cwh_Ex10_1



		

			Exhibit 10.1

		


		

			 

		


		

			EXECUTION VERSION

		


		

			 

		





		
			FIRST AMENDMENT dated as of March 17, 2017 (this “Amendment”), to the Credit Agreement dated as of November 8, 2016 (the “Credit Agreement”), among CWGS GROUP, LLC, a Delaware limited liability company (the “Borrower”), CWGS ENTERPRISES, LLC, a Delaware limited liability company (“Holdings”), the lenders party thereto (the “Existing Lenders”) and GOLDMAN SACHS BANK USA, as Administrative Agent (in such capacity, the “Administrative Agent”).
		

		
			Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement (after giving effect to this Amendment).
		

		
			The Borrower has notified the Administrative Agent (which has made such notice available to the Existing Lenders) that it wishes (a) to obtain a Term Commitment Increase in the amount of $95,000,000 under the Credit Agreement, (b) to contribute the proceeds of the Term Loans made pursuant to such Term Commitment Increase (the “Incremental Term Loans”) to FreedomRoads Entities to finance acquisitions or refinance by such FreedomRoads Entities of recreational vehicle dealerships (the “RV Dealership Acquisitions”), and (c) to effect the related modifications to the Credit Agreement set forth herein.
		

		
			The Borrower has requested that the Persons identified on Schedule I hereto (collectively, the “Incremental Term Lenders”) make the Incremental Term Loans to the Borrower on the First Amendment Effective Date in an aggregate principal amount of $95,000,000, and the Incremental Term Lenders are willing to make the Incremental Term Loans on the terms and subject to the conditions set forth herein.
		

		
			In connection with the Incremental Term Loans and this Amendment, the Borrower has appointed Goldman Sachs Bank USA to act, and Goldman Sachs Bank USA has agreed to act, as sole lead arranger, sole bookrunner and sole syndication agent (in such capacities, the “Arranger”).
		

		
			Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
		

		
			SECTION 1.  Amendments to the Credit Agreement.  The Credit Agreement is hereby amended as follows:
		

		
			(a)  The following definitions are hereby added in their appropriate alphabetical positions:
		

		
			“First Amendment” means the First Amendment to this Agreement dated as of March 17, 2017, among the Borrower, Holdings, the Incremental Term Lenders referred to therein and the Administrative Agent.
		

		
			
		

		
			


		 


		

			 

		





 



		

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			“First Amendment Effective Date” means March 17, 2017.
		

		
			(b)  The words "or on the First Amendment Effective Date" are inserted (i) immediately following the words "Term Loans incurred on the Effective Date" wherever they appear in the definitions of "Incremental Base Amount" and "Refinancing/Repricing Transaction" and in Section 2.20(b) and (ii) immediately following the words "Term Loans made on the Effective Date" in Section 2.10(a).1 
		

		
			(c)  Section 3.14 of the Credit Agreement is hereby amended by replacing each reference to "the Effective Date" therein with "each of the Effective Date and the First Amendment Effective Date".
		

		
			(d)  Section 3.17 of the Credit Agreement is hereby amended to read as follows:
		

		
			“The Borrower will use the proceeds of (a) the Term Loans made on the Effective Date,  together with cash on hand of the Borrower, to finance the Transactions and to pay the Transaction Costs, (b) the Term Loans made on the First Amendment Effective Date to make contributions to FreedomRoads Entities to finance or refinance RV Dealership Acquisitions and (c) the Revolving Loans and Swingline Loans made after the Effective Date to fund working capital requirements and for other general corporate purposes.”
		

		
			(e)  Section 5.10 of the Credit Agreement is hereby amended to add the following as the new fourth sentence thereof:
		

		
			"The Borrower will use the proceeds of the Term Loans made on the First Amendment Effective Date to make contributions to FreedomRoads Entities to finance or refinance RV Dealership Acquisitions."
		

		
			SECTION 2.  Incremental Term Loans.  (a)  Subject to the terms and conditions set forth herein and in the Credit Agreement (as amended by this Amendment), each Incremental Term Lender agrees, severally and not jointly, to make an Incremental Term Loan to the Borrower in a single drawing on the First Amendment Effective Date in the principal amount set forth opposite such Incremental Term Lender's name on Schedule I hereto (the commitment of each Incremental Term Lender to make such Incremental Term Loan being called its “Incremental Term Commitment”).  Amounts repaid in respect of Incremental Term Loans may not be reborrowed.
		

		
			(b)  Except as provided herein, the terms of the Incremental Term Loans shall be identical to those of the Term Loans outstanding immediately prior to the effectiveness of this Amendment (the “Existing Term Loans”).  In furtherance of the foregoing, pursuant to Section 2.20 of the Credit Agreement, and effective as of the First 
		

		


		
			1  NTD: No adjustment to the amortization schedule will be required if the Incremental Term Loans are made prior to March 31, the date of the first amortization payment under the Credit Agreement.  
		

		
			
		

		
			


		 


		

			 

		





 



		

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			Amendment Effective Date, for all purposes of the Loan Documents, (i) the Incremental Term Commitments shall constitute a Term Commitment Increase established, and the Incremental Term Loans made hereunder shall constitute an increase in the aggregate amount of the Existing Term Loans incurred, in accordance with Section 2.20 of the Credit Agreement, (ii) the Incremental Term Commitments shall be "Commitments" under the Credit Agreement, (iii) the Incremental Term Loans made pursuant to the Incremental Term Commitments shall be "Term Loans" under the Credit Agreement and shall constitute Loans of the same Class as the Existing Term Loans, (iv) Borrowings of the Incremental Term Loans shall constitute "Term Loan Borrowings" under the Credit Agreement, including for purposes of repayments due in respect of Term Loan Borrowings under Section 2.10 of the Credit Agreement, and (v) each Incremental Term Lender shall be a "Lender" and a "Term Lender" under the Credit Agreement, shall be a party to the Credit Agreement as a Lender and a Term Lender, shall have all the rights and obligations of, and benefits accruing to, a Lender and a Term Lender under the Credit Agreement and shall be bound by all agreements, acknowledgements and other obligations of Lenders and Term Lenders.  Without limiting the foregoing, the Incremental Term Loans made hereunder shall mature on the Term Maturity Date, shall participate in any mandatory or voluntary prepayments on a pro rata basis with the Existing Term Loans and, subject to paragraph (c) of this Section, shall bear interest at the rate specified in the Credit Agreement as applicable to the Existing Term Loans.  Each reference to the Credit Agreement in this paragraph (b) shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.
		

		
			(c)  It is the intent of the parties to this Amendment that all Incremental Term Loans made on the First Amendment Effective Date be included in each outstanding Borrowing of Existing Term Loans on a pro rata basis.  In furtherance of the foregoing, and notwithstanding anything to the contrary in the Credit Agreement, each of the parties hereto agrees that a portion of each Incremental Term Loan shall be allocated to each outstanding Borrowing of Existing Term Loans on a pro rata basis and that the interest rate applicable to each such Incremental Term Loan allocated to a Eurocurrency Borrowing for the remainder of the existing Interest Period applicable to such Borrowing shall equal the Adjusted LIBO Rate applicable on the First Amendment Effective Date to the Existing Term Loans included in such Borrowing plus the Applicable Rate.  Subject to the proviso to Section 2.13(d) of the Credit Agreement, accrued interest on the portion of the Incremental Term Loans included in each Borrowing of the Existing Term Loans pursuant to this paragraph (c) shall be payable in arrears on each Interest Payment Date applicable to such Borrowing; provided that, notwithstanding anything to the contrary above, any conversion or continuation of any Borrowing of Term Loans (including the Incremental Term Loans included therein), and the election of any Interest Period therefor, occurring prior to the end of any existing Interest Period applicable to such Borrowing as of the First Amendment Effective Date shall be allocated ratably among the Lenders holding all Term Loans (including the Incremental Term Loans) included in such Borrowing.  It is acknowledged and agreed that each payment of interest on the Term Loans (including the Incremental Term Loans) shall be allocated by the Administrative Agent among the existing Term Lenders and the Incremental Term Lenders in a manner that reflects the actual number of days of interest accrued on the outstanding principal amount of the 
		

		
			
		

		
			


		 


		

			 

		





 



		

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			Incremental Term Loans compared to the actual number of days of interest accrued on the outstanding principal amount of the Existing Term Loans.
		

		
			(d)  The funding of the Incremental Term Loans to be made hereunder shall be made in the manner contemplated by Section 2.06 of the Credit Agreement.  Unless previously terminated, the Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective Date.
		

		
			(e)  The Administrative Agent hereby consents to this Amendment and confirms that each Incremental Term Lender not already a Lender under the Credit Agreement immediately prior to the First Amendment Effective Date is acceptable to the Administrative Agent.
		

		
			SECTION 3.  Fees.  The Borrower agrees to pay on the First Amendment Effective Date to the Administrative Agent, for the account of each Incremental Term Lender, a fee (the “Incremental Fee”) in an amount equal to 0.25% of the amount of the Incremental Term Commitment of such Incremental Term Lender.  The foregoing fees shall be payable in immediately available funds and shall not be refundable.
		

		
			SECTION 4.  Representations and Warranties.  To induce the other parties hereto to enter into this Amendment, each of Holdings and the Borrower represents and warrants to the Lenders and the Incremental Term Lenders that, as of the First Amendment Effective Date:
		

		
			(a)  This Amendment has been duly authorized, executed and delivered by each of Holdings and the Borrower and this Amendment and the Credit Agreement, as amended by this Amendment, each constitutes a legal, valid and binding obligation of each of Holdings and the Borrower, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
		

		
			(b)  The representations and warranties of each Loan Party set forth in the Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date; provided that (i) to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date and (ii) any representation and warranty that is qualified by "materiality," "Material Adverse Effect" or similar language is true and correct in all respects on and as of the First Amendment Effective Date or as of such earlier date, as the case may be.
		

		
			(c)  On and as of the First Amendment Effective Date, at the time of and immediately after giving effect to the incurrence of the Incremental Term Loans, no Default or Event of Default will have occurred and be continuing.
		

		
			SECTION 5.  Effectiveness.  The effectiveness of this Amendment on the First Amendment Effective Date is subject to the satisfaction of the following conditions precedent:
		

		
			
		

		
			


		 


		

			 

		





 



		

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			(a)  The Administrative Agent (or its counsel) shall have received either (i) counterparts of this Amendment that, when taken together, bear the signatures of (A) Holdings, (B) the Borrower, (C) each Incremental Term Lender and (D) the Administrative Agent or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that each such party has signed a counterpart of this Amendment.
		

		
			(b)  The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Lenders, the Incremental Term Lenders and the Issuing Banks and dated the First Amendment Effective Date) of Kirkland & Ellis LLP, counsel for Holdings and the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, covering such matters relating to the Borrower and Holdings, this Amendment and the transactions contemplated hereby as the Administrative Agent shall reasonably request.  Each of Holdings and the Borrower hereby requests such counsel to deliver such opinion.
		

		
			(c)  The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel shall reasonably have requested relating to the organization, existence and good standing of the Borrower and Holdings, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to the Borrower and Holdings, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel (and substantially consistent with the corresponding documents and certificates delivered by the Borrower and Holdings on the Effective Date).
		

		
			(d)  The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed on behalf of Holdings and the Borrower by a Responsible Officer of each such Loan Party, confirming the accuracy of the representations set forth in Section 4 hereof.
		

		
			(e)  The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent (and substantially consistent with the corresponding certificate delivered by the Borrower on the Effective Date), certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transactions to occur on the First Amendment Effective Date.
		

		
			(f)  The Administrative Agent shall have received the Incremental Fee and all other fees and other amounts previously agreed in writing by the Arranger and the Borrower to be due and payable on or prior to the First Amendment Effective Date, including reimbursement or payment of all reasonable and documented out of pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under the Credit Agreement or any other Loan Document.
		

		
			
		

		
			


		 


		

			 

		





 



		

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			(g)  Each Loan Party shall have executed and delivered to the Administrative Agent a written instrument reasonably satisfactory to the Administrative Agent pursuant to which it consents to this Amendment and the Incremental Term Loans (if it is not a party hereto) and agrees that the Guarantee Agreement, the Collateral Agreement and the other Security Documents to which it is party will continue to apply in respect of the Credit Agreement, as amended hereby, and the Guaranteed Obligations and Secured Obligations of such Loan Party (including the Incremental Term Loans).
		

		
			(h)  The Administrative Agent shall have received a written Borrowing Request from the Borrower in respect of the Incremental Term Loans complying with the requirements in Section 2.03 of the Credit Agreement not later than 12:00 noon, New York City time, three Business Days before the First Amendment Effective Date (or such later date as the Administrative Agent may agree).
		

		
			(i)  The Administrative Agent and the Arranger shall have received, at least three days prior to the First Amendment Effective Date, all documentation and other information related to the Loan Parties as shall have been requested in writing by the Administrative Agent or the Arranger that they shall have determined is required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, including without limitation the USA Patriot Act.
		

		
			SECTION 6.  Effect of Amendment.  (a)  Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect, the rights and remedies of the Lenders, the Issuing Banks or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.
		

		
			(b)  On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”,  “hereunder”,  “hereof”,  “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document, shall be deemed to be a reference to the Credit Agreement as amended hereby.  This Amendment shall constitute a “Loan Document” and an “Incremental Term Facility Amendment” for all purposes of the Credit Agreement and the other Loan Documents.
		

		
			SECTION 7.  Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic means shall be as effective as delivery of a manually executed counterpart hereof.
		

		
			
		

		
			


		 


		

			 

		





 



		

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			SECTION 8.  Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York.
		

		
			SECTION 9.  Headings.  Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment. 
		

		
			
		

		
			


		 


		

			 

		





 



		

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			IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
		

			
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						CWGS GROUP, LLC, as the Borrower

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Marcus Lemonis

				
	
					
						 

					
					
						 

					
					
						Name: Marcus Lemonis

				
	
					
						 

					
					
						 

					
					
						Title: Chief Executive Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						CWGS ENTERPRISES, LLC,

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Marcus Lemonis

				
	
					
						 

					
					
						 

					
					
						Name: Marcus Lemonis

				
	
					
						 

					
					
						 

					
					
						Title: Chief Executive Officer

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						GOLDMAN SACHS BANK USA, individually and as Administrative Agent and an Incremental Term Lender

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Thomas M. Manning

				
	
					
						 

					
					
						 

					
					
						Name: Thomas M. Manning

				
	
					
						 

					
					
						 

					
					
						Title: Authorized Signatory

				



		
			 
		

		
			
		

		
			


		 


		

			 

		





 



		

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			SCHEDULE I
		

		
			TERM COMMITMENT INCREASES
		

			
					
						 

					
					
						 

				
	
					
						Incremental Term Lender

					
					
						Term Commitment Increase

				
	
					
						 

					
					
						 

				
	
					
						Goldman Sachs Bank USA

					
					
						$95,000,000

				
	
					
						 

					
					
						 

				
	
					
						Total

					
					
						$95,000,000