CAMPING WORLD HOLDINGS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 26th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20[16] between Camping World Holdings, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
CWGS ENTERPRISES, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 26th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [·], 2016 (the “Effective Time”), is entered into by and among CWGS Enterprises, LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
Underwriting AgreementUnderwriting Agreement • September 26th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
Camping World Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of Class A Common Stock, par value $0.01 per share (“Stock”) of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
ContractFourth • September 26th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • New York
FOURTH AMENDMENT dated as of September 21, 2016 (this “Amendment”), to the Credit Agreement dated as of November 20, 2013 (as amended by the First Amendment dated as of December 1, 2014, the Second Amendment dated as of June 2, 2015, and the Third Amendment dated as of December 17, 2015, 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”).
TAX RECEIVABLE AGREEMENT by and among CAMPING WORLD HOLDINGS, INC. the several MEMBERS (as defined herein) MANAGEMENT REPRESENTATIVE (as defined herein) and OTHER MEMBERS OF CWGS ENTERPRISES, LLC FROM TIME TO TIME PARTY HERETO Dated as of [ ], 2016Tax Receivable Agreement • September 26th, 2016 • Camping World Holdings, Inc. • Retail-auto dealers & gasoline stations • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time ,this “Agreement”), dated as of [ ], 2016, is hereby entered into by and among Camping World Holdings, Inc., a Delaware corporation (the “Corporation”), CWGS Enterprises, LLC, a Delaware limited liability company (the “LLC”), each of the Members from time to time party hereto, and the Management Representative. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.01.
