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 con
