Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On
April 16, 2020, (A) Lazydays Holdings, Inc. (“Lazydays,” “Pubco Guarantor” or the “Company”),
Lazy Days’ R.V. Center, Inc. (“Parent Guarantor”) and Lazydays Land Holdings, LLC (together with Pubco Guarantor
and Parent Guarantor, and each of the applicable Borrowers (defined below) in its capacity as a Guarantor, collectively, the “Guarantors”),
(B) LDRV Holdings Corp. (“LDRV”), Lazydays RV America, LLC, Lazydays RV Discount, LLC, Lazydays Mile HI RV, LLC, Lazydays
Of Minneapolis LLC, LDRV of Tennessee LLC, Lazydays of Central Florida, LLC, Lone Star Acquisition LLC (authorized to conduct
business in the State of Texas as Lone Star Land of Houston, LLC, and Lone Star Diversified, LLC (each a “Borrower,”
and collectively the “Borrowers”), (C) Manufacturers and Traders Trust Company (“M&T Bank” or “Administrative
Agent”) and (D) certain lenders (the “Lenders”) party to the credit agreement entered into the Fourth Amendment
to Credit Agreement (“Fourth Amendment”). The Borrowers and the Guarantors party to the Fourth Amendment are the loan
parties (“Loan Parties”) while the Administrative Agent and Lenders are collectively referred to as the “Credit
Parties.”
Pursuant
to the Fourth Amendment, the Loan Parties requested certain accommodations under the credit agreement due to the disruptions in
their operations relating to the COVID-19 virus. The Administrative Agent and the Lenders agreed to enter into the Fourth Amendment
to provide the requested temporary relief based on certain terms and conditions.
Pursuant
to the Fourth Amendment, the parties agreed to a temporary suspension of scheduled curtailment payments required by the credit
agreement for the period from April 1, 2020 through June 15, 2020. Amounts related to floor plan unused commitment fees and interest
on the outstanding principal balance of the Floor Plan Line of Credit will continue to accrue and be paid at the applicable rate
and on the terms set forth in the credit agreement during the suspension period.
Pursuant
to the Fourth Amendment, the parties agreed to a suspension of scheduled principal payments on the term loans and mortgage loans
(to the extent the permanent loan period has begun for the mortgage loans) for the period from April 15, 2020 through June 15,
2020. Interest on the outstanding principal balances of the term loans and mortgage loans will continue to accrue and be paid
at the applicable interest rate during the deferment period. At the end of the deferment period, the Borrowers will resume making
all required payments of principal on the term loans and mortgage loans. All principal payments of the term loans and mortgage
loans deferred during the deferment period will be due and payable on the term loan maturity date or the mortgage loan maturity
date, as applicable. Additionally, all principal payments deferred during the deferment period will be due and payable (a) as
described above or (b) if earlier, the date all outstanding amounts are otherwise due and payable under the terms of the credit
documents (including, without limitation, upon maturity, acceleration or, to the extent applicable under the credit documents,
demand for payment).
The
Fourth Amendment also amended certain definitions and covenants and made other modifications to the credit agreement including
(i) adding definitions and terms related to the COVID-19 Governmental Financial Support Program and COVID-19 Loan, (ii) adding
definitions and terms related to the deferment period, and (iii) adding an amendment to limitations on indebtedness regarding
COVID-19 loans, if applicable, including that the aggregate principal amount of all COVID-19 loans will not exceed $9,000,000.
The
Fourth Amendment added restrictions for the Loan Parties during both the deferment period and the suspension period regarding
(i) paying dividends or distributions, (ii) increasing the compensation and benefits for certain parties, or (iii) paying to or
for the benefit of certain parties fees or other compensation other than in the ordinary course.
The
foregoing summary is qualified in its entirety by reference to the Fourth Amendment, a copy of which will be filed with the quarterly
report on Form 10-Q for the quarter ended March 31, 2020.