Recreational Holdings Inc – ‘SC 13D’ on 7/12/99 re: Holiday RV Superstores Inc – EX-4

On:  Monday, 7/12/99, at 5:31pm ET   ·   Accession #:  950170-99-1113   ·   File #:  5-39090   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 7/16/99 by the SEC on 7/16/99. ®

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              8     30K 
 2: EX-1        Underwriting Agreement                                27    111K 
 3: EX-3        Articles of Incorporation/Organization or By-Laws      1      7K 
 4: EX-4        Instrument Defining the Rights of Security Holders     2      9K 

EX-4   —   Instrument Defining the Rights of Security Holders

EX-4
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                                                                       EXHIBIT 4

NOTE

US $500,000                                                    June 11, 1999    

FOR VALUE RECEIVED, the undersigned, Atlas Recreational Holdings, Inc.          
(hereinafter called "Borrower"), promises to pay to the order of Michael McGowan
(hereinafter called "Lender") at its main office at 3215 Oxford Drive,          
Southerland, VA 23885, or any other place designated at any time by the holder  
hereof, in lawful money of the United States of America and in immediately      
available funds, the principal sum of Five Hundred Thousand and 00/100 Dollars  
($500,000) together with interest on the principal amount hereunder remaining   
unpaid from time to time (computed on the basis of the actual days elapsed in a 
360 day year) from the date the funds are disbursed hereunder until this Note is
fully paid at the rate of 15 %.                                                 

         The principal balance and accrued interest shall be due and payable one
(1) year from the effective date hereof. This Note may be prepaid in whole or in
part without penalty.                                                           

       Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be the joint 
and several obligation of all makers, sureties, guarantors and endorsers, and   
shall be binding upon them and their successors and assigns.                    

The Borrower agrees that when or at any time after this Note becomes due the    
then holder of this Note may offset or charge the full amount owing on this Note
against any account then maintained by the undersigned with such holder of this 
Note without notice.                                                            

    The Borrower agrees to pay on demand all costs and expenses of all
present and future holders of this Note in connection with this Note and any    
security for this Note, including but not limited to reasonable attorney's fees 
and legal expenses, (whether due to outside counsel, in-house counsel or both)  
plus interest on such amounts at the rate set forth in this Note.               

     The Borrower consents to the personal jurisdiction of the state and
federal courts located in the State of Florida in connection with any           
controversy related in any way to this Note or any security for this Note,      
waives any argument that venue in such forums is not convenient, and agrees that
any litigation initiated by the undersigned against the lender or any other     
present or future holder of this Note relating in any way to this Note or any   
security for this Note may be venued in Miami, Dade County, Florida.            
Notwithstanding the preceding, nothing in this Note shall affect the right of   
the Lender to bring any action or proceeding against the Borrower or its        
property in the courts of any other jurisdiction. Interest on any amount under  
this Note shall continue to accrue, at the option of any present or future      
holder of this Note, until such holder receives final payment of such amount in 
collected funds in form and substance acceptable to such holder.                

         Any notice to Borrower provided for in this Note shall be given by mail
via certified mail addressed to Borrower at Atlas Recreational Holdings, Inc.,  
701 Brickell Avenue, Suite 3120, Miami, Florida 33131 or to such address as     
Borrowers may designate by notice to the Note Holder. Any notice to the Note    
Holder shall be given by mailing such notice via certified mail, return receipt 

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requested to the Note Holder at the address stated in the first paragraph of    
this Note, or at such other address as may have been designated by notice to    
Borrower.                                                                       

    The indebtedness evidenced by this Note is secured by a Collateral
Pledge and Security Agreement of even date between Borrower and Lender.         

        This Note shall be governed and construed according to the laws of the
State of Florida.                                                               

Date ___________________                                                        

                                         Atlas Recreational Holdings, Inc.

                                By: /s/ Michael S. Riley
                                              --------------------------------
                                                    Chairman

            Its:
                                                ------------------------------

Dates Referenced Herein

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Changed as of / Corrected on:		7/16/99							None on these Dates
Filed on:		7/12/99
		6/11/99		1
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