Recreational Holdings Inc – ‘SC 13D’ on 7/12/99 re: Holiday RV Superstores Inc – EX-3

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-3   —   Articles of Incorporation/Organization or By-Laws

                                                                       EXHIBIT 3

 PROMISSORY NOTE

                                                           June 30, 1999

$1,000,000                                                                      

   THIS NOTE (the "Note") is in the amount of One Million and No/100
Dollars ($1,000,000) from ATLAS RECREATIONAL HOLDINGS, INC. ("Maker"), to Newton
C. Kindlund (sometimes hereinafter "Holder"). This Note is secured by a pledge  
of 250,000 shares of the stock of Holiday RV Superstores, Inc., a Florida       
corporation, as agreed to by Holder and by Doerge Atlas L.L.C., pursuant to the 
attached letter from Doerge Atlas L.L.C.                                        

        For value received, the undersigned Maker promises to pay to the order
of Newton C. Kindlund the principal sum of One Million No/100 Dollars           
($1,000,000) with interest on the unpaid balance from the date hereof payable at
twelve percent 12% during the term of this Note.                                

        The entire principal plus all unpaid accrued interest thereon shall be
due and paid on the twenty-second (22nd) day after funding by Holder. Maker     
shall pay all amounts owing under this Note in full when due without set-off,   
counterclaim, or deduction for any reason whatsoever.                           

         This Note is prepayable without penalty or premium in part or in whole.

  All payments made on this Note shall first be applied to accrued
interest and then to principal.                                                 

         If a law which applies to this Note and which sets maximum loan charges
is finally interpreted so that the interest or other loan charges collected or  
to be collected in connection with this Note exceed the permitted limits, then: 
(i) any such loan charge shall be reduced by the amount necessary to reduce the 
charge to the permitted limit; and (ii) any sums already collected from the     
Maker which exceeded permitted limits will be refunded to the Maker. The Holder 
may choose to make this refund by reducing the principal owed under this Note or
by making a direct payment to the Maker. If a refund reduces principal, the     
reduction will be treated as a partial prepayment.                              

     This Note is to be governed by and construed in accordance with the
laws of the State of Florida. No invalid provision hereof shall affect or impair
any other provision of this Note. The Maker hereof hereby acknowledge receipt of
a completed copy of this Note.                                                  

                               ATLAS RECREATIONAL HOLDINGS, INC.

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

                                                          (CORPORATE SEAL)

Dates Referenced Herein

This ‘SC 13D’ Filing		Date		Other Filings
Changed as of / Corrected on:		7/16/99		None on these Dates
Filed on:		7/12/99
		6/30/99
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