0001296937-09-000004 Sample Contracts

Form of the Amendment to Forbearance Agreement dated January 12, 2009
Forbearance Agreement • January 16th, 2009 • Lazy Days R.V. Center, Inc. • Retail-auto dealers & gasoline stations

This AMENDMENT, dated as of January 12, 2009 (this “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 (the “Forbearance Agreement”). Capitalized terms used herein have the meanings assigned in the Forbearance Agreement unless otherwise defined herein.

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Form of the Forbearance Agreement dated December 15, 2008
Forbearance Agreement • January 16th, 2009 • Lazy Days R.V. Center, Inc. • Retail-auto dealers & gasoline stations • New York

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.

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