exv10w2




Exhibit
10.2



AMENDMENT NO. 1 TO AMENDED AND RESTATED




DEALER EXCLUSIVITY AGREEMENT


          This AMENDMENT NO. 1 TO AMENDED AND RESTATED DEALER EXCLUSIVITY AGREEMENT (this
“Amendment”) is dated as of December 22, 2009, by and among Thor Industries, Inc., a
Delaware corporation (“Thor”), FreedomRoads Holding Company, LLC, a Minnesota limited
liability company (“Holdings”), FreedomRoads, LLC, a Minnesota limited liability company
(“FreedomRoads”) and each of the other FR Entities listed on the signature pages hereto.



RECITALS



          A. Thor, Holdings, FreedomRoads and each of the other FR Entities entered into that certain
Amended and Restated Dealer Exclusivity Agreement dated as of January 30, 2009 (the “Original
Agreement”).


          B. On the date hereof, Thor is lending to The Stephen Adams Living Trust, Stephen Adams and
Marcus Lemonis (collectively, the “Borrowers”), the principal amount of Ten Million Dollars
($10,000,000), pursuant to that certain Credit Agreement, dated as of the date hereof, between the
Borrowers and Thor, the proceeds of which the Borrowers have agreed to loan to ITM Holding Company
#2, LLC, which will then be contributed as equity to FreedomRoads (the “Third Loan”).


          C. In partial consideration of the Third Loan, the Borrowers have caused Holdings and
FreedomRoads to enter into this Amendment to amend certain terms of the Original Agreement (the
Original Agreement, as amended by this Amendment, the “Agreement”).


          D. All capitalized terms not otherwise defined herein shall have such meanings as ascribed to
them in the Original Agreement.



AGREEMENT



          NOW, THEREFORE, in consideration of the premises, and the mutual promises and agreements
contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:



     1. Amendment of Termination Provisions. Section 2.2(c) of the Original Agreement is
hereby amended by deleting such subsection in its entirety and substituting the following in lieu
thereof:


          “(c) By Thor or FreedomRoads, at any time on or after December 22, 2029 by providing written
notice to the other party.”



In addition, the paragraph following Section 2.2(e) of the Original Agreement shall be deleted in
its entirety.




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     2. Amendment of Audit and Inspection Provisions. Section 4.1 of the Original
Agreement is hereby amended by adding the following language at the end of such section:



          “In the event Thor elects to conduct an audit of such books and records and makes a
determination, based on the results of such audit, that a material breach of this Agreement has
occurred, then the FR Entities, on a joint and several basis, shall reimburse Thor for Thor’s
out-of-pocket costs and expenses of such audit.”



     3. Amendment of Reports Provisions. Section 4.2 of the Original Agreement is hereby
amended by adding the following language at the end of such section:



          “Each such report shall be accompanied by a compliance certificate executed by the Chief
Financial Officer of FreedomRoads, pursuant to which such officer shall certify as to the accuracy
of such report and the compliance by the FR Entities with the provisions of this Agreement.”



     4. The Original Agreement is hereby amended by inserting new Section 6.12 and Section 6.13 as
follows:


          “Section 6.12 Injunctive Relief. The parties acknowledge and agree that Thor could
be damaged irreparably if any provision of this Agreement were not performed in accordance with its
specific terms or were otherwise breached. Accordingly, Thor will be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically
this Agreement, and its provisions in any action or proceeding instituted in any court of the
United States or any state thereof having jurisdiction over the parties hereto and the matter, in
addition to any other remedy to which Thor may be entitled, at law or in equity. Except as
expressly provided herein, the rights, obligations and remedies created by this Agreement are
cumulative and in addition to any other rights, obligations or remedies otherwise available at law
or in equity. Except as expressly provided herein, nothing herein will be considered an election
of remedies.


          Section 6.13 Blue-Penciling. It is expressly understood and agreed that although the
parties hereto consider the duration of the exclusivity period set forth in this Agreement to be
reasonable, if a judicial determination is made by a court of competent jurisdiction that the time
or any other restriction contained in this Agreement is an unenforceable restriction against any of
the parties hereto, the provisions thereof shall not be rendered void but shall be deemed amended
to apply as to such maximum time and to such maximum extent as such court may judicially determine
or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that
any restriction contained in this Agreement is unenforceable, and such restriction cannot be
amended so as to make it enforceable, such finding shall not affect the enforceability of any of
the other restrictions contained herein.”



     5. Effect of Amendment. Except as expressly amended, modified or waived by this
Amendment, all of the terms, representations, warranties, covenants and conditions of the Original
Agreement shall remain unmodified and unwaived by the terms of this Amendment, and shall remain in
full force and effect in accordance with their respective terms, and are hereby ratified, approved
and confirmed in all respects. This Amendment shall not constitute any



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party’s consent or indicate its willingness to consent to any other amendment, modification or
waiver of the Original Agreement or any instruments or agreements referred to herein or therein.




     6. Miscellaneous. The provisions of Article VI (“Miscellaneous”) of the
Original Agreement shall apply to this Amendment as if such provisions were set out herein in full
and as if each reference therein to “this Agreement” included a reference to this Amendment.



[remainder of page intentionally left blank]






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          IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year indicated
above.



	 	 	 	 	 
	 	THOR INDUSTRIES, INC.

 	 
	 	By:  	/s/
Peter B. Orthwein	 
	 	 	Name:  Peter B. Orthwein	 	 
	 	 	Title:  Chairman	 	 
	 
	 	FREEDOMROADS HOLDING COMPANY, LLC

 	 
	 	By:  	/s/
Marcus Lemonis	 
	 	 	Name:  Marcus Lemonis	 	 
	 	 	Title:  Chief Executive Officer	 	 
	 
	 	FREEDOMROADS, LLC

 	 
	 	By:  	/s/
Marcus Lemonis	 
	 	 	Name:  Marcus Lemonis	 	 
	 	 	Title:  Chief Executive Officer	 	 
	 



[Signature Page to Amendment No. 1 to Exclusivity Agreement]




 









 








Agreed to and acknowledged by each of the other

FR Entities as of the date first above written:




	 	 	 	 
	AMERICAN RV CENTERS, LLC

 	 
	By:  	/s/
Marcus Lemonis 	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	ARIZONA RV CENTERS, LLC

 	 
	By:  	/s/
Marcus Lemonis 	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	BLAINE JENSEN RV CENTERS, LLC

 	 
	By:  	/s/
Marcus Lemonis 	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	BODILY RV, INC.

 	 
	By:  	/s/
Marcus Lemonis 	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	BURNSIDE RV CENTERS, LLC

 	 
	By:  	/s/
Marcus Lemonis 	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	CAMPING TIME RV CENTERS, LLC

 	 
	By:  	/s/
Marcus Lemonis 	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 



[Signature Page to Amendment No. 1 to Exclusivity Agreement]




 









 








	 	 	 	 
	CAMPING WORLD RV SALES, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	DUSTY’S CAMPER WORLD, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	EMERALD COAST RV CENTER, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	FOLEY RV CENTER, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	FREEDOMROADS RV, INC.

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	GARY’S RV CENTERS, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 



[Signature Page to Amendment No. 1 to Exclusivity Agreement]




 









 








	 	 	 	 
	HOLIDAY KAMPER COMPANY OF COLUMBIA, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	K&C RV CENTERS, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	MEYER’S RV CENTERS, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	OLINGER RV CENTERS, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	SHIPP’S RV CENTERS, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	SIRPILLA RV CENTERS, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 



[Signature Page to Amendment No. 1 to Exclusivity Agreement]




 









 








	 	 	 	 
	SOUTHWEST RV CENTERS, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	STIER’S RV CENTERS, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	STOUT’S RV CENTER, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 
	WHEELER RV LAS VEGAS, LLC

 	 
	By:  	/s/ Marcus Lemonis	 
	 	Name:  	Marcus Lemonis 	 
	 	Title:  	Chairman and CEO 	 
	 



[Signature Page to Amendment No. 1 to Exclusivity Agreement]