EXHIBIT 10.8
AMENDMENT TO
DEBT CONVERSION AND
MUTUAL SETTLEMENT AND RELEASE AGREEMENT
This Amendment to Debt Conversion and Mutual Settlement and Release
Agreement (the "Amendment to Release Agreement") is made and entered into as of
the 13th day of June 2001 (the "Amendment Effective Date") between Holiday RV
Superstores, Inc., a Delaware corporation ("Holiday RV") and County Line Select
Cars, Inc., a Florida corporation ("County Line" and collectively with Holiday
RV, the "Holiday RV Group"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an individual ("▇▇▇▇▇▇▇") and
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, an individual ("Francisco" and collectively with ▇▇▇▇▇▇▇, the
"Investor Group").
W I T N E S S E T H:
Whereas, Holiday RV, County Line, ▇▇▇▇▇▇▇ and Francisco have previously
entered into that certain Debt Conversion and Mutual Settlement and Release
Agreement effective as of March 1, 2001 (the "Release Agreement"); and
Whereas, Holiday RV, County Line, ▇▇▇▇▇▇▇ and Francisco now desire to amend
the Release Agreement as set forth below.
Now, Therefore, in consideration of the premises and of the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto hereby agree as
follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms used
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herein shall have the meanings, if any, assigned to them in the Release
Agreement.
2. Amendments to the Release Agreement.
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(a) The "Effective Date" of the Release Agreement is deemed to be
April 9, 2001.
(b) Section 1.2 shall be amended and restated in its entirety to read
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as follows:
1.2 "Note Conversion" means the conversion of (i) indebtedness in
the original principal amount of $1,500,000, excluding any accrued but
unpaid interest (which is the entire principal amount Holiday RV and the
Investor Group have agreed is due and payable pursuant to the Stock
Purchase Agreement and the Purchase Notes), into four hundred twelve
thousand (412,000) shares of Common Stock (the "Conversion Shares") at a
price per share of $3.05 and a $60,000 merchandise credit, and (ii) the
conversion of any accrued but unpaid interest on the above referenced
indebtedness into a release of a receivable in the approximate amount of
$42,000 relating to excess prepaid rent paid by Holiday RV to the Investor
Group.
(c) The first paragraph of Section 4 shall be amended and restated in
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its entirety to read as follows:
4. Lock-Up. Subject to Section 4.2, below, the Investor Group
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agrees that they will not, without Holiday RV's prior written consent,
offer, sell, transfer, pledge, hypothecate, contract to sell, grant any
option for the sale of the Conversion Shares or otherwise dispose of
(collectively, a "Transfer"), directly or indirectly, any Conversion Shares
beginning on the Effective Date and ending on March 1, 2002.
(d) The first legend contained in Section 4.1 shall be amended and
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restated in its entirety to read as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, DISPOSED OF, LOANED, OR HYPOTHECATED EXCEPT IN
ACCORDANCE WITH THE TERMS OF THE DEBT CONVERSION AND SETTLEMENT
AGREEMENT DATED AS OF MARCH 1, 2001 , AS AMENDED BY THAT AMENDMENT TO
DEBT CONVERSION AND SETTLEMENT AGREEMENT DATED AS OF JUNE 12, 2001
(COLLECTIVELY, THE "CONVERSION AGREEMENT") BETWEEN THE COMPANY AND THE
OTHER PARTIES NAMED THEREIN. A TRUE AND CORRECT COPY OF THE
CONVERSION AGREEMENT IS AVAILABLE FROM THE COMPANY UPON REQUEST.
(e) Section 4.2 shall be amended and restated in its entirety to read
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as follows:
4.2 Permitted Dispositions. Subject to compliance with
Sections 4.3 and 5 below, (i) on the Effective Date each member of the
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Investor Group shall be permitted to effect Transfers of the Conversion
Shares (a "Permitted Disposition") with regard to 2/12th of the number of
initial Conversion Shares issued to such member of the Investor Group, and
(ii) upon the first business day of each of the 10 calendar months
following the Effective Date, each member of the Investor Group shall be
permitted to effect Permitted Dispositions with regard to an additional
1/12th of the number of initial Conversion Shares issued to such member of
the Investor Group. By way of example, and assuming no prior Permitted
Dispositions, on July 1, 2001 and December 1, 2001, each member of the
Investor Group shall be entitled to Transfer an aggregate of 5/12ths and
5/6ths, respectively, of the initial Conversion Shares issued to such
individual, subject to compliance with the procedures set forth in Section
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5, below.
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(f) Section 4.3 shall be amended and restated in its entirety to read
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as follows:
4.3 Purchase Option. In the event any member of the Investor
Group (the "Selling Member") desires to sell his Conversion Shares pursuant
to a Permitted Disposition, then as a condition precedent to such Permitted
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Disposition the Selling Member shall provide notice as set forth in
Attachment A to this Amendment (the "Sale Notice") to Holiday RV of such
intent describing the amount of Conversion Shares proposed to be sold in
such Permitted Disposition. Thereafter, Holiday RV shall have the right
(the "Purchase Right"), exerisable at any time during the three trading
days after receipt of the Sale Notice (the "Purchase Period"), to purchase
such Conversion Shares at a per share price equal to the arithmetic mean of
the closing price, as reported by Bloomberg, L.P., of shares of Common
Stock for the five consecutive trading days preceeding the date Holiday RV
exercises the Purchase Right. If, prior to the opening of the Nasdaq Stock
Market on the first trading day after the end of the Purchase Period
Holiday RV has not exercised its Purchase Right, then the Selling Member
may sell the Conversion Shares listed on the Sale Notice.
(g) Section 5 shall be amended and restated in its entirety to read
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as follows:
5. Restricted Securities; Registration. The Investor Group
agrees and acknowledges that the Conversion Shares are "restricted
securities" within the meaning of Rule 144 under the Securities Act of
1933, as amended (the "Act"), and may not be resold or transferred without
registration under the Act and applicable state securities laws or an
exception from such registration. Holiday RV agrees to file a registration
statement under the Act covering the Conversion Shares as promptly as
practicable after the Amendment Effective Date and will use commercially
reasonable efforts to cause such registration statement to be declared
effective by the Securities and Exchange Commission no later than the 45th
day following the Amendment Effective Date. Holiday RV shall not be
required to maintain the effectiveness of such registration statement after
any of the Conversion Shares may be resold pursuant to Rule 144(k) under
the Act.
Notwithstanding anything to the contrary herein, Holiday RV
covenants and agrees that it shall file the registration statement
contemplated in this Section 5 by June 29, 2001. In addition,
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notwithstanding anything to the contrary herein, Holiday RV covenants and
agrees that said registration statement shall be declared effective by the
Securities Exchange Commission by September 12, 2001.
(h) Section 7.8 shall be amended and restated in its entirety to read
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as follows:
7.8 [Intentionally Deleted].
3. Miscellaneous.
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(a) Except as expressly amended or waived herein, all terms,
covenants and provisions of the Release Agreement shall remain in full force and
effect and each of the terms of Section 10 of the Release Agreement is
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incorporated herein by this reference, mutatis mutandis.
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(b) This Amendment to Release Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors, assigns, heirs,
executors and administrators.
(c) This Amendment to Release Agreement shall be governed by and
construed under the laws of the State of Florida without regard to the State's
conflict of law rules.
(d) This Amendment to Release Agreement, together with the Release
Agreement, as amended, constitutes the full and entire understanding and
agreement among the parties with regard to the subjects hereof and thereof.
(e) This Amendment to Release Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. A telecopy or facsimile
transmission of a signed counterpart of this Amendment shall be sufficient to
bind the party or parties whose signature(s) appear(s) hereon.
[The remainder of this page is intentionally left blank, signature page
follows.]
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In Witness Whereof, the parties hereto have duly executed this Amendment to
Release Agreement as of the date first above written.
HOLIDAY RV SUPERSTORES, INC.
By: ________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer
COUNTY LINE SELECT CARS, INC.
By: ________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer
___________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
___________________________________
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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ATTACHMENT A
SALE NOTICE
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To: Holiday RV Superstores, Inc. ("Holiday")
Attn: President
(1) Pursuant to Section 4.3 of the Debt Conversion and Mutual Settlement and
Release Agreement dated March 1, 2001, between Holiday, County Line Select Cars,
Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as amended by that Amendment to Debt
Conversion and Mutual Settlement and Release Agreement dated June 13, 2001
(collectively, the "Conversion Agreement"), the undersigned hereby gives notice
of his election to sell _______ shares (the "Shares") of Common Stock of
Holiday.
(2) Pursuant to Section 4.3 of the Conversion Agreement, Holiday may purchase,
for a period of three trading days subsequent to the date of receipt of this
notice (the "Purchase Right") the Shares at a per share purchase price equal to
the arithmetic mean of the closing price, as reported by Bloomberg, L.P., of
shares of Common Stock for the five consecutive trading days preceeding the date
Holiday exercises the Purchase Right.
(3) You may provide me with notice of exercise of the Purchase Right at the
phone number and address specified below:
__________________________________
(Name)
__________________________________
(Address)
__________________________________
Phone:______________________
Fax: ______________________
Dated: _______________
_____________________________________
Signature
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