ex10_1.htm


    

      
        

        

      

      EXHIBIT
10.1

       

      Exhibit
10.1 - Form of the Second Amendment to Forbearance Agreement dated February 16,
2009

      

         

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        SECOND AMENDMENT TO
FORBEARANCE AGREEMENT

         

        This
SECOND AMENDMENT, dated as of February 16, 2009 (this “Second 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,
and as amended on January 12, 2009 (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 February 16, 2009 in Section 1(b) of the Forbearance Agreement
shall hereby be replaced by March 2, 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: