Entry into a Material Definitive


 


On
May 13, 2022, LDRV Holdings Corp., Lazydays RV America, LLC, Lazydays RV Discount, LLC and Lazydays Mile HI RV, LLC (collectively with
certain other subsidiary entities, the “Borrowers”) entered into the first amendment (the “First Amendment”)
to the amended and restated credit agreement, dated as of July 14, 2021 (the “Credit Agreement”, and together with the First
Amendment, the “Agreement”), with Manufacturers and Traders Trust Company (“M&T”), as Administrative Agent,
Swingline Lender, Issuing Bank and a Lender, and other financial institutions as Lender parties.


 


The
First Amendment amends the Credit Agreement primarily to: (i) replace the London Interbank Offered Rate (“LIBOR”) with the
Secured Overnight Financing Rate (“SOFR”) as the applicable reference rate, and update certain related provisions; and (ii)
amend the change in control provisions to prevent an inadvertent trigger of a change in control by Coliseum Capital Management, LLC and
its affiliates, one of the Company’s large stockholders.


 


All
of the lenders under the Agreement or their affiliates have various other relationships with the Company and its subsidiaries involving
the provision of financial services and some may serve as a source of retail financing for the Company’s customers. In addition,
one of the lenders under the Agreement was a lender under the Company’s prior credit agreement.


 


The
description of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment, filed as Exhibit
10.1 to this Current Report on Form 8-K.


 




Item
9.01


Financial
Statements and Exhibits.



 




(d)


Exhibits



 




Exhibit
No.


 


Description



 


 


 



10.1*


 


First Amendment to Amended and Restated Credit Agreement, dated as of May 13, 2022, by and among LDRV Holdings Corp., Lazydays RV America, LLC, Lazydays RV Discount, LLC and Lazydays Mile HI RV, LLC, Manufacturers and Traders Trust Company, as Administrative Agent, Swingline Lender, Issuing Bank and a Lender, and other financial institutions as Lender parties.



 


 


 



104


 


Cover
Page Interactive Data File (formatted as inline XBRL).



 


 


 



*


 


Schedules and similar attachments to this exhibit have
been omitted pursuant to Item 601(a)(5) of Regulation S-K. We agree to furnish supplementally a copy of such omitted materials to
the SEC upon request.



 



 


 



 


SIGNATURES


 


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


 




 


LAZYDAYS
HOLDINGS, INC.



 


 


 



May
17, 2022


By


/s/
Nicholas J. Tomashot



Date


 


Nicholas
J. Tomashot



 


 


Chief
Financial Officer



 



 








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