exhibit10_2.htm


    EXHIBIT
10.2

    Form
of the Forbearance Agreement dated December 15, 2008


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FORBEARANCE
AGREEMENT

     

    This
Forbearance Agreement (the “Agreement”) is made
as of December 12, 2008 (the “Forbearance Effective
Date”) by and among Lazy Days’ R.V. Center, Inc., a Florida corporation
(“Issuer”), The
Bank of New York, a New York banking corporation, as indenture trustee (“Trustee”), and the
Noteholder signatory hereto (the “Noteholder”), a holder of the Issuer’s
unsecured 11.75% Senior Notes due May 15, 2012 (the “Notes”).  For
purposes of this Agreement, the Issuer, the Trustee and the Noteholder together
are referred to as the “Parties.”  Capitalized
terms used herein have the meanings assigned in the Indenture unless otherwise
defined herein.

     

    RECITALS

     

    WHEREAS,
as of the date hereof, the Issuer has failed to make the interest payment due on
November 15, 2008 under the Indenture, which is a Default, and if not cured
within thirty days, will become an Event of Default under the Indenture (the
“Interest
Default”);

     

    WHEREAS,
at the Issuer’s request, the Noteholder has agreed to forbear from exercising,
and to instruct the Trustee under the Indenture not to exercise those rights and
remedies available under the Indenture and/or applicable law that have arisen or
may hereafter arise, due to the occurrence and continuance of the Interest
Default on the terms and conditions set forth herein;

     

    NOW
THEREFORE, in consideration of the premises and the respective covenants and
agreements set forth in this Agreement, the Parties, each intending to be
legally bound, agree as follows:

     

    
      	
              1.  

            	
              Forbearance.

            


    

     

    
      	
              (a)  

            	
              Effective
      as of the Forbearance Effective Date, the Noteholder agrees that, until
      the expiration of the Forbearance Period (as defined below), it will
      forbear from exercising, and shall direct the Trustee and any broker or
      other Person that holds the Notes on behalf of the Noteholder, and by
      signature hereto so direct the Trustee pursuant to Article VI of the
      Indenture and such brokers or other Persons, not to exercise, any rights
      and remedies against Issuer that are available under the Indenture and/or
      applicable law solely with respect to Interest Default; provided, however, that,
      except as otherwise expressly provided herein, nothing herein shall
      restrict, impair or otherwise affect the exercise of the Noteholder’s
      rights under this Agreement or the Indenture, and provided further that no
      such forbearance shall constitute a waiver with respect to any Defaults or
      Events of Default under the Indenture or a waiver of any of the rights and
      remedies provided thereunder, under applicable law, at equity or
      otherwise.

            


    

     

    
      	
              (b)  

            	
              As
      used herein, the term “Forbearance
      Period” shall mean the period beginning on the Forbearance
      Effective Date and ending upon the occurrence of a Termination
      Event.  As used herein, “Termination
      Event” shall mean the earlier to occur of (i) December 19, 2008;
      and (ii) the occurrence of any Forbearance Default; provided, however, that
      if, on or before December 19, 2008, the Issuer and Noteholder enter into a
      mutually satisfactory confidentiality agreement and the Issuer delivers to
      the Noteholder (X) a copy of the 13-week cash flow statement of the Issuer
      and (Y) the budget for the 2009 fiscal year of the Issuer, then such date
      set forth in Section 1(b)(i) above shall be extended to January 15,
      2009.  As used herein, the term “Forbearance
      Default” shall mean: (A) the occurrence of any Default or Event of
      Default other than the Interest Default; (B) the failure of the Issuer to
      comply with any material term, condition, covenant or agreement set forth
      in this Agreement; (C) the failure of any representation or warranty made
      by the Issuer under this Agreement to be true and correct in all material
      respects as of the date when made; (D) the commencement by or against the
      Issuer of a case under title 11 of the United States Code, the Companies’
      Creditors Arrangement Act or any other act that seeks relief under any
      comparable bankruptcy or insolvency regime or proceeding; (E) the
      failure of the Issuer to have adequate availability and ability to borrow
      under the Floor Plan Credit Facility to meet its current operating cash
      needs; or (f) the acceleration of the Notes pursuant to Section 6.1 of the
      Indenture.

            


    

     

    
      	
              (c)  

            	
              Upon
      the occurrence of a Termination Event, the agreement of the Noteholder
      hereunder to forbear, and to direct the Trustee and any broker or other
      Person that holds the Notes on behalf of the Noteholder, to forbear, from
      exercising rights and remedies in respect of the Interest Default, shall
      immediately terminate without further act or action by the Noteholder or
      the requirement of any demand, presentment, protest, or notice of any
      kind, all of which Issuer hereby waives.  The Issuer agrees that
      upon occurrence of and at any time after the occurrence of a Termination
      Event, the Noteholder or the Trustee, as applicable, may proceed, subject
      to the terms of the Indenture and/or applicable law, to exercise any or
      all rights and remedies under the Indenture and/or applicable law,
      including, without limitation, the rights and remedies on account of the
      Interest Default and any other Defaults or Events of Default that may then
      exist.  Without limiting the generality of the foregoing, upon
      the occurrence of a Termination Event, if any Default or Event of Default
      (including the Interest Default) exists at such time, the Noteholder or
      the Trustee, as applicable, may, upon such notice or demand as is
      specified by the Indenture or applicable law, and subject to the terms of
      the Indenture and/or applicable law, (x) collect and/or commence any legal
      or other action to collect any or all of the obligations of the Issuer
      under the Indenture; and (y) take any other enforcement action or
      otherwise exercise any or all rights and remedies provided to them under
      the Indenture and/or applicable law, all of which rights and remedies are
      fully reserved.

            


    

     

    
      	
              2.  

            	
              Covenants.
      Notwithstanding any provisions to the contrary contained in this
      Agreement, the Issuer hereby covenants and agrees to observe and comply
      with each of the following covenants and the Issuer agrees and
      acknowledges that failure to comply with any such covenant shall result in
      an immediate Termination Event:

            


    

     

    
      	
              (a)  

            	
              The
      Issuer will perform, observe and comply with each covenant, agreement and
      term contained in this Agreement, the Floor Plan Credit Facility and the
      Indenture, other than the Interest
Default.

            


    

     

    
      	
              (b)  

            	
              The
      Issuer will be prohibited, during the Forbearance Period from making any
      Asset Sales or Affiliated Transactions; incurring any Liens; or making any
      Restricted Payments.

            


    

     

    
      	
              (c)  

            	
              The
      Issuer shall promptly, but in any event within twenty four (24) hours,
      notify the Noteholder in writing of any Forbearance
    Default.

            


    

     

    
      	
              (d)  

            	
              The
      Issuer shall pay within 10 days of receipt (i) the reasonable out of
      pocket expenses of the Noteholder (which shall not include fees and
      expenses of counsel except as provided in (ii) below) and (ii) fees and
      expenses of the informal group of unaffiliated holders of the Notes (the
      “Noteholder
      Group”) and its counsel pursuant to the terms of the Engagement
      Letter between the Issuer and Akin Gump Strauss Hauer & Feld LLP dated
      as of December 3, 2008.

            


    

     

    
      	
              (e)  

            	
              The
      Issuer shall negotiate in good faith with the Noteholder Group regarding a
      potential restructuring
transaction.

            


    

     

    
      	
              3.  

            	
              Effectiveness.  This
      Agreement shall be effective as to the Noteholder and the Issuer in
      accordance with Section 3 hereof regardless of whether the Trustee
      executes this Agreement.  This Agreement shall be effective as
      to the Trustee when the Trustee becomes a signatory
  hereto.

            


    

     

    
      	
              4.  

            	
              Representations
      and Warranties.

            


    

     

    
      	
              (a)  

            	
              The
      Issuer represents and warrants
that:

            


    

     

    
      	
              (i)  

            	
              Except
      for the Interest Default, no other Default or Event of Default has
      occurred and is continuing.

            


    

     

    
      	
              (ii)  

            	
              The
      Issuer is duly organized, validly existing and in good standing under the
      laws of the jurisdiction of its organization, and has the full power and
      authority to execute, deliver and perform this
  Agreement.

            


    

     

    
      	
              (iii)  

            	
              The
      execution, delivery and performance by the Issuer of this Agreement (A)
      have been duly authorized by all requisite action on the part of the
      Issuer, (B) do not and will not violate the certificate of
      incorporation or bylaws of the Issuer, or any material agreement of the
      Issuer, or any order, judgment or decree of any court, governmental agency
      or arbitrator by which the Issuer or any of its properties is bound, and
      (C) does not and will not require any filing (other than any disclosure
      filing) or registration with, consent, or authorization or approval of, or
      notice to, or other action with or by, any governmental agency or other
      Person.

            


    

     

    
      	
              (iv)  

            	
              This
      Agreement constitutes the legal, valid and binding obligation of the
      Issuer, enforceable against the Issuer in accordance with its terms,
      except as enforcement may be limited by equitable principles or by
      bankruptcy, insolvency, reorganization, moratorium, or similar laws
      relating to or limiting creditors’ rights
  generally.

            


    

     

    
      	
              (b)  

            	
              The
      Noteholder represents as follows: As of the date hereof, the Noteholder
      either (A) is the sole legal and beneficial owner of the principal
      amount of Notes set forth opposite its name on the signature
      pages hereto, or (B) has the investment or voting discretion
      with respect to such Notes and has the power and authority to bind the
      beneficial owner(s) of such Notes to the terms of this
      Agreement.

            


    

     

    
      	
              5.  

            	
              Disclosure.  Each
      Party hereto agrees that it will permit public disclosure, including in a
      press release, of the contents of this Agreement, but not including
      information with respect to the Noteholder’s amount of ownership of Notes
      or the identity of the Noteholder.  Notwithstanding anything in
      this Agreement to the contrary, Issuer shall not, and the Issuer hereby
      agrees that it will not, share the identity of the Noteholder or the
      amount of Notes held by the Noteholder with any person or entity and that
      it will keep such information
confidential.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              6.  

            	
              Complete Integration;
      Amendments.  This Agreement along with the Indenture
      constitutes the full and final agreement between the Parties with respect
      to the subject matter hereof, and it may not be modified or amended except
      by a written instrument, signed by each of the Parties, expressing such
      amendment or modification.

            


    

     

    
      	
              7.  

            	
              No Other Amendments;
      Reservation of Rights, No Waiver.  Other than as otherwise
      expressly provided herein, this Agreement shall not be deemed to operate
      as an amendment or waiver of, or to prejudice, any right, power, privilege
      or remedy of the Noteholder or the Trustee, as applicable, under the
      Indenture or applicable law, nor shall the entering into this Agreement
      preclude the Noteholder from refusing to enter into any further amendments
      or forbearances with respect to the Indenture.  Other than as
      expressly provided herein, this Agreement shall not constitute a
      forbearance with respect to (i) any failure by the Issuer to comply
      with any covenant or other provision in the Indentures or (ii) the
      occurrence or continuance of any present or future Default or Event of
      Default.

            


    

     

    
      	
              8.  

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

            


    

     

    
      	
              9.  

            	
              Successors and
      Assigns.  This Agreement shall be binding upon and inure to
      the benefit of the Parties hereto and each of their respective successors,
      assigns, heirs and personal
representatives.

            


    

     

    
      	
              10.  

            	
              Authority.  Any
      person signing this Agreement in a representative capacity
      (i) represents and warrants that he/she is authorized to sign this
      Agreement on behalf of the Party he/she represents and that his/her
      signature upon this Agreement will bind the represented Party to the terms
      of this Agreement, and (ii) acknowledges that the other Party to this
      Agreement has relied upon such representation and
  warranty.

            


    

     

    
      	
              11.  

            	
              Governing Law. 
      This Agreement shall be governed by and construed in accordance with the
      laws of the State of New York, without regard to its choice of law
      provisions.

            


    

     

    
      	
              12.  

            	
              Remedies.  Nothing
      contained in this Agreement shall be deemed a waiver by any non-breaching
      Party hereto of any other remedies available at law to redress any other
      Party’s breach of this Agreement.  Each of the rights and powers
      provided pursuant to this Agreement shall be cumulative and in addition to
      and not in derogation of the rights and powers otherwise available under
      applicable law to the Parties pursuant to Article VI of the
      Indenture.

            


    

     

    
      	
              13.  

            	
              Direction to
      Trustee.  The Noteholder’s agreement to forbear as provided
      herein shall constitute a direction from the Noteholder to the Trustee to
      similarly forbear during the Forbearance
Period.

            


    

     

    
      	
              14.  

            	
              Acquisition of Additional
      Notes.  This Agreement shall in no way be construed to
      preclude the Noteholder from acquiring additional Notes to the extent
      permitted by applicable law and to the extent not subject to any other
      contractual restrictions.  However, the Noteholder shall,
      automatically and without further action, become subject to this Agreement
      with respect to any Notes so
acquired.

            


    

     

    
      	
              15.  

            	
              Limitation on Transfers of
      Notes.  The Noteholder hereby agrees not to sell, assign,
      pledge, hypothecate or otherwise transfer, during the Forbearance Period,
      any Notes (or any rights in respect thereof, including the right to vote)
      that are subject to this Agreement and held by the Noteholder as of the
      execution date of this Agreement except to a party who, contemporaneously
      with any such sale, assignment, pledge, hypothecation, or transfer, agrees
      to be fully bound as a signatory hereunder by executing and delivering to
      the Issuer a joinder to this Agreement.  If the Noteholder takes any
      action in violation of the preceding sentence, the Noteholder shall notify
      the Issuer within one (1) Business Day
    thereafter. 

            


    

     

    
      	
              16.  

            	
              No Limitation on Business
      Activities.  Notwithstanding the foregoing or any other
      term contained herein, Issuer acknowledges and agrees that this letter
      agreement shall not in any way limit the lawful activities of Noteholder
      in businesses distinct from the business of the group which holds the
      Notes.

            


    

     

    


      
        
           


        

        
           


          
            

          

        

        
           


        

      



    IN
WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be duly
executed and delivered as of the date first above written.

     

    


     

    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: