REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of March 12, 2002 (the
"Agreement") by and between AGHI FINANCE CO, LLC, a Delaware limited liability
company ("AGHI") and HOLIDAY RV SUPERSTORES, INC., a Delaware corporation (the
W I T N E S S E T H:
WHEREAS pursuant to that certain Loan and Security Agreement, dated the
date hereof, by and between the Company and AGHI (the "Loan Agreement"), AGHI
has agreed to loan the Company the sum of $1,600,000 which loan is convertible
into shares (the "Common Shares") of the Company's Common Stock, par value $0.01
per share (the "Common Stock") in accordance with the provisions set forth
WHEREAS pursuant to the Loan Agreement, the Company issued to AGHI a
warrant (the "Warrant") to purchase up to an aggregate of 1,800,000 shares (the
"Common Shares") of Common Stock, subject to the terms and conditions set forth
WHEREAS pursuant to the Loan Agreement, AGHI has the right to convert
the indebtedness of the Company to AGHI under the promissory note issued by the
Company to AGHI into Common Shares; and
WHEREAS pursuant to the Loan Agreement, the Company may elect to pay
certain interest and fees payable under the Loan Agreement in Common Shares.
NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in the Loan
Agreement and this Agreement, the Company and AGHI agree as follows:
1. CERTAIN DEFINITIONS. Capitalized terms used herein and not otherwise
defined shall have the meaning ascribed thereto in the Loan Agreement. As used
in this Agreement, the following terms shall have the following respective
"Affiliate" shall have the meaning ascribed to such term in Rule 12b-2
under the Exchange Act.
"Associate" shall have the meaning ascribed to such term in Rule 12b-2
under the Exchange Act.
"Closing" and "Closing Date" shall mean the funding of the loan
contemplated by the Loan Agreement and the date on which such funding occurs.
"Commission" or "SEC" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.
"Exchange Act" shall mean the Securities Exchange Act of 1934, and the
rules and regulations promulgated thereunder, as the same may be amended from
time to time.
"Holder" and "Holders" shall include AGHI and any transferee or
transferees of the Warrant, Common Shares or Registrable Securities which have
not been sold to the public to whom the registration rights conferred by this
Agreement have been transferred in compliance with this Agreement.
"Person" shall mean any individual, partnership, corporation, trust or
other entity of any nature whatsoever.
The terms "register," "registered" and "registration" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
"Registrable Securities" shall mean: (i) the Common Shares or other
securities issued or issuable to each Holder or its permitted transferee or
designee upon exercise of the Warrant; (ii) the Common Shares issued to each
Holder pursuant to Section 2.02, 2.05 or 2.07 of the Loan Agreement, (iii)
securities issued or issuable upon any stock split, stock dividend,
recapitalization or similar event with respect to such Common Shares; and (iv)
any other security issued as a dividend or other distribution with respect to,
in exchange for or in replacement of the securities referred to in the preceding
clauses. For purposes of this Agreement, a Person will be deemed to be a holder
of Registrable Securities whenever such Person has the then-existing right to
acquire such Registrable Securities, whether or not such acquisition actually
has been effected. Notwithstanding the foregoing, Registrable Securities shall
not include any securities sold by a person to the public either pursuant to a
registration statement or Rule 144 or sold in a private transaction in which the
transferor's rights under this Agreement are not assigned.
"Registration Expenses" shall mean all expenses incurred in connection
with the Company's performance of or compliance with this Agreement, including,