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • New York

This SECOND AMENDED AND RESTATED FLOOR PLAN CREDIT AGREEMENT, originally dated as of July 15, 1999, amended and restated as of July 31, 2002, and amended and restated as of May 14, 2004 (this “Agreement”), by and among 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 (A NATIONAL BANKING ASSOCIATION), as Lenders. References herein to the “Agent” shall be deemed to refer to the Administrative Agent, unless the context requires otherwise. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

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CONTRIBUTION AGREEMENT
Contribution Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • New York

This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of May 14, 2004, by and among DONALD W. WALLACE, ALLIANCE HOLDINGS, INC., PPM AMERICA SPECIAL INVESTMENTS FUND, L.P., LION CONNECTICUT HOLDINGS, INC. (as successor by merger to Reliastar Financial Corp.), PPM AMERICA SPECIAL INVESTMENTS CBO II, L.P., PB CAPITAL CORPORATION, and THE PROVIDENT BANK (each an “Existing Stockholder” and collectively the “Existing Stockholders”), RV ACQUISITION INC., a Delaware corporation (“Holdings”), and BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P., a Delaware limited partnership (“BRS”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement (as defined below).

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Lazy Days’ R.V. Center, Inc.
Purchase Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • New York

Lazy Days’ R.V. Center. Inc., a Florida corporation (the “Company”), hereby confirms its agreement with you (the “Initial Purchasers”), as set forth below.

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WALLACE CONTRIBUTION AGREEMENT
Wallace Contribution Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • New York

This WALLACE CONTRIBUTION AGREEMENT (this “Agreement”) is made as of May 14, 2004, by and among DONALD W. WALLACE (“Wallace”), RV ACQUISITION INC., a Delaware corporation (“Holdings”) and BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P., a Delaware limited partnership (“BRS”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Stock Purchase Agreement (as defined below).

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ESCROW AGREEMENT
Escrow Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • Delaware

This ESCROW AGREEMENT (this “Agreement”) is made and entered into as of May 14, 2004, by and among those persons and entities listed on Exhibit A attached hereto (each individually a “Seller” and collectively, the “Sellers”), Oakridge Consulting, Inc., acting hereunder through Michael Salvati, not individually, but solely as agent for the Sellers (the “Sellers’ Representative”), RV Acquisition Inc., a Delaware corporation (the “Buyer”), and Wells Fargo Bank, National Association, as escrow agent (the “Escrow Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 14, 2004, is made by and among RV ACQUISITION INC., a Delaware corporation (the “Company”), BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P., a Delaware limited partnership (“BRS”), each of the executives of Lazy Days’ R.V. Center, Inc., a Florida corporation, as set forth on Schedule A attached hereto or who executes a joinder to this Agreement in the form of Exhibit 1 attached hereto on or after the date hereof (each individually, an “Executive”, and collectively, the “Executives”). Capitalized terms used herein but not otherwise defined herein shall have the meaning set forth in Section 1 hereof.

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NON-COMPETE AND COVENANT AGREEMENT
Non-Compete and Covenant Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • Florida

This NON-COMPETE AND COVENANT AGREEMENT (this “Agreement”) is dated as of May 14, 2004 by and among Lazy Days’ R.V. Center, Inc., a Florida corporation (the “Company”), RV Acquisition Inc., a Delaware corporation (“Buyer”), Donald W. Wallace (“Wallace”), and Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section 5.

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EXCLUSIVE CONSIGNMENT CONTRACT FOR SALE OF RECREATIONAL VEHICLES
Exclusive Consignment Contract for Sale of Recreational Vehicles • August 12th, 2004 • Lazy Days R.V. Center, Inc.

This Agreement, effective December 29, 2001, is between the 1-4 Land Holding Limited Company, (“1-4”), and Lazy Days R. V. Center, Inc., (“Lazy Days”), The parties agree as follows:

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MANAGEMENT AGREEMENT
Management Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • New York

THIS MANAGEMENT AGREEMENT is made as of May 14, 2004, by and among, Bruckmann, Rosser, Sherrill & Co., L.L.C. (“BRS”), RV Acquisition Inc., a Delaware corporation (“Buyer”), LD Holdings, Inc., a Delaware corporation (“LDH”) and Lazy Days’ R.V. Center, Inc., a Florida corporation (the “Company”).

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FIRST AMENDMENT TO LEASE
Lease • August 12th, 2004 • Lazy Days R.V. Center, Inc.

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”).

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SECOND AMENDED AND RESTATED FLOOR PLAN SECURITY AGREEMENT ORIGINALLY DATED AS OF JULY 15, 1999, AMENDED AND RESTATED AS OF JULY 31, 2002 AMENDED AND RESTATED AS OF MAY 14, 2004 BY AND BETWEEN LAZY DAYS’ R.V. CENTER, INC. (THE “COMPANY”) AND BANK OF...
Floor Plan Security Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • New York

This Second Amended and Restated Floor Plan Security Agreement (this “Agreement”), originally executed as of July 15, 1999, as amended and restated as of July 31, 2002, and as amended and restated as of May 14, 2004, is executed by and between Lazy Days’ R.V. Center, Inc., a Florida corporation (the “Company”), with its mailing address at 6130 Lazy Days Boulevard, Seffner, Florida 33584-2968, and Bank of America, N.A. (as successor by merger to Banc of America Specialty Finance, Inc.), as collateral agent (herein, together with its successors in trust under the Second Amended and Restated Floor Plan Collateral Agency Agreement originally dated as of July 15, 1999, as amended and restated as of July 31, 2002, and as amended and restated as of May 14, 2004 (said Second Amended and Restated Floor Plan Collateral Agency Agreement, as the same may be amended and supplemented from time to time being herein called the “Floor Plan Collateral Agency Agreement”), being herein called the “Secured

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GROUND LEASE by and between I-4 LAND HOLDING LIMITED COMPANY (“Landlord”) and LAZY DAYS’ R.V. CENTER, INC. (“Tenant”) Dated as of July , 1999
Ground Lease • August 12th, 2004 • Lazy Days R.V. Center, Inc. • Florida

This Ground Lease (“Lease”) is made and entered into as of the day of July, 1999, 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”).

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REDEMPTION AGREEMENT
Redemption Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • Delaware

THIS REDEMPTION AGREEMENT (the “Agreement”) is made as of the 14th day of May, 2004, by and between LD HOLDINGS, INC., a Delaware corporation (“LDH”) and 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”). All capitalized terms used but not otherwise defined herein shall have the meaning set forth for such terms in the Purchase Agreement (as defined below).

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AGREEMENT AMONG SELLERS
Agreement Among Sellers • August 12th, 2004 • Lazy Days R.V. Center, Inc. • Delaware

This AGREEMENT AMONG SELLERS (this “Agreement”) is made as of the 27th day of April, 2004, by and among 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, the “Companies”), the Employee Stock Ownership Plan and Trust for the Employees of Lazy Days (the “ESOP”), acting herein through James L. Farnsworth as the directed trustee of the ESOP and not in his individual capacity, pursuant to the direction of the ESOP Fiduciary, those persons and entities listed on Exhibit A attached hereto (each a “Seller” and collectively, the “Sellers”) and Oakridge Consulting, acting herein through Michael Salvati solely in his capacity as agent for the Sellers and not in his individual capacity (the “Sellers’ Representative”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

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TERMINATION AGREEMENT
Termination Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • Delaware

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).

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LOAN AND SECURITY AGREEMENT by and between LAZY DAYS’ R.V. CENTER, INC. as Borrower, and WELLS FARGO FOOTHILL, INC. as Lender Dated as of May 14, 2004
Loan and Security Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc. • New York

An account at a bank designated by Lender from time to time as the account into which Borrower shall make all payments to Lender under this Agreement and the other Loan Documents; unless and until Lender notifies Borrower to the contrary, Lender’s Account shall be that certain deposit account bearing account number 323-266193 and maintained by Lender with JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, New York 10004, ABA #021000021

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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 New York, New York 10022
Collateral Assignment of Stock Purchase Agreement • August 12th, 2004 • Lazy Days R.V. Center, Inc.

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);

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