UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report: October 3, 2006 (Date of earliest event reported: September 29, 2006)
LAZY DAYS’ R.V. CENTER, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Florida (State or other jurisdiction of incorporation)	333-114210 (Commission File Number)	59-1764794 (IRS Employer Identification No.)
6130 Lazy Days Boulevard Seffner, Florida 33584-2968 (Address of Principal Executive Offices, including Zip Code)
(800) 626-7800 (Registrant’s Telephone Number, Including Area Code)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report: January 18, 2006 (Date of earliest event reported: January 17, 2006)

LAZY DAYS’ R.V. CENTER, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Florida		333-114210		59-1764794
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6130 Lazy Days Boulevard

Seffner, Florida 33584-2968

(Address of Principal Executive Offices, including Zip Code)

(800) 626-7800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ * Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ * Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ * Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ * Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement

On September ~~January 17~~29, 2006 Lazy Days’ R.V. Center, Inc. (the “Company”) entered into (i) an the First Amendment ~~No. 3~~ (“~~Amendment~~First ~~No. 3~~Amendment”) to its ~~Second~~Loan ~~Amended~~ and ~~Restated~~Security ~~Floor Plan Credit~~ Agreement (~~the~~ “Loan Agreement”) ~~among~~by ~~the Company, Bank of America, N.A., as Administrative Agent~~ and asbetween ~~Collateral Agent, and Bank of America, N.A. and Keybank National Association, as Lenders, which amends~~ the ~~Agreement~~Company ~~originally dated as of July 15, 1999, amended~~ and ~~restated~~Wells asFargo ~~of July 31~~Foothill, ~~2002, amended and restated as of May 14, 2004, and as amended by Amendment No~~Inc. ~~1 dated October 28, 2004 and Amendment No. 2 dated May 23, 2005 and~~ (~~ii)~~ the ~~First Amended and Restated Amendment No.1 (~~“~~First A&R Amendment No. 1~~Lender”) ~~to the Agreement among the Company~~, ~~Bank of America, N.A., as Administrative Agent and as Collateral Agent, and Bank of America, N.A. and Keybank National Association, as Lenders,~~ which amends the Loan Agreement originally dated as of ~~July 15, 1999, amended and restated as of July 31, 2002, amended and restated as of~~ May 14, 2004~~, and as amended by Amendment No~~. 1 ~~dated October 28, 2004, Amendment No. 2 dated May 23, 2005 and Amendment No. 3 dated January 17, 2006.~~

The purpose of ~~Amendment~~the ~~No. 3~~First Amendment was to amend the Loan Agreement to ~~modify the margins~~provide ~~incorporated into~~ that the ~~definitions~~Lender ~~“Adjusted~~will ~~LIBOR~~not ~~Rate”~~make ~~and~~any ~~“Adjusted~~additional ~~Prime~~borrowings ~~Rate”~~(or ~~payable~~issuances byof ~~the Company. The changes adjusted the applicable margins in a manner favorable to the Company. The amendment also modified the~~letters ~~definition~~ of credit) ~~“EBITDA”~~ to, ~~among other things, add back losses and expenses related to~~ the ~~redemption~~Company ofunder ~~bonds according to~~ the ~~Indenture~~senior insecured ~~the~~revolving ~~determination~~credit ~~of net income to the extent such items are deducted in the determination of net~~facility ~~income~~ that is ~~and~~governed ~~add~~by ~~back (or deduct)~~ the ~~net~~Loan ~~change in the LIFO reserve~~Agreement. ~~A copy of the amendment is attached hereto as exhibit 10.28 and is incorporated herein by reference.~~

The ~~purpose of the~~ First ~~A&R~~ Amendment ~~No. 1~~also ~~was~~provided tofor ~~amend~~ the ~~Agreement~~following: to(i) ~~permit~~ the ~~Company~~maturity todate ~~finance~~of ~~with~~ the ~~floor~~senior secured ~~plan~~revolving credit ~~the~~ ~~purchase~~facility ofwas ~~eligible~~changed ~~new~~from ~~floor~~May ~~plan~~14, ~~units~~2009 ~~that~~to ~~will~~September 29, 2007; be(ii) ~~sold~~the bycovenant requiring the Company to ~~the~~maintain ~~United~~a ~~States~~minimum ~~government,~~level of EBITDA orwas ~~leased~~amended ~~by the Company~~ to ~~certain~~change ~~non-governmental entities for use throughout~~ the ~~United~~prescribed ~~States,~~EBITDA inlevels ~~each case~~ in ~~accordance~~a ~~with~~manner ~~the~~favorable ~~terms~~ to ~~and conditions of~~ the ~~Agreement.~~Company; ~~The~~and ~~amendment~~(iii) ~~provides, among other things, that~~ the ~~aggregate~~prepayment ~~principal~~premium ~~amount of loans outstanding~~ and ~~representing borrowings advanced against floor plan units sold to~~ the ~~United~~unused ~~States government shall not~~revolver at any time exceed $8 million or against floor plan units leased under this lease program shall not at any time exceed $2 million. In connection with the amendment, the Company is required to collaterally assign all of its interests in the fee ~~leases~~ were ~~for the vehicles that are leased to certain non-governmental agencies under this lease program~~eliminated. A copy of the amendment is attached hereto as ~~exhibit~~Exhibit 10.29 30 and is incorporated herein by reference.

Item 9.01 Exhibits

(d) The following items are included as Exhibits to this report:

Exhibit 10.28 —		Amendment No. 3 to Second Amended and Restated Floor Plan Credit Agreement.
Exhibit 10.29 —		First Amended and Restated Amendment No. 1 to Second Amended and Restated Floor Plan Credit Agreement.

Exhibit 10.30 First Amendment, dated as of September 29, 2006, to Loan and Security Agreement by and between Lazy Days and Wells Fargo Foothill, Inc., dated as of May 14, 2004.

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SIGNATURES

According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: October ~~January 18~~3, 2006

~~LAZY DAYS’~~ LAZYDAYS' R.V. CENTER, INC. ~~By: /S/ Charles L. Thibault Name: Charles L. Thibault Title: Chief Financial Officer~~

By: /s/ John Horton

Name: John Horton

Title: Chief Executive Officer

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Filing Compare · Lazy Days R.V. Center, Inc.