ex10_1.htm


    
      

      

    

    


      EXHIBIT
10.1

      Form
of the Fourth Amendment to Forbearance Agreement dated March 25,
2009

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      FOURTH AMENDMENT TO
FORBEARANCE AGREEMENT

       

      This
FOURTH AMENDMENT, dated as of March 25, 2009 (this “Fourth Amendment”) by and
among Lazy Days’ R.V. Center, Inc., a Florida corporation (the “Issuer”), The
Bank of New York, a New York banking corporation as indenture trustee (the
“Trustee”), and the Noteholder signatory hereto (the “Noteholder”), a holder of
the Issuer’s unsecured 11.75% Senior Notes due May 15, 2012, amends and
supplements the Forbearance Agreement originally dated December 12, 2008, as
amended on January 12, 2009, as amended on February 16, 2009, and as amended on
March 10 (the “Forbearance Agreement”).  Capitalized terms used herein
have the meanings assigned in the Forbearance Agreement unless otherwise defined
herein.

       

      W I T N E S S E T
H

       

      WHEREAS,
the parties to the Forbearance Agreement desire to extend the term of the
Forbearance Period.

       

      NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements herein contained, the Issuer, the Trustee and the Noteholder hereby
agree as follows:

       

      1. The
Noteholder agrees that the reference to March 16, 2009 in Section 1(b) of the
Forbearance Agreement shall hereby be replaced by April 13, 2009.

       

      2. This
Amendment may be signed in counterparts, each of which, when taken together,
shall be deemed an original.  Execution of this Amendment is effective
if a signature is delivered by facsimile transmission or electronic (e.g. “pdf”)
transmission.

       

      3. Except as
expressly set forth herein, this Amendment shall not by implication or otherwise
alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Forbearance Agreement, all
of which shall remain in full force and effect.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the Issuer, the Trustee and the Noteholder have caused this
Amendment to be duly executed and delivered as of the date first written
above.

       

      LAZY DAYS R.V. CENTER,
INC.

       

      By:___________________________

       

      Name:

      Title:

      


       

      THE
BANK OF NEW YORK

       

      By:____________________________

       

      Name:

       

      Title:

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      NOTEHOLDER

       

      By:
______________________

       

      Name:

       

      Title:

       

      Address:

       

      Attn:

       

      Tel:

       

      Fax:

       

      Email:

       

      Principal
Amount of Senior Notes Held:

       

      Date: